Welcome to the Upstream Commerce LTD web site.
Upstream Commerce is an interactive website which offers a platform for eCommerce analysis. upstreamcommerce.com is owned by Upstream Commerce, LTD (herein referred to as “we”, “us”, or “Company”).
Your access to and use of the service are expressly conditioned on your acceptance of and compliance with these Terms. BY CONTINUING TO USE THE SITE, YOU ARE INDICATING YOUR AGREEMENT TO BE BOUND BY THE TERMS OF THIS AGREEMENT AND ALL REVISIONS THEREOF. If you do not wish to accept these Terms, then please don’t sign up, in which case you will not be able to make any use of the Services. Note that any violation of these Terms may result in termination of your ability to access and use the Service.
We reserve the right at any time to change all or any part of these Terms, modify the Service, including by eliminating, modifying, limiting or discontinuing any feature of the Service. Any modification we make to any of the forgoing will be effective immediately upon notice, which we may provide by any means including, without limitation, posting the amended Terms on the Service or by sending an electronic mail to you. Your continued use of the Service after such notice will be deemed acceptance of such new terms or changes to the Service.
1. Registration, User Account, Password and Security
As part of the registration to use the Service, you agree to (a) provide truthful, accurate, and current information about yourself as prompted by our registration form (including your email address) (the “Registration Data“), and (b) maintain and update your Registration Data so that it remains at all times accurate, current and complete. As the Service is geared towards retailers, the Registration Data should provide accurate information not only about the individual performing the sign-up, but also about the person, entity or organization utilizing the Service. You acknowledge that if any information provided by you is untrue, inaccurate, misleading, not current or incomplete it will affect the results of the Services.
As part of the account set-up and registration process, you will be asked to select a username. We may refuse to grant you a username for any reason in our sole discretion.
When you complete the sign up process you will be assigned a system generated password, and after your initial log-in you will be asked to replace the assigned password with a password of your choice. You will be solely responsible for maintaining the confidentiality and use of your username and password and agree not to transfer or resell your use of or access to the Service to any third party. YOU ARE FULLY AND SOLELY RESPONSIBLE FOR ANY AND ALL ACTIVITIES THAT OCCUR THROUGH YOUR ACCOUNT.
You hereby agree (a) to immediately notify us of any unauthorized use of your password or account or any other breach of security, and (b) if you access your profile from a public computer, to ensure that you logout from your account at the end of each session. We cannot and will not be liable for any loss or damage arising from your failure to comply with this Section 2.
3. License to the Service
Subject to and conditioned upon your acceptance of these Terms and your ongoing compliance with the Terms (including ongoing payment), we grant to you a non-exclusive, non-transferable, non-sub licensable, limited right to access and use the Service solely for your own internal business use in strict compliance with these Terms.
4. Status as Beta Site.
Without derogating from the provisions of Section 10, you acknowledge and confirm that you are aware that THE SERVICES ARE IN BETA TESTING PHASE, AND STILL UNDERGOING DEVELOPMENT AND DE-BUGGING AND IS A NON-STABLE NON-COMMERCIAL RELEASE.
You hereby irrevocably waive any claim for damages due to any defect or malfunction related to (a) Limited functionality of the Service, including without limitation: Service Deficiencies (as defined below), limited features, downtime, and other usability problems; (b) Fitness to any of your needs, operational requirements or particular use; (c) Documentation and tutorials provided by us.
You agree to serve as a “Beta Test Site” for the Service and you will notify us of all problems and ideas for enhancements which come to your attention during the period of these Terms. In addition to the provisions of Section 12, you further hereby assign to the Company all right, title and interest to such enhancements, including all Intellectual Property Rights thereto.
During the Beta Testing period you will have a continual duty and obligation to report to any malfunctions, bugs, errors, or other operational problems in our Service (“Service Deficiency”). Each Service Deficiency report shall describe the operating environment, the commands executed that resulted in such Service Deficiency in sufficient detail to allow the us to recreate the Service Deficiency itself, and any actions that were subsequently taken by you following the occurrence of such Service Deficiency.
5. Rules of Conduct
Without derogating from the generality of the forgoing the following is a list of activities that are prohibited according to our rules of conduct.
While using the Service, you agree not to (a) Upload, post, process, reproduce, distribute, send or otherwise transfer or make available (collectively “Transmit” and “User Content” respectively) any content that is, in any jurisdiction were so Transmitted, illegal, abusive, obscene, defamatory, inflammatory, libelous, hateful, or racially, ethnically, sexually or otherwise objectionable (including links to other websites showing any of the forgoing); (b) Transmit any User Content that may infringe or promote the infringement of any copyright, patent, trademark, service mark, trade secret, sui generis right, moral right, celebrity right, right of attribution, or other intellectual or proprietary right of any party or any application for any of the forgoing (“Intellectual Property Right”);(c) Transmit any material that contains software viruses, worms, Trojan horses, defects, date bombs, time bombs or any other malicious code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (d) Disrupt or interfere with the security of, or otherwise abuse, the Service, its system resources, accounts, servers, or networks connected to or accessible through the Company or affiliated or linked websites or access, hack or deface any portion of the Company, tamper with or use non-public areas of the Company; (e) Transmit false or misleading information or falsely represent yourself as any other person, or misrepresent yourself as a representative or affiliate of any person or entity or as another client; (f) Disrupt or interfere with any other user’s use or enjoyment of the Service or affiliated or linked websites or use the account or password of others; (g) Use any information obtained from the Service in order to harass, abuse, or harm another person; or (h) Express or imply that any statements you make are endorsed by us, without our prior written consent; (i) Sublicense, sell, lease, or rent the Services, whether or not for consideration; (j) Decompile, disassemble, or reverse engineer the Services; (k) Sharing of password and/or username and simultaneous access to the Services, via the same password and/or username or otherwise.
You hereby acknowledge that you may only upload User Content that is in formats supported by the Service, as presented to you on the upload page (as may be amended from time-to-time). User Content in non-supported formats may not display or work properly, and therefore you are required to convert any User Content into a supported format prior to uploading it. We reserve the right, at our sole discretion, to remove any User Content that is in a non-supported format.
We may terminate your access to and use of the service immediately if you fail to comply with the above rules. In addition the Company reserves the right to investigate and take appropriate legal action against anyone who, in the Company’s sole discretion, violates these Terms, including without limitation, reporting you to law enforcement authorities.
6. Intellectual Property Policy
We respect the Intellectual Property Rights of others. We ask our users to do the same. We may terminate the accounts of users who appear to infringe the Intellectual Property Rights of others (our rights and those of our affiliates and contractors as well as rights of third parties).
BY MAKING EACH CONTENT TRANSMISSION YOU REPRESENT AND WARRANT THAT (I) YOU ARE THE OWNER OF THE CONTENT WHICH YOU TRANSMIT (OR OTHERWISE HAVE THE RIGHT TO GRANT THE LICENSES SET FORTH IN SUBSECTION C BELOW); AND (II) THAT THE CONTENT DOES NOT INFRINGE UPON THE INTELLECTUAL PROPERTY RIGHTS OR OTHER RIGHTS OF OTHERS. YOU ALSO REPRESENT THAT THERE ARE NO OUTSTANDING DISPUTES IN CONNECTION WITH THE INTELLECTUAL PROPERTY RIGHTS OR OTHER RIGHTS IN THE CONTENT OR ANY PARTS OF THE CONTENT.
B. Our Intellectual Property Rights
The Service and any software used in connection with the Service (“Software“) contain proprietary information that is protected by copyrights and other applicable Intellectual Property national and international laws and regulations. The Company owns retains all Intellectual Property Rights in the Service, the Software and the Company content.
You agree and confirm that title and all applicable rights to patents, copyrights, trademarks, trade secrets, moral rights and any other intellectual property right in any and all improvements, modifications and enhancements to the Services, whether or not such improvements, modifications and enhancements were made by you or according to your request, feedback, suggestion or recommendations, shall vest solely with the Company.
You agree not to copy, modify, adapt, reverse engineer, decompile, duplicate, distribute, translate or create derivative works based on the Service or the Software in whole or in part, or exploit for any commercial purposes, any portion of the Service; You may not “frame” or “mirror” any portion of the Service without our prior written authorization; You further agree not to remove any copyright, trademark or other proprietary rights notices contained in or displayed on any portion of the Service.
By accepting this Agreement you acknowledge and agree that any of the Company content contained or distributed on or through the Service by us or other third parties, is protected by Intellectual Property Rights. You are also strictly prohibited from creating works or materials that derive from or are based on the materials contained in the Service including, without limitation, fonts, icons, buttons and wallpapers. You may not use or distribute any content received through the Service without our authorization. You agree not to Transmit or otherwise publish, reproduce, copy, in whole or in part, any content available through the Service in violation of applicable copyright and other intellectual property laws.
Except as expressly authorized by these Terms, you may not use, reproduce, distribute, modify, transmit or publicly display any portion of the service without the written consent of the Company.
“Upstream Commerce”, the Company’s logo and other graphics, logos, and service names are common law trademarks, registered trademarks or trade dress of the Company. Such trademarks may not be used in connection with any product or service that is not the Company’s product in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits the Company. You may not use any “meta tags” or any other “hidden text” utilizing the forgoing trademarks, nor may you purchase keyword or targeted search engine advertising using any of the forgoing trademark terms.
C. Your Content
Except for the foregoing licenses, we do not claim ownership of any copyright in your User Content. You continue to retain all ownership rights in such User content, and you continue to have the right to use your User content in any way you choose.
The forgoing notwithstanding, we may preserve content, including, any User Content and may also, in our sole discretion, disclose any User content, and the circumstances surrounding the Transmission or use thereof, in order to (a) operate the Service; (b) protect the rights, property, or personal safety of the Company, our affiliates, contractors, employees partners, licensors, and users or the public; (c) comply with legal obligations, governmental requests or other legal process; (d) enforce these Terms; (e) respond to claims that any content violates the rights of third-parties.
D. Copyright Infringement Policy
If any person or entity (the “Complaining Party”) believes in good faith that material used or displayed on or through the Service (by us or by any of our affiliates or users) has been used in a way that constitutes an infringement of any of the Complaining Party’s Intellectual Property Rights (including any third party that the Complaining Party is entitled to represent) it is requested to send a notice to our IP Designated Agent requesting that the material be removed, or access to it blocked (“IP Notice“).
The IP Notice must be in writing and include the following information:
1. A physical or electronic signature of a person authorized to act on behalf of the owner of the Intellectual Property Right that is allegedly infringed.
2. identification of the IP protected work and/or mark claimed to have been infringed (or if multiple works are covered by a single notification, a representative list of such works);
3. identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to allow us to locate the material on the Service (or in the case of links to sites that are claimed to have infringing material, identification of the link that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate that reference or link);
4. a duly notarized affidavit made under penalty of perjury stating that (a) the Complaining Party is authorized to act on behalf of the owner of the Intellectual Property Right that is allegedly infringed; and (b) that the information in the IP Notice is accurate;
5. a statement that the Complaining Party has a good faith belief that the use of the material in the manner complained of is not authorized by the Intellectual Property Right owner, its agent or by applicable law; and
6. information reasonably sufficient to permit us to contact the Complaining Party, including information such as your name, address, telephone number, email address, and other contact information.
It is expected that all users of any part of the Company’s Service will comply with applicable copyright laws. However, if we receive an IP Notice we will process notices of alleged infringement and respond expeditiously to remove, or disable access to, the material that is claimed to be infringing or to be the subject of infringing activity.
If we receive an IP Notice that is not compliant with the above procedures, we shall handle them in whatever manner appears to be reasonable, at our sole discretion, given the circumstances presented.
The above detailed Copyright Infringement Policy is without prejudice to any other right provided to us under these Terms, including any right to remove content at our sole discretion.
7. Term and Termination
These Terms shall remain effective until terminated, revised, restated or otherwise modified by us as set forth herein.
We may, at our sole discretion and at any time discontinue providing the Service, or any part or feature thereof, with or without notice.
We may at our sole discretion immediately terminate these Terms, and/or terminate, deactivate or suspend your account and/or your access to and use of the Service or any portion thereof and/or remove any of your User Content and other files or data in your account, at any time and for any reason, with or without cause, without prior notice to you. We shall not be liable to you or to any third-party for any termination of your access to the Service.
Should you object to any terms and conditions of these Terms (as amended) or become dissatisfied with the Service in any way, your only recourse is to immediately discontinue your use of the Service and/or terminate your account.
You hereby agree to indemnify, defend and hold us, our affiliates, service providers, partners, licensors, and our and their directors, officers, employees, consultants, agents and other representatives, harmless from and against any and all claims, judgments, awards, liabilities, damages, losses, costs and expenses (including reasonable attorneys’ fees) and other expenses that are based on or arise directly or indirectly out of or from (a) your breach of these Terms; (b) any use of your User Content or other content Transmitted by you or under your account; (c) any misuse of your account; (d) any breach of your representations and warranties set forth herein; or (d) your activities in connection with the Service.
9. Disclaimer of Warranties
YOU UNDERSTAND AND AGREE THAT THE SERVICE, INCLUDING ALL COMPONENTS AND FEATURES, INFORMATION AND MATERIALS INCORPORATED THEREIN IS PROVIDED “AS IS” AND “AS AVAILABLE” BASIS AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. THE COMPANYAND ITS AFFILIATES MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AS TO THE ACCURACY AND RELIABILITY OF EITHER THE COMPANY CONTENT, USER CONTENT OR ANY MATERIAL AVAILABLE ON THE SERVICE, NOR DO WE MAKE ANY WARRANTY AS TO THE RESULTS OR CALCULATIONS THAT MAY BE OBTAINED FROM THE SERVICES OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICE.
TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, WE AND OUR AFFILIATES, SERVICE PROVIDERS, PARTNERS, LICENSORS, AND AGENTS DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, ACCURACY, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. Some jurisdictions may not allow the exclusion of implied warranties, so the above exclusions may not apply to you.
WE AND OUR AFFILIATES, SERVICE PROVIDERS, PARTNERS, LICENSORS, AND AGENTS DO NOT WARRANT THAT: (A) THE SERVICE OR ITS CONTENT WILL MEET YOUR REQUIREMENTS; (B) YOUR USE OF THE SERVICE WILL BE UNINTERRUPTED, TIMELY, ERROR-FREE OR SECURE, OR THAT THE SERVICE OR ANY SOFTWARE INCORPORATED INTO THE SERVICE OR ANY DOWNLOADABLE CONTENT ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; (C) THE QUALITY OF ANY SERVICES, INFORMATION, OR OTHER MATERIAL OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS; OR (D), THAT DEFECTS, IF ANY, WILL BE CORRECTED.
YOU AGREE THAT WE SHALL HAVE NO RESPONSIBILITY FOR ANY DAMAGES SUFFERED BY YOU IN CONNECTION WITH THE SERVICE OR ANY CONTENT CONTAINED THEREIN INCLUDING BUT NOT LIMITED TO LOSS OF DATA, ERRORS, SYSTEM DOWN TIME, NETWORK OR SYSTEM OUTAGES, COMMUNICATIONS LINE FAILURE, FILE CORRUPTION, OR SERVICE INTERRUPTIONS CAUSED BY THE NEGLIGENCE OF EITHER US OR OUR AFFILIATES AND SERVICE PROVIDERS, OR A USER’S OWN ERRORS AND/OR OMISSIONS, ALL IN IRRESPECTIVE OF THE THEORY UPON WHICH ANY CLAIM MAY BE BASED, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
UNDER NO CIRCUMSTANCES SHALL THE COMPANY BE RESPONSIBLE FOR ANY LOSS OR DAMAGE, INCLUDING PERSONAL INJURY OR DEATH, RESULTING FROM USE OF THE SERVICE OR FROM ANY CONTENT POSTED ON OR THROUGH THE SERVICE.
YOU ASSUME ALL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SERVICE AND YOUR RELIANCE THEREON. YOU EXPRESSLY AGREE THAT USE OF THIS SERVICE, IS AT YOUR SOLE RISK. YOU UNDERSTAND AND AGREE THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR BUSINESS, YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH CONTENT. NO OPINION, ADVICE OR STATEMENT OF THE COMPANYOR ITS AFFILIATES, DISTRIBUTORS, PARTNERS, SERVICE PROVIDERS, OFFICERS AND EMPLOYEES, LICENSORS, OR AGENTS, WHETHER ORAL OR WRITTEN, AND WHETHER MADE ON OR THROUGH THE SERVICE OR OTHERWISE, SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.
YOU ACKNOWLEDGE THAT WE MAKE NO WARRANTY OR REPRESENTATION THAT CONFIDENTIALITY OF INFORMATION TRANSMITTED THROUGH THIS SITE WILL BE MAINTAINED. THE COMPANY ASSUMES NO RESPONSIBILITY FOR ANY THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, OR ALTERATION OF, ANY USER CONTENT OR COMMUNICATION.
10. Limitation of Liability
TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, NEITHER THE COMPANY NOR ANY OF OUR AFFILIATES, PARTNERS, LICENSORS, NOR OUR OR THEIR DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS, AGENTS OR OTHER REPRESENTATIVES NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, TRANSMITTING, OR DISTRIBUTING THE SERVICE, SHALL BE RESPONSIBLE OR LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, LOSS OF GOODWILL, LOSS OF DATA OR OTHER INTANGIBLE LOSSES), UNDER ANY THEORY OF LAW INCLUDING UNDER CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY ARISING OUT OF OR RELATING IN ANY WAY TO THE SERVICE (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). Some jurisdictions may not allow the limitation or exclusion of liability for incidental or consequential damages, so some of the above may not apply to you. In such jurisdictions, liability is limited to the fullest extent permitted by law.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE LIABILITY OF THE COMPANYAND/OR ITS RELATED PARTIES TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO THE COMPANY FOR THE SERVICES DURING THE TERM OF MEMBERSHIP. YOU EXPRESSLY UNDERSTAND AND AGREE THAT EXCEPT FOR THE FORGONG AND TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE SERVICE IS TO STOP USING THE SERVICE.
11. Policy for Idea Submission and Error Reports
We appreciate your interest in improving the Service; however, please note that any such ideas, recommendations, error and bug reports, comments, concepts, additional feature and other requests or suggestions (“Ideas“) that you submit will be owned by the Company, and you hereby irrevocably assign and transfer any Intellectual Property Rights in such Ideas to the Company, free of charge, upon their Transmission, and you agree that the same will automatically become our property and that we shall be entitled to use, exploit, implement, adapt, develop, copy, reproduce, publish, license or assign the rights to such materials without any obligation to make any royalty or other payment to you, and without any obligation of credit or notice to you. By sending an unsolicited submission you waive the right to make any claim against the Company or affiliates relating to unsolicited submissions, including, without limitation, unfair competition, breach of implied contract or breach of confidentiality. If you intend to retain any Intellectual Property Rights in your Ideas please do not submit them to us without our prior written approval.
12. Links to Other Resources
We may provide hyperlinks to other websites or resources. Inclusion of hyperlinks to such resources does not imply any endorsement of the material or opinions on such resources or any association with their operators. Because we have no control over such sites and resources, you acknowledge and agree that we shall not be responsible for the availability of such sites or resources, nor shall we be responsible or liable for any content, advertising, products or other materials on or available from such sites or resources. It is clarified that the content of such sites was in no way investigated, monitored or checked for accuracy or completeness by the Company. When you access these third-party sites you do so at your own risk, and you should refer to each such web site’s individual “Terms of Service” and not rely on these Terms in any way.
The Company takes no responsibility for third party advertisements which are posted on this Site or through the Site Services, nor does it take any responsibility for the goods or services provided by its advertisers.
13. Dispute Resolution
These Terms shall be construed in accordance with and governed for all purposes by the substantive laws of the State of Israel without regard to conflicts of law provisions. You agree that any claim or dispute you may have against The Company and its directors, officers, employees and consultants must be resolved by a court located in Tel Aviv, Israel, and waive any jurisdictional, venue or inconvenient forum objections to such courts.
If any provision of these Terms, or the application thereof to any person, place or circumstance, shall be held by a court of competent jurisdiction to be invalid, void or otherwise illegal or unenforceable under any applicable statute or rule of law,, such provision shall be enforced to the maximum extent possible, or, if incapable of such enforcement, shall be deemed to be deleted from these Terms, and the remainder of these Terms and such provisions as applied to other persons, places and circumstances shall remain in full force and effect and Agreement shall in no way be affected or impaired.
No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default, nor shall any delay or omission on the part of either party to exercise or avail itself of any right or remedy that it has or may have hereunder operate as a waiver of any right or remedy. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches.
This is the entire agreement between us relating to the subject matter herein and supersedes any and all prior or contemporaneous written or oral agreements between us (including any information made available on the Service) with respect to such subject matter.
We may assign our rights and responsibilities hereunder without notice to you. These Terms are not assignable, transferable or sublicenseable by you except with our prior written consent. These Terms may not be modified or amended except as set forth in the introductory section of these Terms.
Any heading, caption or section title contained in these Terms is inserted only as a matter of convenience and in no way defines or explains any section or provision hereof.
If you have any questions or comments regarding these Terms, please contact email@example.com.
BY CLICKING “I ACCEPT” OR OTHERWISE SIGNING UP FOR THE SERVICE OR INDICATING ACCEPTANCE OF THESE TERMS, YOU ACKNOWLEDGE THAT (1) YOU HAVE READ AND REVIEWED THESE TERMS IN THEIR ENTIRETY, (2) YOU AGREE TO BE LEGALLY BOUND BY THESE TERMS AS A BINDING AND ENFORCEABLE OBLIGATION.