THIS AGREEMENT CONTAINS A BINDING ARBITRATION AGREEMENT AND CLASS ACTION AND JURY TRIAL WAIVER CLAUSES IN THE BELOW SECTION ‘DISPUTE RESOLUTION’ THAT IS APPLICABLE TO YOU AND US.

TERMS OF USE

Last updated August 19, 2025. Replaces all prior versions.

Please read these terms of use carefully before accessing or using the Services.

1. Introduction.

Welcome to UpAhead. UpAhead is software that allows college students to organize their coursework and optimize their performance and is operated by UpAhead, Inc. ("UpAhead", "us", "we", or "our"). These "Terms of Use" apply to the UpAhead website located at https://upahead.online, or at another URL as UpAhead may designate from time to time (“Website”), and other interactive features, downloads or applications that are operated by us and are available through, or interact with, such Website (collectively, “Services"), however accessed and/or used, whether via personal computers, mobile devices, or otherwise (collectively, "Device(s)"). As used in these Terms of Use, the term “you” or “your” refers to each user accessing the Services. If you do not agree with any of the terms or conditions in these Terms of Use, you must not access or use the Services.

2. Term.

By accessing or using our Services, you agree to be bound by these Terms of Use and our Privacy Policy, incorporated herein by reference. Upon your initial access to or use of our Services, the term of these Terms of Use (the “Term”) will begin. The Term will continue for as long as you continue to access or use our Services and/or for as long as you have an UpAhead account (your “Account”), which may be until you close or we terminate your Account in accordance with these Terms of Use, whichever happens first.

From time to time, we may make revisions to these Terms of Use and the policies relating to the Services. The top of this page has the date of these Terms of Use. We may notify you of changes in ways such as with a pop-up or by sending you an email to the email address associated with your Account. You agree that it is your responsibility to visit these Terms of Use periodically to review any such revisions. By either consenting to the Terms of Use or continuing to access or use the Services after revisions are effective, you accept and agree to abide by them.

You agree that these Terms of Use are supported by good and valuable consideration, the receipt and sufficiency of which you hereby acknowledge. Such consideration includes, without limitation, your accessing and using the Services.

3. Intellectual Property Rights.

The Services and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof), are owned by UpAhead, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. These Terms of Use permit you to use the Services for your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Services, except as follows:

Your Device may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.

You may print one copy of a reasonable number of pages of the Services for your own personal, non-commercial use and not for further reproduction, publication, or distribution.

If we provide desktop, mobile, or other applications for download, you may download a single copy to your Device solely for your own personal, non-commercial use, provided you agree to be bound by our end user license agreement for such applications.

If we provide social media features with certain content, you may take such actions as are enabled by such features.

You must not:

Modify copies of any materials from the Services.

Use any illustrations, photographs, video or audio sequences, or any graphics separately from the accompanying text.

Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this site.

You must not access or use for any commercial purposes any part of the Services or any services or materials available through the Services except to the extent expressly offered for commercial purposes. If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Services in breach of the Terms of Use, your right to use the Services will stop immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Services or any content on the Services is transferred to you, and all rights not expressly granted are reserved by UpAhead. Any use of the Services not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark, and other laws.

3.1 Copyright License.

You shall not (and shall not permit anyone else to) download, copy, modify, rent, loan, distribute, resell create a derivative work of, duplicate reverse engineer, decompile, or otherwise attempt to discover the source code or reproduce the Services (unless expressly permitted or required by law), including without limitation on any timesharing application service provider, or service bureau basis; or sell, lease, sublicense, assign, grant a security interest in or otherwise transfer any right in the Services; and you shall not exploit the Services in any unauthorized way whatsoever, including, but not limited to, by circumventing, removing, altering, deactivating, degrading or thwarting any of the protections in the Services; trespass; or burdening network capacity. You may not download, modify, copy, distribute, transmit, publicly display, perform, reproduce, duplicate, publish, license, create derivative works from, or offer for sale any information contained on, or obtained from or through, the Services without our express written consent. THE USE OF THE SERVICES, EXCEPT FOR USE OF THE SERVICES AS PERMITTED IN THESE TERMS OF USE, IS STRICTLY PROHIBITED, AND INFRINGES ON THE INTELLECTUAL PROPERTY RIGHTS OF OTHERS AND MAY SUBJECT YOU TO CIVIL AND CRIMINAL PENALTIES, INCLUDING POSSIBLE MONETARY DAMAGES, FOR COPYRIGHT INFRINGEMENT.

3.2 Trademark Information.

The trademarks, service marks, graphics, and logos used in connection with the Services may be service marks or registered service marks of UpAhead or its affiliates or licensors. Other trademarks, service marks, graphics, and logos used in connection with the Services, may be the trademarks of their respective owners. You must not use such marks without prior written permission of UpAhead.

3.3 Feedback.

Please be advised that if you send or submit to UpAhead creative ideas, suggestions, inventions, or materials (“Feedback”), UpAhead shall: (a) own, exclusively, all now known or later discovered rights to the Feedback; (b) not be subject to any obligation of confidentiality and shall not be liable for any use or disclosure of any Feedback; and (c) be entitled to unrestricted use of the Feedback for any purpose whatsoever, commercial or otherwise, without compensation to you or any other person.

4. Your Account.

In order to use the Services as a registered user, you must enter the email address and authenticate your Account. You agree and confirm that you provided accurate and complete information when you registered with the Services (“UpAhead Registration Data"), and you agree to update your UpAhead Registration Data to keep it accurate and complete. Failure to provide accurate, current and complete UpAhead Registration Data may result in the suspension and/or termination of your Account. You acknowledge and agree that UpAhead will use the UpAhead Registration Data you provide for use in maintaining your Account and that UpAhead may, in our sole discretion, refuse service, terminate accounts of any users, and change eligibility requirements at any time.

DDo not reveal your Account information to anyone else. You are solely responsible for maintaining the confidentiality and security of your Account and for all activities that occur on or through your Account, and you agree to immediately notify UpAhead of any security breach of your Account. You further acknowledge and agree that you should not share your Account and/or password details with another individual. Provided we have exercised reasonable skill and due care, UpAhead shall not be responsible for any losses arising out of the unauthorized use of your Account resulting from you not following these rules.

You agree that all information you provide to register with the Services or otherwise, including but not limited to through the use of any interactive features on the Services, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

The owner of the Services is based in the United States. We provide these Services primarily for use by persons located in the United States. We make no claims that the Services or any of their content is accessible or appropriate outside of the United States. Access to the Services may not be legal by certain persons or in certain countries. If you access the Services from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

4.1 Age Restrictions and Use of Service.

If you are under eighteen (18) years of age, then you must have parental permission to use the Services, and meet other applicable requirements as set forth in these Terms. If you permit your child or legal ward under eighteen (18) years of age (“Child”) to use the Services, you hereby agree to these Terms of Use on behalf of both yourself and your Child. You further agree that you are solely responsible for any and all use of the Services by your Child, regardless of whether you authorized such use.

5. Fees, Taxes and Other Charges.

You may be charged additional fees through the Services, including but not limited to additional amounts owed to UpAhead, third party companies, and/or governmental entities including taxes. All fees owed, whether or not itemized, are your responsibility. Fees may vary and may be changed at any time.  

6. Payments.

Credit card transactions are handled by established third party banking institutions and processing agents. Such third-party banking institutions and processing agents receive the information needed to verify and authorize your credit card or other payment information. 

Payments are due and payable immediately. You can pay the full order amount, which includes any applicable fees and taxes, using one of the accepted payment methods.

Your obligation to pay for Services is satisfied when UpAhead has received the payment in full.

7. Third Party Resources.

Applications, software, and websites of one or more third parties may be accessible through the Services and/or in connection with your Account (“Third Party Resources”). Your use of Third-Party Resources is subject to the terms and conditions of use and/or privacy policies established by such third parties, and UpAhead shall have no liability or responsibility for the privacy practices or other actions of any Third-Party Resources. You are solely responsible for any and all material that you post, re-post, share in connection with any Third-Party Resources or otherwise engage with such Third-Party Resources. Some third parties may impose fees for access to Third Party Resources, and you are responsible for all such fees. You hereby agree to indemnify UpAhead and its affiliates, subsidiaries, officers, directors, employees, agents, contractors, partners and licensors against all claims, injuries and/or damages, including, without limitation, attorneys’ fees that arise from or are related to your use of any Third-Party Resources.

8. Access to and Use of Your Account.

UpAhead reserves the right to take steps UpAhead believes are reasonably necessary or appropriate to enforce and/or verify compliance with any part of these Terms of Use. You acknowledge and agree that UpAhead may, without liability to you, access, use, preserve and/or disclose your Account information and content to law enforcement authorities, government officials, and/or a third party, as UpAhead believes is reasonably necessary or appropriate, if legally required to do so or if we have a good faith belief that such access, use, disclosure, or preservation is reasonably necessary to: (a) comply with legal process or request; (b) enforce these Terms of Use, including investigation of any potential violation thereof; (c) detect, prevent or otherwise address security, fraud or technical issues; or (d) protect the rights, property or safety of UpAhead, its users, a third party, or the public as required or permitted by law.

You agree that UpAhead and its subsidiaries and agents may collect, maintain, process and use diagnostic, technical, usage and related information, including, but not limited to, technical information about your computer, system, WiFi and application software, and peripherals, that is gathered periodically to facilitate the provision of software updates, product support and other services to you (if any) related to the Services, and to verify compliance with these Terms of Use. To enable UpAhead’s partners and third-party developers to improve their software, hardware and services designed for use with the Services, UpAhead may also provide any such partner or third-party developer with a subset of diagnostic information that is relevant to that partner’s or developer’s software, hardware and/or services, as long as the diagnostic information is in a form that does not personally identify you.

9. Our Privacy Policy.

You understand that by using the Services, you consent and agree to the collection and use of certain information about you, which may include Personally Identifiable Information, and that your use of the Services is in accordance with our Privacy Policy, which is incorporated herein. For more information, please read our full Privacy Policy.

10. Content.

The Services may contain message boards, chat rooms, personal web pages or profiles, forums, bulletin boards, and other interactive features that allow users to post, submit, publish, display, or transmit to other users or other persons content or materials (collectively, “User Content”) on or through the Services. You are solely responsible for your User Content. By submitting User Content, you grant UpAhead a non-exclusive, worldwide, perpetual (or for the duration of any copyright or other rights in such content), irrevocable, royalty-free, transferable, sublicensable (through multiple tiers) right to use, reproduce, distribute, create derivative works from, publicly perform, display, store, or publish in any way, in any media known now or in the future. You grant UpAhead the right to use your name or image in association with your User Content, if we so choose. Further, to the fullest extent permitted under applicable law, you waive your moral rights in the content and promise not to assert such rights against us, our sublicensees or assignees.

You represent and warrant that the User Content: (a) is owned by you or you control all necessary rights to it; (b) does not violate, misappropriate, or infringe on the rights of any third party including intellectual property rights, privacy rights or publicity rights; (c) is accurate, not obscene, false, libelous or defamatory; and (d) will not cause injury to any person, entity or system. You will indemnify UpAhead for any and all claims resulting from your User Content. UpAhead has the right but not the obligation to monitor, edit or remove your User Content. The User Content is non-confidential, and UpAhead will not be liable for its use or disclosure.

User Content must in their entirety comply with all applicable federal, state, local, and international laws and regulations. Without limiting the foregoing, User Content must not:

•Contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable.

•Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.

•Infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person.

•Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Use and our Privacy Policy.

•Be likely to deceive any person.

•Promote any illegal activity, or advocate, promote, or assist any unlawful act.

•Cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person.

•Impersonate any person or misrepresent your identity or affiliation with any person or organization.

•Involve commercial activities or sales, such as contests, sweepstakes and other sales promotions, barter, or advertising.

•Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.

15. Limitations of Use

You agree that you will NOT use the Services to:

• upload, download, post, email, transmit, store or otherwise make available any content that is unlawful, harassing, threatening, harmful, tortious, defamatory, libelous, abusive, violent, obscene, vulgar, invasive of another’s privacy, hateful, racially or ethnically offensive, or otherwise objectionable;

• stalk, harass, threaten or harm another;

• pretend to be anyone, or any entity, you are not — you may not impersonate or misrepresent yourself as another person (including celebrities), entity, another Services user, a UpAhead employee, or a civic or government leader, or otherwise misrepresent your affiliation with a person or entity;

• engage in any copyright infringement or other intellectual property infringement (including uploading any content to which you do not have the right to upload), or disclose any trade secret or confidential information in violation of a confidentiality, employment, or nondisclosure agreement;

• upload, post, email, transmit, store or otherwise make available any material that contains viruses or any other computer code, files or programs designed to harm, interfere or limit the normal operation of the Services (or any part thereof), or any other computer software or hardware;

• interfere with or disrupt the Services (including accessing the Services through any automated means, like scripts or web crawlers), or any servers or networks connected to the Services, or any policies, requirements or regulations of networks connected to the Services (including any unauthorized access to, use or monitoring of data or traffic thereon);

• plan or engage in any illegal activity; and/or

• gather and store personal information of any other users of the Services to be used in connection with any of the foregoing prohibited activities.

11. Termination of Your Account.

Your rights under these Terms of Use will automatically terminate without notice if you fail to comply with its terms. UpAhead may at any time, under certain circumstances and without prior notice, immediately terminate or suspend all or a portion of your Account and/or access to the Services. Cause for such termination shall include: (a) violations of these Terms of Use or any other policies or guidelines that are referenced herein and/or posted on the Services; (b) a request by you to close your Account; (c) a request and/or order from law enforcement, a judicial body, or other government agency; (d) where provision of the Services to you is or may become unlawful; (e) unexpected technical or security issues or problems; or (f) your participation in fraudulent or illegal activities. Any such termination or suspension shall be made by UpAhead in its sole discretion and UpAhead will not be responsible to you or any third party for any damages that may result or arise out of such termination or suspension of your Account and/or access to the Services.

Upon termination of your Account, you will lose all access to the Services and any portions thereof, including, but not limited to, your Account and any User Content you posted on the Services. In addition, after a period of time, UpAhead will delete information and data stored in or as a part of your Account and User Content, provided we may retain and use your information and User Content as necessary to comply with our legal obligations, resolve disputes, and enforce our agreements. Consistent with these requirements, we will try to delete your information and User Content as soon as is reasonably practical. You understand and acknowledge that there might be latency in deleting information from our servers and back-up versions might exist after deletion. Any individual components of the Services that you may have used subject to separate software or other license agreements will also be terminated in accordance with those agreements.

12. The Services Are Provided "as-is"; Internet Connectivity.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS AND THAT FROM TIME TO TIME UPAHEAD MAY REMOVE THE SERVICES FOR INDEFINITE PERIODS OF TIME, OR TERMINATE ACCESS TO THE SERVICES IN ACCORDANCE WITH THESE TERMS OF USE. UPAHEAD AND ITS AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. IN PARTICULAR, UPAHEAD AND ITS AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS DO NOT GUARANTEE, REPRESENT OR WARRANT THAT THE SERVICES (I) WILL MEET YOUR REQUIREMENTS; (II) WILL BE TIMELY, UNINTERRUPTED, SECURE OR ERROR-FREE; (III) WILL BE ACCURATE OR RELIABLE; (IV) WILL NOT CONTAIN DEFECTS; OR (V) WILL BE FREE FROM LOSS, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSION.

ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. YOU FURTHER ACKNOWLEDGE THAT THE SERVICES ARE NOT INTENDED OR SUITABLE FOR USE IN SITUATIONS OR ENVIRONMENTS WHERE THE FAILURE OR TIME DELAYS OF, OR ERRORS OR INACCURACIES IN, THE CONTENT, DATA OR INFORMATION PROVIDED BY THE SERVICES COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE.

TO ACCESS THE SERVICES, DEVICES MUST BE CONNECTED TO THE INTERNET. FAILURE TO MAINTAIN THE SPECIFIED INTERNET CONNECTION REQUIREMENTS MAY RESULT IN YOUR INABILITY TO ACCESS THE SERVICES. IF YOU FAIL TO MAINTAIN AN INTERNET CONNECTION, THE QUALITY AND AVAILABILITY OF THE SERVICES WILL BE AFFECTED. YOU ARE RESPONSIBLE FOR ALL COSTS AND ANY OTHER CHARGES OR EXPENSES CHARGED BY YOUR INTERNET SERVICE PROVIDER.

13. Limitation of Liability.

13.1 Use of the Services.

EXCEPT AS SPECIFICALLY PROVIDED IN THESE TERMS OF USE, NEITHER UPAHEAD NOR ITS AFFILIATES, SUPPLIERS, EMPLOYEES, AGENTS, OR CONTRACTORS SHALL UNDER ANY CIRCUMSTANCES OR UNDER ANY LEGAL THEORY (INCLUDING, BUT NOT LIMITED TO, TORT OR CONTRACT) HAVE ANY LIABILITY TO YOU OR TO ANY OTHER PERSON OR ENTITY FOR ANY LOSSES, DAMAGES, OR COSTS INCLUDING BUT NOT LIMITED TO:

(A) ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL LOSSES OR DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF EARNINGS, LOSS OF BUSINESS OPPORTUNITIES, PERSONAL INJURIES, OR DEATH) THAT RESULT DIRECTLY OR INDIRECTLY FROM OR IN CONNECTION WITH YOUR RELIANCE ON OR USE OF THE SERVICES, ANY WEBSITES LINKED TO THEM, ANY CONTENT ON THE WEBSITE OR OTHER WEBSITES (INCLUDING, BUT NOT LIMITED TO, ANY MISTAKES, OMISSIONS, INTERRUPTIONS, COMPUTER OR OTHER HARDWARE OR SOFTWARE BREACH, FAILURES OR MALFUNCTIONS, DELETION OR CORRUPTION OF FILES, WORK STOPPAGE, ERRORS, DEFECTS, DELAYS IN OPERATION, DELAYS IN TRANSMISSION, OR FAILURE OF PERFORMANCE OF THE SERVICES, OR ANY OTHER MISTAKES, OMISSIONS, LOSS OF EMAIL OR OTHER INFORMATION OR DATA, OR USE OF THE SERVICES; OR

(B) ANY LOSSES, CLAIMS, DAMAGES, EXPENSES, LIABILITIES, LEGAL FEES, OR OTHER COSTS THAT RESULT DIRECTLY OR INDIRECTLY FROM OR IN CONNECTION WITH ANY ALLEGATION, CLAIM, SUIT, OR OTHER PROCEEDING BASED UPON A CONTENTION THAT THE USE OF THE SERVICES, BY YOU OR ANY OTHER PERSON OR ENTITY INFRINGES UPON THE CONTRACTUAL RIGHTS, PRIVACY, CONFIDENTIALITY, COPYRIGHT, PATENT, TRADEMARK, TRADE SECRET, OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.

NEITHER UPAHEAD NOR ANY OF ITS AFFILIATES, SUPPLIERS, EMPLOYEES, AGENTS, OR CONTRACTORS SHALL HAVE ANY LIABILITY WHATSOEVER FOR ANY DAMAGE, LOSS, OR DESTRUCTION TO YOUR DEVICE(S). 

IF, HOWEVER, A COURT OR JUDICIAL OR ADMINISTRATIVE AUTHORITY OF APPROPRIATE JURISDICTION, IN A FINAL RULING, DETERMINES THAT THIS PROVISION IS UNENFORCEABLE, OUR TOTAL LIABILITY TO YOU FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES WILL BE LIMITED TO THE AMOUNT YOU HAVE PAID FOR THE SERVICES, IF ANY, AND IF YOU HAVE PAID NO AMOUNT, THEN $50.  YOU ALSO ACKNOWLEDGE AND AGREE THAT YOU HAVE SELECTED THE SERVICES WITH A FULL UNDERSTANDING OF THE LIMITATION OF OUR LIABILITY IN THESE TERMS.

YOU EXPRESSLY AGREE AND ACKNOWLEDGE THAT THE FOREGOING LIMITATIONS OF LIABILITY FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES AND SHALL APPLY EVEN IF A LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE OR IS DEEMED UNCONSCIONABLE.  CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

13.2 Restrictions on Limitation of Liability.

Certain of the above limitations may not apply if your state does not allow the exclusion or limitation of implied warranties or does not allow the limitation or exclusion of incidental or consequential damages. In those states, the liability of UpAhead and its employees, affiliates, suppliers, agents, and contractors are limited to the maximum extent permitted by law. All limitations and disclaimers stated in these Terms of Use also apply to UpAhead’s third-party contractors, as third-party beneficiaries of these Terms of Use. All representations, indemnifications, and limitations of liability contained herein shall survive the termination of these Terms of Use; any other obligations of the parties hereunder shall also survive, if they relate to the period before termination or if, by their terms, they would be expected to survive such termination.

14. Indemnity.

You agree that you shall be responsible for and shall defend, indemnify, and hold harmless UpAhead, its affiliates and their respective employees, affiliates, suppliers, agents and contractors and shall reimburse the foregoing for any damages, losses or expenses (including, without limitation, reasonable attorneys’ fees and costs) incurred by any of the foregoing in connection with any claims, suits, judgments, and causes of action arising out of (a) any violation of applicable laws or regulations by you (or any parties who use your Account, with or without your permission, to access the Services); (b) your use of the Services, including, without limitation, any data, information or User Content that you post or upload to the Services; (c) violation or infringement of contractual rights, privacy, confidentiality, copyright, patent, trademark, trade secret, or other intellectual property and proprietary rights arising from your use of the Services; and (d) your breach of any provision of these Terms of Use.

15. Electronic Communications.

You agree that we may make communications available to you by posting them on the Website or sending an email to the email address you provide to us that is associated with your Account, or both and that such communications, as well as notices, disclosures, agreements and other communications that we provide to you electronically, are equivalent to communications in writing and shall have the same force and effect as if they were in writing and signed by us.

16. Dispute Resolution; Mandatory Binding Arbitration; Class Action Waiver.

PLEASE READ THIS ARBITRATION AGREEMENT (“ARBITRATION AGREEMENT”) CAREFULLY. IT REQUIRES YOU TO ARBITRATE DISPUTES WITH US AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US AND INCLUDES A WAIVER OF CLASS ACTION AND JURY TRIAL.

You agree that any dispute, controversy, or claim relating in any way to your access or use of the Service or to any aspect of your relationship with us, will be resolved by binding arbitration, rather than in court, including threshold questions of the arbitrability of such dispute, controversy, or claim except that (1) you or we may assert claims in small claims court, but only if the claims qualify, the claims remain only in such court, and the claims remain on an individual, non-representative, and non-class basis; and (2) you or we may seek injunctive or equitable relief in a court of proper jurisdiction if the claim relates to intellectual property infringement or other misuse of intellectual property rights.

You and we both agree to engage in good-faith efforts to resolve disputes prior to either party initiating an arbitration, small claims court proceeding, or equitable relief for intellectual property infringement. You must initiate this dispute resolution process by sending a letter describing the nature of your claim and desired resolution to: Thomas Lentine, 711 Saluda Avenue, Suite 101, Columbia SC 29205.  You and we agree to meet and confer personally, by telephone, or by videoconference (hereinafter “Conference”) to discuss the dispute and attempt in good faith to reach a mutually beneficial outcome that avoids the expenses of arbitration or, where applicable, litigation. If you are represented by counsel, your counsel may participate in the Conference as well, but you agree to fully participate in the Conference. Likewise, if we are represented by counsel, our counsel may participate in the Conference as well, but we agree to have a company representative fully participate in the Conference. The statute of limitations and any filing fee deadlines shall be tolled while you and we engage in the informal dispute resolution process and Conference. If you and we do not reach agreement to resolve the dispute within thirty (30) days after initiation of this dispute resolution process, either you or we may commence arbitration or, provided such claims qualify, file an action in small claims court or file a claim for injunctive or equitable relief in a court of proper jurisdiction for matters relating to intellectual property infringement.

If the arbitration provision applies or you choose arbitration to resolve your disputes, then either you or we may start arbitration proceedings. You must send a letter requesting arbitration and describing your claim to our registered agent to begin arbitration. The American Arbitration Association (AAA) will arbitrate all disputes.  For claims of less than $75,000, the AAA’s Consumer Arbitration Rules will apply; for claims over $75,000, the AAA’s Commercial Arbitration Rules will apply.  The AAA rules are available at www.adr.org or by calling 1-800-778-7879.  Upon filing of the arbitration demand, if the arbitrator finds that you cannot afford to pay AAA filing, administrative, hearing, and/or other fees and cannot obtain a waiver from AAA, we will pay them for you if you complied with the Informal Dispute Resolution Process set forth above. In addition, we will reimburse all such AAA filing, administrative, hearing, and/or other fees for claims totaling less than $75,000 unless the arbitrator determines the claims are frivolous or you did not comply with the Informal Dispute Resolution process set forth above, except that if you have initiated the arbitration claim, you will still be required to pay the lesser of $250 or the maximum amount permitted under the AAA Rules for arbitration claims initiated by you. You are still responsible for all additional costs that you incur in the arbitration, including without limitation, fees for attorneys or expert witnesses. For claims that total more than $75,000, the payment of filing, administration and arbitrator fees will be governed by the AAA Commercial Arbitration Rules.  

The arbitrator shall have exclusive authority to (a) determine the scope and enforceability of this Arbitration Agreement and (b) resolve any dispute related to the interpretation, applicability, enforceability, or formation of this Arbitration Agreement including, but not limited to, any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and us. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and these Terms. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. In addition, for claims under $75,000 as to which you followed the Informal Dispute Resolution Process before initiating arbitration, if the arbitrator finds that you are the prevailing party in the arbitration, you will be entitled to a recovery of reasonable attorneys’ fees and costs. Except for claims determined to be frivolous, we agree not to seek an award of attorneys’ fees in arbitration even if an award is otherwise available under applicable law.  The award of the arbitrator is final and binding upon you and us.  

16.1 ARBITRATION AGREEMENT: CLASS ACTION WAIVER. 

WE EACH AGREE THAT ANY PROCEEDINGS, WHETHER IN ARBITRATION OR COURT, WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS OR REPRESENTATIVE ACTION OR AS A MEMBER IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION. If a court or arbitrator determines in an action between you and us that this Class Action Waiver is unenforceable, then the Arbitration Agreement will be void as to you.  

Accordingly, under the arbitration procedures outlined in this section, an arbitrator shall not combine or consolidate more than one party’s claims without the written consent of all affected parties to an arbitration proceeding. Without limiting the generality of the foregoing, you and we agree that no dispute shall proceed by way of class arbitration without the written consent of all affected parties. If a decision is issued stating that applicable law precludes enforcement of any part of this subsection’s limitations as to a given claim for relief, then that claim must be severed from the arbitration and brought in accordance with the Governing Law, Venue and Jurisdiction, and Court Proceedings described this Arbitration Agreement.

16.2 ARBITRATION AGREEMENT: JUDGE OR JURY TRIAL WAIVER. 

YOU AND WE HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and we are instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in this Arbitration Agreement. An arbitrator can award, on an individual basis, the same damages and relief as a court and must follow these Terms as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.

16.3 ARBITRATION AGREEMENT: GOVERNING LAW, VENUE AND JURISDICTION, AND COURT PROCEEDINGS.

You may choose to have the arbitration conducted by telephone or videoconference, based on written submissions, in person in your hometown area (if you live in the United States), or at another mutually agreed upon location that is reasonably convenient to you. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

Except to the extent preempted by or inconsistent with applicable federal law and as otherwise described herein, this agreement is governed by the laws of the State of South Carolina, without regard to choice of law principles, conflicts of laws rules, or your actual state of residence. For any claim that proceeds in court rather than in arbitration, we each waive our right to a jury trial and any claims for punitive or exemplary damages. Unless otherwise specified herein, any Disputes of a legal nature, whether a claim, complaint, arbitration demand, or otherwise that is not subject to the mandatory arbitration provision, shall be subject to the exclusive jurisdiction of the federal or state courts located within Columbia, South Carolina.

16.4 ARBITRATION AGREEMENT: REGISTERED AGENT INFORMATION.

UpAhead’s Registered Agent Contact Information:

Capitol Services, Inc.

108 Lakeland Drive

Dover, DE  19901

16.5 ARBITRATION AGREEMENT: MISCELLANEOUS.

Severability. If any part of this Arbitration Agreement, other than waivers of class action rights, is deemed or found to be unenforceable for any reason, the remainder shall remain enforceable.  If a waiver of class action rights is deemed or found to be unenforceable for any reason in a case in which class action allegations have been made, the remainder of this Arbitration Provision shall be unenforceable.

16.6 Survivability. 

This Arbitration Agreement will survive any termination, payoff or transfer of this contract.

Modifications to this Arbitration Agreement. Notwithstanding any provision in these Terms to the contrary, if we make any future material change to this Arbitration Agreement, you may reject that change within thirty (30) days of such change becoming effective by writing to us at the following address: 

711 Saluda Avenue

Suite 101

Columbia, SC 29205

16.7 Survival.

The dispute resolution provision survives the termination of your Services with UpAhead. If you bring a claim against UpAhead after termination of your Account that is based in whole or in part on events or omissions that occurred while you were an UpAhead customer, this dispute resolution provision shall apply.

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE, PRIVACY POLICY OR THE SERVICES OR RELATED TO THE SERVICES AND ITS OFFERINGS MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

17. Miscellaneous.

Any and all rights not expressly granted to you in these Terms of Use are hereby reserved by UpAhead.

These Terms of Use and their performance shall be governed by the laws of the State of South Carolina, United States of America, without regard to its conflict of laws provisions. Notwithstanding the preceding sentence, if you access the Services in a state where that state’s law requires that such state’s law governs, then the law of that state (where so required) will be governed by the state where the Services are accessed.

In no event shall UpAhead be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, governmental action, nuclear or natural catastrophes or acts of God, and interruptions, loss, delay, or malfunctions of utilities, telecommunications, communications, or computer (software and hardware) equipment or services, internet failures, pandemics, epidemics, or any third party software or services; it being understood that UpAhead shall use reasonable efforts which are consistent with accepted practices in its industry to resume performance as soon as practicable under the circumstances.

You may not assign, convey, subcontract or delegate your rights, duties or obligations hereunder. UpAhead may assign these Terms of Use to any purchaser of all or substantially all of the assets to which these Terms of Use relates.

UpAhead may at any time amend and modify these Terms of Use and your continued use of the Services will be conditioned upon the terms and conditions in force at the time of your use. You may not modify these Terms of Use.

These terms and conditions shall be deemed severable. In the event that any provision is determined to be unenforceable or invalid, such provision shall nonetheless be enforced to the fullest extent permitted by applicable law, and such determination shall not affect the validity and enforceability of any other remaining provisions.

Any Sections that by their nature should survive the termination of your Account or expiration of these Terms of Use, or which would reasonably be expected to be performed after the termination of your Account or expiration of these Terms of Use, shall survive and be enforceable after termination of your Account or expiration of these Terms of Use, including any licenses granted to UpAhead hereunder which shall survive in accordance with its terms, and the provisions relating to ownership, indemnification, limitations of liability and governing law.

UpAhead does not waive any provision or right UpAhead fails to insist upon or enforce strict performance of any provision of these Terms of Use.

Unless otherwise agreed to by you and UpAhead in writing, these Terms of Use and any other documents incorporated by reference (including hyperlinks) constitute the entire agreement and understanding between you and us with respect to the subject matter of these Terms of Use, and supersede any prior understandings or agreements (whether oral or written) regarding the subject matter.

18 Contact Us.

If you have any questions, comments or complaints regarding these Terms of Use or the Services, please contact us as follows:

By mail:

711 Saluda Avenue

Suite 101

Columbia SC 29205

By e-mail: thomas@upahead.online