General terms & conditions of use

PLEASE CAREFULLY READ THESE TERMS OF USE (“Agreement” or “Terms”) BEFORE USING THIS SITE OR THE SERVICES OFFERED BY Uprise.io t/a uprise.io (“us” or “Uprise”).

1 – General terms of use

1.1 These Terms (together with any documents referred to in them and any order form between us) tell you the terms on which you may make use of our website https://uprise.io (the “Site” including all subdomains) or Uprise.io software, web applications, API integrations, widgets, and other software and information (the “Applications”, and together with the Site and all the related services provided by Uprise.io, including without limitation any additional Enterprise Services if you elect to receive them, the “Services”). Use of the Services includes accessing, browsing, or registering to use the Site or Applications.

1.2 Please read these Terms carefully before you start to use the Services, as these will apply to your use of the Services. We recommend that you print a copy of the Terms for future reference.

1.3 By accessing the Site or the Applications or by using any of the Services, you acknowledge and agree to be bound by these Terms. If you do not agree to these Terms you must not use the Services.

2 – Other applicable terms

2.1 These Terms refer to the following additional terms, which also apply to your use of the Services as amended from time to time:

(a) Our Privacy policy which sets out the terms on which we process any personal data we collect from you, or that you provide to us. By using our Services, you consent to such processing and you warrant that all data provided by you is accurate; and

(b) If you are an Enterprise Customer, the Enterprise Order Form agreed between you and us and our Enterprise Terms and Conditions which sets out certain additional terms and conditions; these Terms, the Enterprise Terms and Conditions, the Privacy Policy and any order form containing details of the Services we will make available to you, the “Agreement”.

3 – Changes to these terms

3.1 We reserve the right to modify or replace any of these Terms, or change, suspend, or discontinue the Services (including without limitation, the availability of any feature, database, or content) at any time, to the extent that such changes are required as a result of change to applicable laws or regulations. We shall use all reasonable efforts to provide you with reasonable prior written notice of any such modifications. In the event of any such modification of these Terms by us, you shall have the right, within ten (10) days after the date of such written notice of the changes or the effective date of the modifications (whichever is later), to terminate our relationship upon written notice to us. Continued use of the Services after any such notice period shall constitute acceptance by you of these changes. You are responsible at all times for complying with the current version of the Terms.

3.2 We do not guarantee that the Services, or any content accessible through the Services, will be free from errors or omissions.

4 – Information about

4.1 uprise.io is a product of Uprise.io, a company registered in England and Wales.

5 – Usage license

5.1 Uprise.io grants you a limited, non-exclusive, non-transferable licence to access and use the Services solely for purposes subject to these Terms. For the avoidance of doubt, you shall have no right to grant sub-licences. All rights not expressly granted to you under the Agreement are reserved by uprise.io (and/or its licensors).

6 – Accessing the site

6.1 We do not guarantee that the Services, or any content accessible through the Services, will always be available or be uninterrupted. Access to the Services is permitted on a temporary basis. We will not be liable to you if for any reason the Services are unavailable at any time or for any period.

6.2 You are responsible for making all arrangements necessary for you to have access to the Services.

6.3 You are also responsible for ensuring that all persons who access the Services through your internet connection are aware of these Terms and other applicable terms and conditions, and that they comply with them. You are also responsible for all activities conducted within the Services by persons whose access is facilitated, solicited or permitted by you, and shall take all reasonable steps to ensure that they comply with all applicable laws and regulations in conjunction therewith.

7 – Your account and password

7.1 If you choose, or you are provided with, a user identification code, password or any other piece of information as part of our security procedures, you must treat such information as confidential. You must not disclose it to any third party.

7.2 We have the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time, if in our reasonable opinion you have failed to comply with any of the provisions of these Terms.

7.3 If you know or suspect that anyone other than you knows your user identification code or password, you must promptly notify us at support@uprise.io.

8 – Use of the services

8.1 You must use the Services for lawful purposes, and you may not use the Services in any way that breaches any applicable local, national or international law or regulation (including without limitation the Data Protection Act 1998).

8.2  If you choose to use the Services, you are solely responsible for compliance with all applicable national and local laws and you consent to having your data transferred, processed, and stored in the United Kingdom.

8.3 By accessing, using, or registering with the Services you represent, warrant, and irrevocably covenant that:

(a) You have the authority to enter into this Agreement;

(b) Your decision to enter into this Agreement and your use of the Services will not violate any applicable law, regulation, or ordinance;

(c) Your decision to enter into this Agreement and your use of the Services will not infringe the rights of any third parties;

(d) You will at all times supply truthful and accurate information to us and you will not misrepresent yourself to the public through your use of the Services;

(e) You will never use the Services, or any services we provide to you, in a manner that violates the law or applicable regulation or the legal rights of a third party;

(f) You are at least 18 years of age.

8.4 You agree that your use complies with these Terms and you hereby agree to: (i) hold us harmless and (ii) indemnify us from and against any third party claim arising from or in any way related to your use of the Services, violation of these Terms or any other actions connected with your use of the Services including, without limitation, any liability or expense arising from all claims, losses, damages (actual), suits, judgments, litigation costs and attorneys’ fees, of every kind and nature provided that we: (i) give you written notice of such claim, suit or action as soon as reasonably possible following us becoming aware of it; (ii) do not make any admission of liability, agreement or compromise of the claim without your prior written permission; (iii) give you the option of having sole authority for the defence or settlement of the claim (at the your sole expense); and (iv) give you such reasonable assistance, and take such actions, as you may reasonably request from time to time to avoid, dispute, compromise or settle the claim, at the your sole expense.

8.5 You understand that any party you transact with using the Services is the one that sets the tax language in any donations you receive. We make no representations about the nature of any transaction you make through the Site or otherwise using the Services. You should always consult the organization you are transacting with and an appropriately qualified financial advisor prior to claiming any deduction on your taxes.

8.6 You agree to not attempt to circumvent any of the security features of the Services, and shall not enable or allow others to access the Services using any user codes or user names provided to you. You shall be liable for any unauthorized use of the Services that are facilitated or solicited by you or to which you have acquiesced. You shall notify Uprise.io immediately of any unauthorised use of any user codes or user names or any other known or suspected breach of security. You shall comply with our security and administrative regulations as notified from time to time.

9 – Responsibilities

9.1 Any general content accessed through use of the Services is provided for general information only. It is not intended to amount to advice (of any nature) on which you should rely. You must obtain professional or speciality advice before taking, or refraining from, any action on the basis of content accessed through use of the Services.

9.2 We do not take any responsibility for any content accessed through use of the Services. Any use or reliance on any content obtained by you through use of the Services is at your own risk.

9.3 We make reasonable commercial efforts to ensure content on the site is up to date and accurate. However, because we get the content from a number of different sources (including information provided by you) we do not endorse, support, represent, warrant or guarantee the completeness, truthfulness, accuracy, or reliability of any content accessed using the Services. If you do become aware of any inaccurate or incorrect content accessed or accessible using the Services please let us know at support@uprise.io and we will use our reasonable endeavours to investigate your concern and, where appropriate and possible, correct inaccurate data. Under no circumstances (save as required by law) will we be liable in any way for any content accessed, or any loss or damage of any kind incurred as a result of the accessing by you of the Services.

9.4 You accept responsibility for the selection of and use of the Services to achieve your intended results.

10 – Limitation of our liability

10.1 Nothing in these terms excludes or limits our liability for death or personal injury arising from our negligence, or our fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by english law.

10.2 The services are provided on an “as is” basis. As such, to the extent permitted by law, no representations, conditions, warranties or other terms of any kind are given in respect of the services, and all statutory (or implied) warranties and conditions are excluded to the fullest extent possible. This waiver includes, but is not limited to, all warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy of information, continuity of service, security of the site, or that the site, applications and services will be error free.

10.3 We will not be liable to any user for any loss or damage (whether direct or indirect), whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:

(a) use of, or inability to use, the services; or

(b) use of or reliance on any content displayed on the site or the applications;

(c) fraudulent or unauthorised use of the services;

(d) loss of profits, sales, business or revenue;

(e) business interruption;

(f) loss of anticipated savings;

(g) loss of goodwill, opportunity or reputation; or

(h) any indirect or consequential loss or damage.

10.4 We will not be liable for any loss or damage caused by a virus, distributed denial-of-service attack, or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of the services or to your downloading of any content on the site or applications, or on any website linked to the site or applications.

10.5 Uprise.io does not and cannot control the flow of information to or from our network and other portions of the internet. Such flow depends in large part on the performance of internet services provided or controlled by third parties. At times actions or omissions of such third parties can impair or disrupt your connections to the internet (or portions thereof). Uprise.io cannot guarantee such events will not occur. Accordingly, to the maximum extent permitted by law, we disclaim any and all liability resulting from or related to such events.

10.6 We assume no responsibility for the content of websites linked on the site or applications. Such links should not be interpreted as endorsement by us of those linked websites. We will not be liable for any loss or damage that may arise from your use of them.

10.7 uprise.io may provide you access to other third party software and/ or services (“third party products”) through reseller relationships we have established with certain commercial vendors, including without limitation providers of hosting and payment processing services (“third party vendors”). Such third party products may or may not be identified as being ultimately provided by third party vendors. Neither we nor any third party vendor makes any representations or warranties, express or implied, regarding any third party products. You expressly acknowledge and agree that use of third party products is at your sole risk and such third party products are provided “as is” and without representation or warranty of any kind from uprise.io or any third party vendor, including, without limitation, any implied warranty of merchantability, fitness for a particular purpose, lack of viruses, accuracy or completeness of responses or results, correspondence to description, or non-infringement of third party rights. To the maximum extent permitted by applicable law, neither Uprise.io nor any third party vendor will be legally responsible for any damages, whether direct, indirect or consequential, arising from the use or inability to use any third party product. You agree to observe the terms of any licence and/or applicable end-user subscriber agreement for third party products and that you shall be fully liable to third party vendors and Uprise.io with respect to any improper use of third party products or violation of licence agreements with them and/or applicable end user subscription agreements.

11 – Hosting

11.1 Hosting services are currently provided by Amazon Web Services.

12 – Payment processing

12.1 Payment processing services are currently provided by Stripe in accordance with their terms and conditions, to which you must agree before you use Stripe’s services: https://stripe.com/gb/terms.

13 – Fees and charges

13.1 We charge certain fees for the use of the Services, including a subscription fee and a transaction fee. Other fees may be charged by or on behalf of our partners who assist us in the provision of certain aspects of the Services, for example payment processing. The applicable fees and charges may be amended from time to time at our sole discretion. The current fees and charges are set out at our pricing page. All fees are exclusive of, and you shall pay, all taxes, duties, levies, fees or other similar charges (including, without limitation VAT).

13.2 Invoices shall be calculated automatically depending on the package you elect to receive from uprise.io and the use you make of the Services, and shall be dispatched to you by email only to the email address notified by you to us for this purpose. Payment shall be made within thirty (30) days of the date of the invoice and to the account designated by uprise.io. If payment is not made within that time, uprise.io may charge interest at the rate of one point five (1.5) per cent per month.

14 – Intellectual property rights

14.1 The Services and all related trademarks and service marks (whether registered or unregistered) are proprietary to Uprise.io or other third parties. We or relevant third parties are the owner or the licensee of all intellectual property rights in the Site and in the material published on it, and Applications and other components or products of the Services. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.

14.2 The Agreement is not a sale agreement and does not convey to you any rights of ownership in or related to the Services or any part of them. Uprise.io reserves the right to, at any time without prior notice, make modifications to the design, operational methods, specifications, systems, and other functions of the Site, the Applications and the Services.

14.3 You shall not attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Services in any form or media or by any means. You will not attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Services. You will not access all or any part of the Services in order to build a product or service which competes with the Services or create derivative works based on the Services or the software and technical solutions used in the Services, nor will you use the Services to provide services to third parties. Use of any automated system or software to extract data from the Site, the Applications or the Services (“screen scraping”) is expressly prohibited.

14.4 Our status (and that of any identified contributors) as the authors of content on the Site or Applications must always be acknowledged. Further, if you use or refer to the results of the Services in relation to material that is subsequently published, we request that you credit us as the source of the information with an appropriate attribution.

14.5 You must not use any part of the content on the Site or the Applications for commercial purposes without obtaining a licence to do so from us or our licensors.

14.6 If you print off, copy or download any part of the Site or the Applications in breach of these terms of use, your right to use the Services will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.

14.7 In the event that you are notified by a third party that that party claims rights in the Services or that use of the Services infringes any right of that third party, you agree to immediately notify us and, at our request, to immediately cease using the Services.

14.8 uprise.io shall own all intellectual property rights created in the course of any bespoke project work carried out by Uprise.io at your request, or work carried out by us to customise or adapt the Services for your particular requirements.

14.9 You hereby assign to Uprise.io all right, title and interest to any adaptations or enhancements suggested by the you in respect of the Site, Applications and Services and all property rights therein including without limitation all patent, copyright, trade secret, mask work, trademark, moral right or other intellectual property rights which may result from your use of the Site, Applications and Services.

14.10 Uprise.io reserves the right and you hereby grants to us the right to use any data and content generated within the scope of the Services to improve and augment the Services, to make statistics and make such statistics available to third parties, provided that we shall at all times respect your confidentiality and shall not make any such statistics available to any third party in circumstances where you or persons accessing the Services through you can be identified from the statistics or your or their confidentiality is otherwise prejudiced.

14.11 Uprise.io shall be entitled to refer to the fact that you are a customer of Uprise.io and use your name and trademarks belonging to you in press releases, other public announcements, advertising and other communications aimed at third parties.

15 – Uploading or contributing content to our site

15.1 Whenever you make use of a feature that allows you to upload content to the Site or Applications, to contribute or to make contact with other users of the Services, you must comply with these Terms and with all applicable laws and generally accepted content standards.

15.2 You warrant that any such contribution does comply with those standards, and you will be liable to us and indemnify us for any breach of that warranty (this means you will be responsible for any loss or damage we suffer as a result of your breach of warranty).

15.3 Any content you upload or contribute to the Site or Applications will be considered non-confidential and non-proprietary, and we have the right to use, copy, distribute and disclose to third parties any such content for any purpose.

15.4 We also have the right to disclose your identity to any third party who is claiming that any content posted, contributed or uploaded by you to the Site or Applications constitutes a violation of their intellectual property rights, or of their right to privacy.

15.5 We will not be responsible, or liable to any third party, for the content or accuracy of any content posted by you or any other user of the Services.

15.6 We have the right to remove any content or posting you make on the Site or Applications if, in our opinion, your post does not comply with the content standards set out above.

15.7 The views expressed by other users of the Services do not represent our views or values.

16 – Viruses and security

16.1 We do not guarantee that the Services will be secure or free from bugs or viruses.

16.2 You are responsible for configuring your information technology, computer programmes and platform in order to access the Services. You should use your own virus protection software and take all other measures necessary and desirable to ensure that the Services are accessed by you, and by persons whose access is facilitated by you, in a safe and secure manner.

16.3 You must not misuse the Services by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to the Site or Applications, the server on which the Site or Applications is stored or any server, computer or database connected to the Services. You must not attack the Site or Applications via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use the Services will cease immediately.

17 – Linking to our site

17.1 You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it. The website in which you are linking must comply in all respects with applicable laws and generally accepted content standards.

17.2 You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.

17.3 You must not establish a link to the Site in any website that is not owned by you.

17.4 The Site must not be framed on any other site, nor may you create a link to any part of the Site other than the home page or otherwise as agreed in writing by us.

17.5 We reserve the right to withdraw linking permission without notice.

17.6 If you wish to make any use of content on the Site other than that set out above, please contact us at contact@uprise.io.

18 – Third party links and resources

18.1 Where the Site or Applications contains links to other sites and resources provided by third parties, these links are provided for your information only.

18.2 We have no control over the contents of those sites or resources.

19 – Termination

19.1 We shall be entitled to terminate this licence and/or your right to access the Site with immediate effect by serving written notice on you in the following circumstances:

(a) if you commit a material or repeated breach of the Agreement;

(b) if you commit a breach of the Agreement which is not remedied within twenty-eight (28) days after receipt of a notice from us specifying the breach, requiring its remedy and making clear that failure to remedy may result in termination;

(c) you fail to pay any amount due pursuant to the Agreement within seven (7) days of the due date;

(d) if you become insolvent or have any winding up, receivership or administrative order made in respect of you, or if you make or seek to make any arrangement with your creditors or pass a resolution for your winding up or a petition is presented for your winding up or administration, or other event, that we, in our sole discretion, consider to be an analogous event in any jurisdiction (save where such event is for the purposes of a voluntary solvent reconstruction or amalgamation); and/or

(e) if we lose the right to distribute any content or third party software as contemplated by these Terms.

19.2 We shall be entitled to terminate this licence and/or your right to access the Site at any time without cause upon us giving to you no less than sixty (60) days’ prior written notice of termination and in this instance, we shall repay to you such fees prepaid by you to us in respect of any period after the effective date of termination.

19.3 Termination of this licence and/or your right to access the Site (or of any element of it) shall not affect any rights, obligations or liabilities of either party which have accrued before termination (including, without limitation, payment obligations) or which are intended to continue to have effect beyond termination. If we terminate this Agreement pursuant to clause 19.1(a), (b), (c) or (d) all fixed and recurring fees (as calculated up to the end of the period of the Agreement disregarding early termination) shall become immediately due and payable. Clauses 8, 9, 10, 14, 19 and 20 of these Terms shall continue to apply in accordance with their respective terms.

19.4 Upon termination you must cease to use the Services and shall completely delete all electronic copies of all or any part of the Services resident in your systems or elsewhere.

19.5 Upon termination of this licence, or if you otherwise delete your uprise.io account, amongst other things the Site will become inaccessible to you, your users will be unable to log in, no further emails will be sent on your behalf and gift aid processing for your charity (where applicable) will cease. Whilst no information will remain publicly accessible after deleting your account, uprise.io cannot guarantee that all information will be removed from Uprise.io equipment such as servers, backups, log files.

20 – Jurisdiction and applicable law

20.1 These Terms, their subject matter and their formation (and any non-contractual disputes or claims) are governed by English law. The courts of England and Wales will have exclusive jurisdiction over any claim arising from, or related to, the use of our Services, these Terms, their subject matter and their formation (and any non-contractual disputes or claims) although Uprise.io retains the right to bring proceedings against you for breach of these conditions in your country of residence or any other relevant country.

21 – Contact us

21.1 All communications made by us to you pursuant to this Agreement will be made by us to the email address(es) notified by you to us for these purposes, and we shall have no obligation to use any other method of communication.

21.2 If you wish to give us notice of any matter in connection with this Agreement, or have any concerns or questions about the Site, Applications or Services, please contact us at contact@uprise.io.