Please review these terms and conditions of use carefully before accessing upya.io, manage.upya.io, or any other associated websites operated by Upya Technologies Ltd (collectively referred to as the “Site”) or utilizing the content, products, mobile apps, or services provided by Upya Technologies Ltd (the “Services”). The Site is owned and managed by Upya Technologies Ltd. If you are accessing the Site or Services on behalf of a third party, you agree to these Terms on behalf of said third party and confirm your authority to bind them through this agreement.

Please read this agreement carefully before accessing or using the Site and Services. By accessing or using any part of the Site and Services, you agree to be bound by these Terms. If you do not agree to all of the Terms, then you may not access the Site or use any Services.

Your Data
Our Privacy Policy explains the data we collect from you and use in providing and improving the Services. These Terms provide us with certain rights to Your Data as described herein.

Site and Services
The Site and Services offered by Upya Technologies Ltd include a technology platform and mobile app that helps you collect data using mobile phones, or computers, as well as other related software and services. The Site and Services allow you to collect data online or offline, access data as soon as it’s collected, keep data secure, and ensure data quality. In addition to using the tools on the Site and the mobile app, users may sign up for additional Services, which could include consulting, implementation and development services specific to particular projects.

Your Account
Upon registration, you will be provided with a user account, and you may have the option to generate additional user accounts for sharing purposes. It is imperative that you prioritize the security of Your Account and any associated accounts you create. By utilizing our Services, you accept full responsibility for all activities conducted under Your Account. Should you opt to authorize, delegate, or share control/access of your account with other individuals or organizations (referred to as “Your Delegates”), you bear the responsibility for their actions. Your Delegates includes both web and mobile users of the Services.

Responsibilities
You bear full responsibility and liability for your actions and any data you provide (“Your Data”). Please refrain from collecting, copying, uploading, downloading, or sharing Your Data with Upya Technologies Ltd unless you possess the proper rights and authority to do so. Unauthorized sharing of Your Data with Upya Technologies Ltd constitutes a violation of these Terms and may lead to the termination of Your Account and any active Subscriptions for Services. While we reserve the right to review your conduct and Your Data for compliance with these Terms, we are not obligated to do so.

Service Updates
Periodically, Upya Technologies Ltd reserves the right, at its discretion, to introduce new features or functionalities, as well as provide bug fixes, patches, updates, and upgrades to our Services and its components. These enhancements may be delivered automatically and without prior notice. If you prefer not to receive such upgrades automatically, you may opt not to utilize the Services.

Communication
By voluntarily providing us with your personal information for the purpose of utilizing our Services, gaining insight into our offerings, downloading content, contacting us, or any other reason, you consent to subscribing to newsletters, marketing or promotional materials, and other relevant information that we may distribute. Nonetheless, you retain the option to opt out of receiving any or all of these communications from us by following the unsubscribe link or instructions provided in any email correspondence we send.

Confidentiality; Data Rights
Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Upya Technologies Ltd includes non-public information regarding features, functionality and performance of the Service. Your Proprietary Information includes non-public data that you provided to Upya Technologies Ltd regarding your business performance. The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.

Separate to the proprietary data mentioned above, all operational data generated and processed on the web platform and mobile app is denoted as being co-owned by yourselves and Upya Technologies Ltd. You have unlimited and unrestricted access rights to the operational data at all times.

You confirm and agree that the Services and associated software products represents proprietary and confidential information and trade secrets of the Upya Technologies Ltd. As such, you agree not to disclose or share login details or any other access details to the Site and Services to any 3rd party, except for direct employees who will be using the Site and Services under license as permitted by this agreement. Accessing the product for the purposes of competitive analysis or as an attempt to reverse engineer, decompile or otherwise copy elements of the software is strictly prohibited. You will be held liable for any breach of this clause through sharing of login details to 3rd parties by any of your employees or indirectly as if you had made the same disclosure.

Payment and Renewal
Paid services, known as “Paid Services,” may be accessible on the Site. By opting for Paid Services you agree to pay Upya Technologies Ltd the fees indicated for those services. Payments will be processed in accordance with the pricing and payment terms outlined to you during the signup process for any Paid Services. Please note that fees for Paid Services are generally non-refundable, except as stipulated in these Terms or when mandated by law.

Renewal: Certain Paid Services operate on a subscription basis, entailing that you will be billed in advance on a recurring, periodic basis, termed as a “Subscription Period,” as per the duration you select. Your subscription to Paid Services will automatically renew at the end of each Subscription Period. You authorize us to collect the applicable fee for such Paid Services (including any taxes) via any credit card or payment mechanism we have on file for you unless you notify Upya Technologies Ltd prior to the end of the relevant Subscription Period about your intention to cancel the Paid Services.
Price Changes: Upya Technologies Ltd reserves the right to adjust the fees for Paid Services at its discretion. For Paid Services billed on a subscription basis, any fee modifications will only take effect at the culmination of the ongoing Subscription Period. We will furnish you with reasonable advance written notice of any fee alterations to afford you the opportunity to cancel your Paid Services before the revised fees come into effect.

Payment of Fees: if you believe that Upya Technologies Ltd has billed you incorrectly, you must contact Upya Technologies Ltd no later than 30 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Upya Technologies Ltd’s customer support department. Full payment for invoices issued in any given month must be received by Upya Technologies Ltd thirty (30) days after the mailing date of the invoice. After thirty (30) days of overdue payments, your access to the Site and Services will be temporarily paused until balance due is reconciled. Reactivation of platform will incur an automatic and one-time fee of one hundred USD (100).

Termination
Upya Technologies Ltd reserves the right to suspend or terminate your access to all or any portion of the Site and Services at any time, with or without cause, and with or without prior notice, effective immediately, for various reasons, including but not limited to the following: (a) violation of these Terms; (b) failure to remit fees for Paid Services; (c) engaging in activities on the Site or Services that incur legal liability for us or disrupt the experience of others; (d) misuse of one or more “free trial” or other complimentary accounts contrary to the specified purposes and terms; (e) utilizing temporary or fake email addresses or assuming false identities during interactions with the Site and Services; or (f) being subject to investigation for misconduct.

Limitation of Liability
In no event shall Upya Technologies Ltd, nor any of its officers, directors, employees and agents, be liable to you for anything arising out of or in any way connected with your use of the Site and Services, whether such liability is under contract, tort or otherwise, and Upya Technologies Ltd, including its officers, directors, employees and agents shall not be liable for any indirect, consequential or special liability arising out of or in any way related to your use of the Site and Services. Upya Technologies Ltd shall have no liability for any failure or delay due to matters beyond their reasonable control.

Disclaimer of Warranties
Upya Technologies Ltd shall use reasonable efforts consistent with prevailing industry standards to maintain the Site and Services in a manner which minimizes errors and interruptions in the Site and Services to perform in a professional manner. Services may be temporarily unavailable for scheduled maintenance, or because of other causes beyond Upya Technologies Ltd’s reasonable control, but Upya Technologies Ltd shall provide advance notice of any scheduled service disruption.

General Representation and Warranty
You represent and warrant that (i) your utilization of the Site and Services will strictly adhere to the Terms and comply with all relevant laws, regulations, and guidelines; and (ii) you hold responsibility for your behavior, Your Data, and interactions with others when using the Site and Services. Additionally, your use of the Site and Services will conform to the following requirements:

A. You may not misuse the Site or Services by disrupting their normal operation or attempting to access them through methods other than those provided by us.
B. You are solely responsible for Your Data and are accountable for its collection and distribution to third parties. We reserve the right to remove any of Your Data from the Site or Services if it violates the Terms.
C. Unauthorized copying of any content from the Site or Services is strictly prohibited.
D. Reverse engineering, decoding or decompiling the Services, or assisting anyone in doing so is strictly prohibited.
E. If your usage of the Site or Services requires compliance with specific regulations, you are solely responsible for such adherence unless otherwise agreed upon by us. Usage of the Site or Services in a manner subjecting us to those regulations without our prior written consent is prohibited.
F. Unless authorized by Upya Technologies Ltd in writing, you may not probe, scan, or test the vulnerability of any Upya Technologies Ltd system or network.
G. Transmission of viruses, malware, or any other forms of malicious software, or links to such software, through the Site or Services is strictly prohibited.
H. Abusive or excessive usage of the Site or Services, significantly exceeding average usage patterns and adversely affecting speed, responsiveness, stability, availability, or functionality for other users, is prohibited. Upya Technologies Ltd will make efforts to notify you of any abusive or excessive usage to allow you to rectify the situation.
I. Use of the Site or Services to infringe upon the intellectual property rights of others or to engage in unlawful activities is strictly prohibited.
J. Reselling or leasing the Site or Services is prohibited unless explicitly authorized in writing by Upya Technologies Ltd.

Modifications
We reserve the right to update these Terms periodically, with the latest version always available on the Upya.io website. In the event of a material revision, as determined solely by Upya Technology Ltd, we will notify you, typically by sending an email to the address linked to Your Account. It is your responsibility to monitor these updates regularly. By continuing to access or utilize the Services after revisions take effect, you agree to abide by the updated Agreement. If you disagree with the revised terms, you may not access or use the Services.

Intellectual Property
These Terms and your utilization of the Site or Services do not confer upon you any rights or ownership over any logos, graphics, images, software, trademarks, registered trademarks, service marks, or other proprietary information accessed through the Site or the Services (collectively referred to as the “Intellectual Property”). All rights, titles, and interests in and to the Intellectual Property will remain solely with Upya Technology Ltd or Upya Technology Ltd’s third-party licensors, as applicable, and there is no transfer of ownership or rights to you.

Data Security
Upya Technology Ltd prioritizes data security and maintains its servers within highly secure physical environments safeguarded by advanced firewall systems. Additionally, stringent industry practices are employed to safeguard data, including a unique system architecture that segregates each user’s data into distinct backend databases and system memory spaces. This measure prevents unauthorized access to another user’s data due to bugs or system errors. While Upya Technology Ltd equips users with tools to safeguard data collected through the Site and Services, users themselves bear the sole responsibility for maintaining the security of all data collected using these platfo