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Introduction. Welcome to Up and Running Computers’ website (the “Website”). Your use of the Website, and it’s online services (the “Services”) is subject to the terms of a legal agreement between you and Up and Running Computers. That agreement is comprised of these Terms of Service and Up and Running Computers’ Privacy Policy (collectively the “Terms”).
Services. The term Services, as used herein, includes, without limitation, IT strategy, consultancy and services, email services, links, and any other service which may be accessed through any medium or device now known or hereafter developed and available on the Website. You understand and agree that the Services may include certain communications from Up and Running Computers, such as service announcements and administrative messages.
Acceptance of Terms.
In order to use the Services, you must first agree to the Terms. You may not use the Services if you do not accept the Terms. You can accept the Terms by:
Clicking to accept or agree to the Terms, where this option is made available to you in the user interface for any Service; or
By entering your personal information to subscribe to the Services, where this option is made available to you in the user interface for any Service; or
By actually using the Services. In this case, you understand and agree that Up and Running Computers’ will treat your use of the Services as acceptance of the Terms from that point onwards.
You may not use the Services and may not accept the Terms if:
you are not of legal age to form a binding contract with Up and Running Computers; or
you are a person barred from receiving the Services under the laws of the Australia or other countries including the country in which you are resident or from which you use the Services.
Before you continue, you should print or save a copy of these Terms for your records.
Changes to Terms. Up and Running Computers may change the Terms from time to time. When these changes are made, Up and Running Computers will post the revised Terms here. You understand and agree that if you use the Services after the date on which the applicable Terms have changed, your use constitutes acceptance of the updated Terms.
Registration Requirements. To subscribe to Services, receive emails, discounts, and other offers from Up and Running Computers, you must register. In order to register, you are required to provide your name and contact information. You agree to (a) provide true, accurate, current and complete information about yourself as prompted by Up and Running Computers registration form (the “Registration Data”) and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. Up and Running Computers may reject or terminate the use of any member name or registered account that it deems inappropriate or inaccurate for any reason.
Account Requirements. You agree to use the Website only for purposes that are permitted by the Terms and any applicable law, regulation or generally accepted practices in the relevant jurisdictions. You are responsible for maintaining the confidentiality of your Registration Data, and are responsible for all activities that occur under your member name or account. If you discover or suspect any unauthorised use of your account, you agree to immediately notify Up and Running Computers. Up and Running Computers may terminate any account that is inactive for an extended period of time, or for any reason at all, in its sole discretion.
Disclosure of Account Information. You acknowledge and agree that Up and Running Computers may access, preserve and disclose your account information or Registration Data if required to do so by law or in a good faith belief that such access, preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce the Terms; (c) respond to your requests for customer service; or (e) protect the rights, property or safety of Up and Running Computers or anyone else.
Prohibited Conduct. You agree that you will not:
Engage in any activity that interferes with or disrupts the Website, the Services or the servers and networks which are connected to the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Services;
Use the Services for any fraudulent or illegal purpose, or to gather personally identifiable information without prior consent;
Post any content, or link to any website, containing any obscene, violent, illegal or objectionable material; or
Impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity, during registration or otherwise.
Termination.
The Terms will continue to apply until terminated by either you or Up and Running Computers. If you want to terminate your legal agreement with Up and Running Computers, you may do so by: (i) notifying Up and Running Computers at any time by sending written notice to (ii) closing your accounts on the Website, where Up and Running Computers has made this option available to you; and (ii) ceasing your use of all Services.
Up and Running Computers may terminate its legal agreement with you at any time, in its sole discretion, and with or without notice, including if: (i) you have breached any provision of the Terms; (ii) Up and Running Computers is required to do so by law; or (iii) the Services are modified, eliminated, or no longer commercially viable.
Illegal Conduct. Up and Running Computers reserves the right, in its sole discretion, with or without notice, to investigate, and to involve and cooperate with law enforcement authorities, and to pursue a civil lawsuit or criminal prosecution for any alleged or actual illegal activities involving the Services or the Website.
Intellectual Property. You understand that all information or materials to which you may have access as part of, or through your use of, the Services or the Website is the sole responsibility of the person from which such information or materials originated. All such information is referred to as “Content.” All such Content, including but not limited to advertisements, logos, sponsored Content, posts, blogs, messages, and third-party links on the Website, may be protected by intellectual property rights which are owned by the provider of the Content (or by other persons or entities). You may not modify, rent, lease, loan, sell, distribute, copy, or create derivative works based on this Content (either in whole or in part) unless you have been given written permission by the owners of that Content. You acknowledge and agree that: (i) Up and Running Computers (or its licensors) own all legal right, title and interest in and to the Services and to the Content created by Up and Running Computers, including any intellectual property rights which subsist in the Services (whether those rights happen to be registered or not, and wherever in the world those rights might exist); (ii) by posting any Content, you grant an irrevocable, non-exclusive, royalty-free license to Up and Running Computers to use, reproduce, modify, and redistribute such Content alone, as a party of the Services, or as a part of other works in any form chosen in Up and Running Computers sole discretion; and (iii) that Up and Running Computers is in no way responsible for, nor shall have any liability related to, any Content which is not created by Up and Running Computers. The trademarks, service marks, and trade names appearing on the Website are the common law or registered trademarks of Up and Running Computers, it's licensors, or others. No trademark, service mark, or trade name may be used without the express written permission of the owner.
Contributions. By submitting ideas, suggestions, documents, and/or proposals (“Contributions”) to Up and Running Computers, you acknowledge and agree that:
Your Contributions do not contain confidential or proprietary information;
Up and Running Computers is not under any obligation of confidentiality, express or implied, with respect to the Contributions;
Up and Running Computers shall be entitled to use or disclose (or choose not to use or disclose) such Contributions for any purpose, in any way;
Up and Running Computers may have something similar to the Contributions already under consideration or in development;
Your Contributions automatically become the property of John Stephenson without any obligation of Up and Running Computers to you; and
You are not entitled to any compensation or reimbursement of any kind from Up and Running Computers under any circumstances.
Links.
Outgoing. The Services may include hyperlinks to other web sites or resources. Up and Running Computers may have no control over any such web sites or resources. You acknowledge and agree that Up and Running Computers is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products or other materials on or available from such web sites or resources. You acknowledge and agree that Up and Running Computers is not liable for any loss or damage which may be incurred by you as a result of the availability of those external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy, or existence of any advertising, products or other materials on, or available from, such web sites or resources.
Incoming. You are free to establish a hypertext link to the Website so long as the link does not state or imply any endorsement or sponsorship of you, your company, or your site by Up and Running Computers. However, you may not frame any of the content of the Website without the prior written permission of Up and Running Computers.
Digital Millennium Copyright Act. Up and Running Computers respects the intellectual property of others, and we ask our users to do the same. Up and Running Computers may, in appropriate circumstances and at its discretion, disable and/or terminate the accounts of users who may be repeat infringers.
Notice. If you believe that your work has been copied in a way that constitutes copyright infringement, please notify us pursuant to the following policy. Notification of claims for copyright infringement must be in writing and delivered to
All notices must contain:
i. A physical or electronic signature on behalf of the copyright owner or claimant;
ii. Specific identification of the work allegedly being infringed;
iii. Specific identification of the allegedly infringing work that the complainant would like removed, including the location of the material;
iv. Complainant’s contact information, including name, address, telephone number, and e-mail address;
v. A statement that the complainant has a good faith belief that the use of the material is not authorised by the copyright owner or claimant; and
vi. A statement that the information in the notice is accurate, and under penalty of perjury, that the complainant is authorised to act on behalf of the owner or claimant of the copyright.
You understand that the Services and the software embedded or supporting the Services may include security components that permit digital materials to be protected, and that use of these materials is subject to usage rules set by Up and Running Computers and/or third parties who provide Content for the Website. You may not attempt to override or circumvent any of the usage rules embedded in the Services. You may not decompile or disassemble, reverse engineer, or otherwise attempt to discover any source code contained in the Services.
Third-Party Sites. Some of the Services are provided by third party vendors to Up and Running Computers. To the extent that these Services are outside the Up and Running Computers control, you acknowledge and agree that these Services constitute third party Content and such websites are subject to the provisions below:
Your correspondence or business dealings with, or participation in promotions of, the third parties, including but not limited to vendors or other persons who use the Services and post Content, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such third party. You agree that Up and Running Computers shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings, the presence of such third parties on the Website, or the use of the Services by such third parties.
If there is a dispute between you and any third party, you understand and agree that Up and Running Computers is not liable and is under no obligation to become involved. In the event that you have a dispute with a third party, you release Up and Running Computers, its officers, employees, agents, representatives and successors from any claims, demands and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed and undisclosed, arising out of or in any way related to such disputes and/or the Services.
Modification or Cessation of Services. You acknowledge and agree that the form and nature of the Services which Up and Running Computers provides may change from time to time without prior notice to you. You acknowledge and agree that Up and Running Computers may also stop, permanently or temporarily, providing the Services (or any features) to you or to users generally at Up and Running Computers’ sole discretion, without prior notice to you. You agree that Up and Running Computers shall not be liable to you or to any third party for any modification, suspension, or discontinuance of the Services.
Reporting Violation of Terms of Services. Please report any violation of the Terms to Up and Running Computers at js@uprun.com.
Services.
Indemnity. You agree to indemnify and hold Up and Running Computers, and its owners, agents, affiliates, employees, representatives, and their successors and assigns (collectively the “Indemnified Parties”) harmless from any claim, demand, damages, judgments, and liabilities, including reasonable attorneys’ fees and costs, made by any third party due to or arising out of or caused by or in connection with, your participation in or use of the Services, Content you submit, post, transmit or otherwise make available through the Services, your connection to the Website or Services, your violation of the Terms, or your violation of any rights of another. You also agree to indemnify and hold the Indemnified Parties harmless from any liability or damages resulting from the use of Content provided through the Services or on the Website, regardless of whether such information was provided by Up and Running Computers or a third party. This means that no participant can sue to hold the Indemnified Parties responsible for any injury, loss, or damage sustained by me and other parties, or to my (or others’) property in connection with his/her participation, even if it is due to the negligence, injudicious act, omission, or other fault of Indemnified Parties.
DISCLAIMER OF WARRANTIES. YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES IS “AS IS” AND AT YOUR SOLE RISK. IN PARTICULAR, Up and Running Computers, ITS AFFILIATES, AND ITS LICENSORS, DO NOT REPRESENT OR WARRANT TO YOU THAT (a) YOUR USE OF THE SERVICES WILL MEET YOUR REQUIREMENTS; (b) YOUR USE OF THE SERVICES WILL BE FREE FROM INJURY; (c) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR FREE FROM ERROR; (c) ANY INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE; AND (d) THAT DEFECTS IN INSTRUCTION OR IN THE OPERATION OR FUNCTIONALITY OF ANY DELIVERY PLATFORM ACCESSED BY YOU AS PART OF THE SERVICES WILL BE CORRECTED. ANY MATERIAL, INSTRUCTION, OR ADVICE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY PERSONAL INJURY, DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE, OR LOSS OF DATA THAT RESULTS FROM ANY SUCH MATERIAL. NO INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE Up and Running Computers OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS. Up and Running Computers FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, ONLY THE LIMITATIONS WHICH ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU AND OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
LIMITATION OF LIABILITY. YOU EXPRESSLY UNDERSTAND AND AGREE THAT Up and Running Computers, ITS AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU FOR:
ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED, REGARDLESS OF WHETHER FORESEEABLE OR WHETHER YOU WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, AND UNDER ANY THEORY OF LIABILITY. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS;
ANY INJURY, LOSS, OR DAMAGE WHICH MAY BE INCURRED BY YOU OR TO YOUR PERSON, INCLUDING BUT NOT LIMITED TO INJURY, LOSS OR DAMAGE AS A RESULT OF (i) ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY CONTENT POSTED ON THE WEBSITE OR MADE AVAILABLE THROUGH THE SERVICES, OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN YOU AND ANY SPONSOR, USER, MEMBER OR OTHER THIRD PARTY WHOSE CONTENT OR SERVICES APPEAR ON THE WEBSITE; (ii) ANY CHANGE WHICH Up and Running Computers MAY MAKE TO THE SERVICES, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SERVICES (OR ANY FEATURES WITHIN THE SERVICES); (iii) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT OR OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE SERVICES; OR (iv) YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS, IF ANY, SECURE AND CONFIDENTIAL.
THE LIMITATIONS ON Up and Running Computers LIABILITY TO YOU SHALL APPLY WHETHER OR NOT Up and Running Computers HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.
Acknowledgment. You acknowledge and agree that (a) you have read and understood the Terms; (b) the Terms are fair and reasonable, and not unduly restrictive; and (c) that you have had the opportunity to confer with legal and financial counsel of your choosing regarding the Terms.
Survival. In the event of termination of this Agreement, the provisions regarding Disclosure of Account Information, Illegal Conduct, Intellectual Property, Contributions, Third-Party Sites, Risks, Indemnity, Disclaimer of Warranties, Limitation of Liability, Acknowledgment, Survival, and General Provisions shall survive.
General Provisions.
Notices. Up and Running Computers may provide you with notices, including those regarding changes to these Terms, by email, regular mail, or postings on the Website or through the Services.
Waiver. Any waiver by Up and Running Computers of any breach of, or failure to comply with, any provision of the Terms by you shall be in writing and shall not be construed as, or constitute, a continuing waiver of such provision, or a waiver of any other breach of, or failure to comply with, any other provision of the Terms.
Governing Law; Jurisdiction; Venue. This Agreement shall be construed and enforced in accordance with the laws of the Australia, without regard to its principles of conflicts of laws. Each party hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the courts of the Australia located in the appropriate federal court having subject matter jurisdiction of the dispute for any litigation arising out of or relating to the Terms and the transactions contemplated hereby (and agrees not to commence any litigation relating thereto except in such courts), waives any objection to the laying of venue of any such litigation in the Australia Courts and agrees not to plead or claim in any Australia Court that such litigation brought therein has been brought in an inconvenient forum.
Entire Agreement. This Agreement comprises the entire understanding between the parties with respect to, and supersedes any prior understanding or agreement, oral or written, relating to, the subject matter hereof.
Attorneys’ Fees. In connection with any litigation arising out of this Agreement, the prevailing party shall be entitled to recover all costs incurred, including attorneys’ fees, whether incurred during settlement, at trial, in arbitration, on appeal, or in any bankruptcy proceeding.
Severability. Should any one or more of the provisions of the Terms be determined to be illegal or unenforceable, all other provisions shall be given effect separately from the provision or provisions determined to be illegal or unenforceable and shall not be affected thereby
WAIVER OF JURY TRIAL. BY EXECUTING THIS AGREEMENT, THE PARTIES HERETO KNOWINGLY AND WILLINGLY WAIVE ANY RIGHT THEY HAVE UNDER APPLICABLE LAW TO A TRIAL BY JURY IN ANY DISPUTE ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT OR THE ISSUES RAISED BY ANY SUCH DISPUTE.
Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, permitted assigns or legal representatives.
Joint Drafting. If an ambiguity or question of intent arises with respect to any provision of this Agreement, the Agreement will be construed as if drafted jointly by the parties and no presumption or burden of proof will arise favouring or disfavouring either party by virtue of authorship of any of the provisions of this Agreement
Non-Assignment. This Agreement may not be assigned by you. Up and Running Computers may assign all, or certain portions, of this Agreement at any time.