Terms

1. Services
‍This is a month-to-month contract, and it may be terminated by the Customer at any time.

1.1 Bookkeeping Services
Uplinq provides bookkeeping and business intelligence services. Uplinq does not provide tax or accounting advice. Uplinq is not a public accounting firm.

1.2 Financial Statements
Uplinq’s bookkeeping customers are provided with quarterly financial statements as generated by their accounting software. All such financial statements should be reviewed by your accountant. Financial statements generated by Uplinq do not constitute tax advice.

1.3 Accounting Software
Uplinq works with a variety of accounting software systems. You are solely responsible for the cost of your accounting system, and such cost is not a part of the fee charged by Uplinq. If you do not have accounting software, then Uplinq can recommend an appropriate account software and assist you in setting it up.

1.4 Data Integration Login Credentials
Uplinq uses third-party integrators to automatically gather bank transactions, accounting transactions, and payroll transactions. These integrations require you to input your login credentials and authorize Uplinq to receive your data, but Uplinq does not retain a copy of these login credentials.

1.5 Accounting Login Credentials
In some cases, Uplinq will require login credentials to Your accounting software. Uplinq will maintain these credentials in encrypted format, and Uplinq will only use these login credentials for the purpose of providing the services outlined in this Agreement. information you provide to us about your (or, if you are acting on behalf of another, that person’s) business, products, or services is accurate and complete.

1.6 Limitations On Use of Services
All use of Uplinq’s services are limited by Uplinq’s Acceptable Use Policy.

1.7 Modification of the Terms of this Agreement
Modification of Terms of UseUplinq reserves the right, at its sole discretion, to modify or replace any of the Terms of Service, or change, suspend, or discontinue the Service (including without limitation, the availability of any feature, database, or content) at any time by posting a notice or by sending you an email. Uplinq may also impose limits on certain features and services or restrict your access to parts or all of the Service without notice or liability. It is your responsibility to check the Terms of Service periodically for changes. Your continued use of the Service following the posting of any changes to the Terms of Service constitutes acceptance of those changes.

1.8 Data Storage and Transfer
Uplinq transfers and stores all data in using commercially reasonable security standards. In order to provide the services described in this Agreement, Uplinq transfers and stores data in its proprietary databases. By entering into this agreement, You agree to the transfer, processing, and storage of your data by Uplinq. For more information on how Uplinq uses Your data please see the Uplinq Privacy Policy.

‍2. Term and Termination
‍
2.1 Term of Contract
This Agreement remains in effect until terminated by You or Uplinq. Monthly payment agreements are continued each month, but may be cancelled, with or without cause at any time. Annual agreements are automatically renewed unless terminated by You or Uplinq.

2.2 Termination by Uplinq
Uplinq may terminate your service agreement at any time by providing a notice of termination sent to your email address of record. In the event we terminate your subscription for any reason other than your violation of Section 1.6 (Limitations on Use of Services) or your material breach of this agreement, we will give you a refund of prepaid fees for unelapsed months of the Services.

2.3 Survival of Certain Terms
In the event of the termination of this Agreement for any reason, Paragraphs 3 through 9 (inclusive) will remain in effect.

‍3. Intellectual Property
‍Subject to your compliance with these Terms of Service, Uplinq grants you a non-exclusive, non-sublicensable, revocable as stated in this Agreement, non-transferable license to access the Uplinq’s web applications and to use the services provided by Uplinq. No part of the services, including the web application, may be reproduced, duplicated, copied, modified, sold, resold, distributed, transmitted, or otherwise exploited for any commercial purpose without the prior express written consent of Uplinq. All rights not expressly granted in this Agreement are reserved by Uplinq. Without limitation, this Agreement grants you no rights to the intellectual property of Uplinq or any other party, except as expressly stated in this Agreement. The license granted in this section is conditioned on your compliance with this Agreement. Your rights under this section will immediately terminate if, in the sole judgment of Uplinq, you have breached any provision of this Agreement.

‍4. Customer Feedback
‍Customer may provide Uplinq with suggestions, information, ideas, or feedback concerning Uplinq, its functionality and features, or any model, report or output, errors discovered, or any suggestions for or relating to any models or output (“Feedback”) while using Uplinq. All such Feedback will be the property of Uplinq. You agree to assign, and hereby assign, all right, title and interest worldwide in the Feedback, and the related intellectual property rights, to Uplinq and agree to assist Uplinq in perfecting and enforcing these rights.

‍5. Warranty Disclaimer
‍TO THE FULLEST EXTENT PERMITTED BY LAW, UPLINQ, ITS AFFILIATES, AND THEIR SUPPLIERS AND DISTRIBUTORS (“UPLINQ ENTITIES”) MAKE NO WARRANTIES, EITHER EXPRESS OR IMPLIED, ABOUT THE SERVICES. THE SERVICES ARE PROVIDED “AS IS.” NO WARRANTY IS MADE THAT THE SERVICES OR RESULTS OF USE OF THE SERVICES WILL MEET YOUR NEEDS OR EXPECTATIONS, THAT THE SERVICES WILL BE TIMELY, SECURE, UNINTERRUPTED OR ERROR-FREE OR THAT THE RESULTS THAT MAY BE OBTAINED FROM THE SERVICES WILL BE ACCURATE OR RELIABLE. WE ALSO DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IF THE EXCLUSIONS FOR IMPLIED WARRANTIES DO NOT APPLY TO YOU UNDER APPLICABLE LAW, ANY IMPLIED WARRANTIES ARE LIMITED TO 60 DAYS FROM THE DATE OF PURCHASE OR DELIVERY OF THE SERVICE, WHICHEVER IS SOONER. THE UPLINQ ENTITIES DISCLAIM ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE SERVICES WILL SATISFY OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS OR LAWS OR REGULATIONS.

‍6. Limitation of Liability
‍TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ENTIRE LIABILITY OF THE UPLINQ ENTITIES FOR ALL CLAIMS RELATING TO THE SERVICES AND THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR THE SERVICES DURING THE SIX (6) MONTHS PRIOR TO SUCH CLAIM OR ONE HUNDRED US DOLLARS, WHICHEVER IS GREATER. SUBJECT TO APPLICABLE LAW, THE UPLINQ ENTITIES ARE NOT LIABLE FOR ANY OF THE FOLLOWING: (A) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES; (B) DAMAGES RELATING TO LOSS OF USE, DATA, BUSINESS, REVENUES, OR PROFITS. THE ABOVE LIMITATIONS APPLY EVEN IF THE UPLINQ ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS AGREEMENT SETS FORTH THE ENTIRE LIABILITY OF THE UPLINQ ENTITIES AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE SERVICES AND THEIR USE.

‍7. Indemnification
‍You shall defend and indemnify the Uplinq Entities from and against all damages, losses, liabilities, claims, demands, actions, suits, judgements, settlements, costs and expenses, including all attorneys’ fees, that arise from or relate to: (a) your use of and our provision of the Services (except to the extent arising directly from our willful misconduct or gross negligence), (b) your violation of this agreement, (c) any content, information or materials provided by you, or (d) infringement by you, or any third party using your account or identity in the services, of any intellectual property or other right of any person or entity. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with us in asserting any available defenses.8. Disputes8.1 Judicial Forum for DisputesYou and Uplinq agree that any and all claims relating to this Agreement, or the services provided by Uplinq, may only be brought in the federal or state courts of Maricopa County, Arizona. Both You and Uplinq consent to venue and personal jurisdiction in such courts.8.2 Governing LawThis agreement and all claims (including procedural issues) between the parties are governed by the laws of the State of Arizona, excluding of Arizona’s conflict of laws rules.

9. Miscellaneous

‍9.1 Severability
If one or more of the provisions contained in this agreement is held invalid, illegal or unenforceable in any respect by any court of competent jurisdiction, such holding will not impair the validity, legality, or enforceability of the remaining provisions.

9.2 Assignment
You may not assign this agreement, or your rights or obligations under it, in whole or in part and any such assignment is void. Uplinq may freely assign this agreement, or its rights and obligations under it, in whole or in part.

9.3 Electronic Notices
We will communicate with you via email. It is your responsibility to keep your e-mail address current so that you are able to receive electronic communications from us.

9.4. Entire Agreement; AmendmentsThis Agreement, together with any attached exhibits, constitutes the entire agreement between you and Uplinq with respect to its subject matter, and supersedes any and all prior agreements, discussions, negotiations, and offers. Except as specifically stated otherwise in the agreement, any amendment to the agreement must be in writing, expressly state that it is amending the Agreement and signed by both parties.

9.5 Third-Party Beneficiaries
Uplinq’s Affiliates and Uplinq’s and its Affiliates’ suppliers and distributors are intended third party beneficiaries of Sections 5 – 8 (inclusive). Except as expressly set forth in the foregoing, there are no third-party beneficiaries to these terms.

10. Contact Us
In order to resolve a complaint regarding the Site or to receive further information regarding use of the Site, please contact us at:
UPLINQ, INC
7014 E Camelback Rd
Scottsdale, AZ 85281
United States
‍admin@uplinq.com