THIS AGREEMENT GOVERNS YOUR ACQUISITION AND USE OF OUR SERVICES. IF YOU REGISTER FOR A FREE TRIAL FOR OUR SERVICES, THIS AGREEMENT WILL ALSO GOVERN THAT FREE TRIAL. BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.

1.Definitions

Agreement

This Terms of Service, may be updated by Report Upgrade from time to time in its sole discretion.

Content

The audio and visual information, documents, software, products, and services contained or made available to You in the course of using the Service.

Effective Date

Either the date this Agreement is accepted by selecting the "I Accept" option presented on the screen after this Agreement is displayed or the date You begin using the Service, whichever is earlier.

Initial Term

The contract term, beginning on the contract start date and ending on the contract end date, specified on the applicable Order Form.

Intellectual Property Rights

Unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world.

License Administrator(s)

Those Users designated by You who are authorized to purchase licenses online using the Online Order Form and to create User accounts and otherwise administer Your use of the Service.

License Term(s)

The period(s) during which a specified number of Users are licensed to use the Service pursuant to the Order Form(s).

Online Order Form(s)

The form evidencing the initial subscription for the Service and any subsequent order forms submitted online specifying, among other things, the number of licenses and other services contracted for, the applicable fees, the billing period, and other charges as agreed to between the parties, each such Order Form to be incorporated into and to become a part of this Agreement (in the event of any conflict between the terms of this Agreement and the terms of any such Order Form, the terms of this Agreement shall prevail).

Service(s)

The Report Upgrade online software identified during the ordering process, developed, operated, and maintained by Report Upgrade, accessible via designated website or IP address, or ancillary online or offline products and services provided to You by Report Upgrade, to which You are being granted access under this Agreement, including the Report Upgrade Technology and the Content.

Report Upgrade

Collectively BI Bridge Inc. (DBA Report Upgrade), a Wyoming corporation, having its principal place of business at 15 Hubble, Suite 200A, Irvine, CA 92618 or its assigns.

Report Upgrade Technology

All of Report Upgrade’ proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to You by Report Upgrade in providing the Service.

User(s)

An individual who is authorized by You to use a Service, for whom You have ordered the Service, and to whom You (or We at Your request) have supplied a user identification and password. Users may include, for example, Your employees, consultants, contractors and agents, and third parties with which You transact business.

You or Your

The company or other legal entity for which you are accepting this Agreement.

2. Privacy Disclosure

Report Upgrade’ privacy policy may be viewed at www.reportupgrade.com or any other website that supports the Service. Report Upgrade reserves the right to modify its privacy policy from time to time.

3. Free Trial

If You register on our website for a free trial, We will make one or more Services available to You on a trial basis free of charge until the end of the free trial period for which you registered to use the applicable Service(s). Additional trial terms and conditions may appear on the trial registration web page. Any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding. ANY DATA COLLECTED FOR YOU INTO THE SERVICES, AND ANY CUSTOMIZATIONS MADE TO THE SERVICES BY OR FOR YOU, DURING YOUR FREE TRIAL WILL BE PERMANENTLY LOST UNLESS YOU PURCHASE A SUBSCRIPTION TO THE SAME SERVICES AS THOSE COVERED BY THE TRIAL. DURING THE FREE TRIAL THE SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY.

4. License Grant and Restrictions

Report Upgrade hereby grants You a non-exclusive, non-transferable, worldwide right to use the Service solely for Your own internal business purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to You are reserved by Report Upgrade. You shall not license, sublicense, sell, resell, transfer, assign, distribute, or otherwise commercially exploit or make available to any third party the Service or the Content in any way; modify or make derivative works based upon the Service or the Content; create Internet links to the Service or frame or mirror any Content on any other server, wireless, or Internet-based device; or reverse engineer or access the Service in order to build a competitive product or service, build a product using similar ideas, features, functions, or graphics of the Service. User licenses cannot be shared or used by more than one individual User but may be reassigned from time to time to new Users who are replacing former Users who have terminated employment or otherwise changed job status or function and no longer use the Service. You may use the Service only for Your internal business purposes and shall not: send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortuous material, including material harmful to children or violate third-party privacy rights; send or store material containing software viruses, worms, Trojan horses, or other harmful computer code, files, scripts, agents, or programs; interfere with or disrupt the integrity or performance of the Service or the data contained therein; or attempt to gain unauthorized access to the Service or its related systems or networks. You may not access the Service if You are a direct competitor of Report Upgrade, except with Report Upgrade’ prior written consent. In addition, You may not access the Service for the purposes of monitoring its availability, performance, or functionality, or for any other benchmarking or competitive purposes.

5. Your Responsibilities

You will be responsible for Users’ compliance with this Agreement. . You shall notify Report Upgrade immediately of any unauthorized use of any password or account or any other known or suspected breach of security. You shall report to Report Upgrade immediately and use reasonable efforts to stop immediately any copying or distribution of content that is known or suspected by You or Your Users. You shall not impersonate another Report Upgrade user or provide false identity information to gain access to or use the Service.

6. Account Information and Data

You grant Report Upgrade a worldwide, limited term license to transmit, transform and display Your Data, and program code created by or for You using a Service, as necessary for Report Upgrade to provide the Services in accordance with this Agreement.

7. Intellectual Property Ownership

Report Upgrade alone shall own all right, title, and interest, including all related Intellectual Property Rights, in and to Report Upgrade Technology, Content, and Service, as well as any suggestions, ideas, enhancement requests, feedback, recommendations, or other information provided by You or any other party relating to the Service. This Agreement is not a sale and does not convey to You any rights of ownership in or related to the Service, Report Upgrade Technology, or the Intellectual Property Rights owned by Report Upgrade. The Report Upgrade name, Report Upgrade logo, and product names associated with the Service are trademarks of Report Upgrade or third parties, and no right or license is granted to use them.

8.Allowances

If at any time Report Upgrade determines that You are abusing resources through Your use of the Service, Report Upgrade, at its sole discretion, may terminate this Agreement and Your access to the Service without notice.

9.Fees

You will pay all fees specified in Order Forms. Except as otherwise specified herein or in an Order Form, (i) fees are based on Services and Content purchased and not actual usage, (ii) payment obligations are noncancelable and fees paid are non-refundable, and (iii) quantities purchased cannot be decreased during the relevant subscription term.

10. Invoicing and Payment

You will provide Us with valid and updated credit card information, or with a valid purchase order or alternative document reasonably acceptable to Us. If You provide credit card information to Us, You authorize Us to charge such credit card for all Purchased Services listed in the Order Form for the initial subscription term and any renewal subscription term(s) as set forth in Section 12 (Term of Purchased Subscriptions). Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Order Form. If the Order Form specifies that payment will be by a method other than a credit card, We will invoice You in advance and otherwise in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, invoiced charges are due net 30 days from the invoice date. You are responsible for providing complete and accurate billing and contact information to Us and notifying Us of any changes to such information.

11. Non-payment and Suspension

In addition to any other rights granted to Report Upgrade herein, Report Upgrade reserves the right to suspend or terminate this Agreement and Your access to the Service if Your account becomes delinquent or falls into arrears. Any amounts owed that are not paid in full when due are subject to interest of 1.5% per month, or the maximum permitted by law, whichever is less, plus all the expenses of collection. You will continue to be charged for User licenses during any period of suspension. If Your or Report Upgrade initiates termination of this Agreement, You agree to promptly pay the balance due on Your account computed in accordance with the Charges and Fees section above. You agree that Report Upgrade may charge such unpaid fees to Your credit card or otherwise bill You for such unpaid fees. Report Upgrade reserves the right to impose a reconnection fee in the event You are suspended and thereafter request access to the Service. You agree and acknowledge that Report Upgrade has no obligation to retain Your data and that such data may be irretrievably deleted if Your account is 10 days or more delinquent.

12. Term of Purchased Subscriptions

This Agreement commences on the date You first accept it and continues until all subscriptions hereunder have expired or have been terminated. The term of each subscription shall be as specified in the applicable Order Form. Except as otherwise specified in an Order Form, subscriptions will automatically renew for additional periods equal to the expiring subscription term or one year (whichever is shorter), unless either party gives the other notice of non-renewal at least 30 days before the end of the relevant subscription term.

13. Termination

A party may terminate this Agreement for cause (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

14. Representations and Warranties

Each party represents and warrants that it has the legal power and authority to enter into this Agreement. Report Upgrade represents and warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision under normal use and circumstances. You represent and warrant that You have not falsely identified Yourself nor provided any false information to gain access to the Service and that Your billing information is correct.

15. Mutual Indemnification

You shall indemnify and hold Report Upgrade, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys, and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: a claim alleging that use of the Customer Data infringes the rights of, or has caused harm to, a third party; a claim, which if true, would constitute a violation by You of Your representations and warranties; or a claim arising from the breach by You or Your Users of this Agreement, provided in any such case that Report Upgrade gives written notice of the claim promptly to You; gives You sole control of the defense and settlement of the claim (provided that You may not settle or defend any claim unless You unconditionally release Report Upgrade of all liability and such settlement does not affect Report Upgrade’ business or Service); provides to You all available information and assistance; and has not compromised or settled such claim.

16. Internet Delays

Report Upgrade’ Services may be subject to limitations, delays, and other problems inherent in the use of the Internet and electronic communications. Report Upgrade is not responsible for any delays, delivery failures, or other damage resulting from such problems.

17. Limitation of Liability

In no event shall either party's aggregate liability exceed the amounts actually paid by and/or due from You in the 12- month period immediately preceding the event giving rise to such claim. In no event shall either party and/or its licensors be liable to anyone for any indirect, punitive, special, exemplary, incidental, consequential, or other damages of any type or kind (including, but not limited to, loss of data, revenue, profits, use or other economic advantage) arising out of, or in any way connected with this Service, including but not limited to the use or inability to use the service, or for any content obtained from or through the Service, any interruption, inaccuracy, error or omission, regardless of cause in the content, even if the party from which damages are being sought or such party's licensors have been previously advised of the possibility of such damages.

18. Modification to Terms

Report Upgrade reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service at any time, effective upon posting of an updated version of this Agreement on the Service. You are responsible for regularly reviewing this Agreement. Continued use of the Service after any such changes shall constitute Your consent to such changes.

19. Assignment/Change in Control

This Agreement may not be assigned by You without the prior written approval of Report Upgrade but may be assigned without Your consent by Report Upgrade to a parent or subsidiary, an acquirer of assets, or a successor by merger. Any purported assignment in violation of this section shall be void. Any actual or proposed change in control of You that results or would result in a direct competitor of Report Upgrade directly or indirectly owning or controlling 50% or more of You shall entitle Report Upgrade to terminate this Agreement for cause immediately upon written notice.

20. Local Laws and Export Control

The use of this Site and Site materials (e.g. software and content hosted on the Site) contained thereon may be to subject to United States export controls administered by the U.S. Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, and other U.S. agencies. You acknowledge and agree that the Site shall not be used, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported to countries as to which the United States maintains an embargo (collectively, "Embargoed Countries"), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury's List of Specially Designated Nationals or the U.S. Department of Commerce's Table of Denial Orders (collectively, "Designated Nationals"). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. By using the Service, You represent and warrant that You are not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. You agree to comply strictly with all U.S. export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required. Report Upgrade makes no representation that the Service is appropriate or available for use in other locations. If You use the Service from outside the United States, You are solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries. Any diversion of the Content contrary to United States law is prohibited. None of the Content, nor any information acquired through the use of the Service, is or will be used for nuclear activities, chemical or biological weapons, or missile projects, unless specifically authorized by the United States government for such purposes.

21. Miscellaneous

This Agreement shall be governed by the laws of the State of California and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Service shall be subject to the exclusive jurisdiction of the state and federal courts located in Orange County, California. No text or information set forth on any other purchase order, preprinted form or document (other than an Order Form, if applicable) shall add to or vary the terms and conditions of this Agreement. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between You and Artifact as a result of this agreement or use of the Service. The failure of Report Upgrade to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision. This Agreement, together with any applicable Order Form, comprises the entire agreement between You and Report Upgrade and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.
If You have questions regarding the Agreement or wish to obtain additional information, please send an email to: sales@reportupgrade.com