Terms of Service

Last updated: April 01, 2025

AGREEMENT TO OUR LEGAL TERMS

We operate the website https://upsampler.com (the "Site"), as well as any other related products and services that refer or link to these legal terms (the "Legal Terms") (collectively, the "Services").

These Legal Terms constitute a legally binding agreement made between you, whether personally or on behalf of an entity ("you"), and Upsampler ("Company," "we," "us," or "our"), concerning your access to and use of the Services. You agree that by accessing the Services, you have read, understood, and agreed to be bound by all of these Legal Terms. IF YOU DO NOT AGREE WITH ALL OF THESE LEGAL TERMS, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SERVICES AND YOU MUST DISCONTINUE USE IMMEDIATELY.

Supplemental terms and conditions or documents that may be posted on the Services from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Legal Terms from time to time. We will alert you about any changes by updating the "Last updated" date of these Legal Terms, and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Legal Terms to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Legal Terms by your continued use of the Services after the date such revised Legal Terms are posted.

The Services are intended for users who are at least 18 years old. Persons under the age of 18 are not permitted to use or register for the Services.

We recommend that you print a copy of these Legal Terms for your records.

TABLE OF CONTENTS

OUR SERVICES
INTELLECTUAL PROPERTY RIGHTS
USER REPRESENTATIONS
USER REGISTRATION
PURCHASES AND PAYMENT
SUBSCRIPTIONS AND ONE-TIME CREDITS
PROHIBITED ACTIVITIES
USER GENERATED CONTRIBUTIONS
SOCIAL MEDIA
SERVICES MANAGEMENT
PRIVACY POLICY
COPYRIGHT INFRINGEMENTS
TERM AND TERMINATION
MODIFICATIONS AND INTERRUPTIONS
GOVERNING LAW
DISPUTE RESOLUTION
CORRECTIONS
DISCLAIMER
LIMITATIONS OF LIABILITY
INDEMNIFICATION
USER DATA
ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES
MISCELLANEOUS
CONTACT US

1. OUR SERVICES

Our platform utilizes advanced AI technology to enhance existing images and generate entirely new images, providing users with tools for improved image quality, clarity, detail, and original content creation. Users can upload various types of images to be transformed by our AI-based enhancement tools or generate new images using our AI-powered image generation system.

To access the Services, the User must have internet access and cover any associated costs, as well as any required equipment or software. It is the User’s responsibility to ensure that the Services meet their needs and that they have the necessary resources to use them effectively, accepting any expenses involved in setting up these requirements. Additionally, the User assumes full responsibility for the content and appropriate use of any images uploaded to, processed by, or generated through the platform.

The information provided when using the Services is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Services from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

The Services are not tailored to comply with industry-specific regulations (Health Insurance Portability and Accountability Act (HIPAA), Federal Information Security Management Act (FISMA), etc.), so if your interactions would be subjected to such laws, you may not use the Services. You may not use the Services in a way that would violate the Gramm-Leach-Bliley Act (GLBA).

2. INTELLECTUAL PROPERTY RIGHTS

Our intellectual property

We are the owner or the licensee of all intellectual property rights in our Services, including all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics in the Services (collectively, the "Content"), as well as the trademarks, service marks, and logos contained therein (the "Marks").

Our Content and Marks are protected by copyright and trademark laws (and various other intellectual property rights and unfair competition laws) and treaties in the United States and around the world.

Your use of our Services and Your Content

Definitions:

"User Content": Refers specifically to any images, pictures, or visual content that you upload to the Services for the purpose of utilizing the Service's AI-powered image enhancement or generation tools. This includes the original image files you provide, as well as any modifications or derivative works created by you through the Service's functionalities. User Content is the input material you provide for the Services to operate.
"Submissions": Encompasses any textual or conceptual feedback, ideas, suggestions, questions, comments, or other non-image related information you directly provide to us regarding the Services. This includes communications related to feature requests, bug reports, service improvements, or general inquiries. Submissions are distinct from the images or visual content you upload for processing by the Service.

You retain full ownership of all intellectual property rights in your User Content.

By uploading User Content, you grant Upsampler a limited, non-exclusive, royalty-free, worldwide license to host, store, reproduce, modify (solely as directed by you through the use of the Services), display (solely to you or as you direct, e.g., via sharing features if offered), and otherwise use your User Content strictly and solely for the purpose of providing, operating, developing, and improving the Services to you. This license is necessary for us to perform the functions of the Services (e.g., accessing your image to enhance it upon your request).

This license terminates when you delete your User Content from our Services or terminate your account, subject to reasonable processing times and standard backup retention practices as outlined in our Privacy Policy.

We claim no ownership rights over your User Content beyond this limited license necessary to provide the Service. We will not sell, lease, or use your User Content for any commercial purpose unrelated to providing or improving the Services for you, nor will we grant sublicenses to third parties except as necessary to operate the service (e.g., cloud storage providers bound by confidentiality).

You receive full ownership of all intellectual property rights in any images you generate through the Service ("Generate Image"). Upon creation, Upsampler transfers and assigns to you all rights, title, and interest, including copyrights, in and to these generated images. You may use, reproduce, distribute, modify, publicly display, perform, and otherwise exploit generated images for personal, commercial, or other lawful purposes without additional permission from or compensation to Upsampler, subject to compliance with these Legal Terms.

You are solely responsible for your User Content and for ensuring you have all necessary rights and permissions (including copyrights and permissions from any individuals depicted) to upload, process, and use it via the Services. You assume full liability for your User Content.

Except as expressly permitted for your User Content or elsewhere in our Legal Terms, no part of our Services, proprietary Content, or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise used for any commercial purpose without our prior written consent.

If you wish to use the Services, Content, or Marks in any way not specified here or elsewhere in our Legal Terms, please contact [email protected]. If we grant you permission to post, reproduce, or publicly display any part of our Services or Content, you must acknowledge us as the owners or licensors and ensure any copyright or proprietary notice is visible.

We reserve all rights not expressly granted to you regarding the Services, Content, and Marks.

Any breach of these Intellectual Property Rights will constitute a material breach of our Legal Terms, and your right to use our Services will terminate immediately.

Your submissions

Please review this section and the "PROHIBITED ACTIVITIES" section carefully prior to using our Services to understand the (a) rights you give us regarding feedback and (b) obligations you have when you upload User Content through the Services.

Submissions: By directly sending us any question, comment, suggestion, idea, feedback, or other information about the Services ("Submissions"), you agree to assign to us all intellectual property rights in such Submission. You agree that we shall own this Submission and be entitled to its unrestricted use and dissemination for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you. This applies only to Submissions (feedback/ideas) and not to your User Content uploaded for processing.

User Content Responsibility: You are responsible for any User Content you upload. By uploading User Content through any part of the Services you:

confirm that you have read and agree with our "PROHIBITED ACTIVITIES" and will not upload any User Content that is illegal, harassing, hateful, harmful, defamatory, obscene, bullying, abusive, discriminatory, threatening to any person or group, sexually explicit, false, inaccurate, deceitful, or misleading;
warrant that any such User Content is original to you or that you have the necessary rights and licenses to submit such User Content and that you have full authority to grant us the limited license described above in relation to your User Content; and
warrant and represent that your User Content does not constitute confidential information belonging to others (unless you have permission) and does not infringe on any third party's intellectual property or privacy rights.

You are solely responsible for your Submissions and User Content, and you expressly agree to reimburse us for any and all losses that we may suffer because of your breach of (a) this section, (b) any third party’s intellectual property rights, or (c) applicable law.

We may remove or edit your Content: Although we have no obligation to monitor any User Content, we shall have the right to remove or edit any User Content at any time without notice if in our reasonable opinion we consider such User Content harmful or in breach of these Legal Terms (e.g., it violates the "PROHIBITED ACTIVITIES" section). If we remove or edit any such User Content, we may also suspend or disable your account and report you to the authorities if legally required or appropriate.

Copyright infringement

3. USER REPRESENTATIONS

By using the Services, you represent and warrant that: (1) all registration information you submit will be true, accurate, current, and complete; (2) you will maintain the accuracy of such information and promptly update such registration information as necessary; (3) you have the legal capacity and you agree to comply with these Legal Terms; (4) you are not a minor in the jurisdiction in which you reside (generally 18 years or older); (5) you will not access the Services through automated or non-human means, whether through a bot, script or otherwise, except as may be permitted by API documentation provided by us; (6) you will not use the Services for any illegal or unauthorized purpose; and (7) your use of the Services will not violate any applicable law or regulation.

If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Services (or any portion thereof).

4. USER REGISTRATION

To use certain features of our Services, you’ll need to create an account on our Website (“Account”), either by signing up with your email or a permitted social media account. Please be aware that you must be of legal age (18 years or older) to register.

When setting up your Account, you’re required to provide accurate and current information. You are responsible for maintaining the confidentiality of your account password and for all activities that occur under your account. You agree to notify us immediately of any unauthorized use of your account. If any details you submit are false, outdated, or incomplete, or if we detect suspicious activity, we may suspend or deactivate your Account.

5. PURCHASES AND PAYMENT

We accept the following forms of payment:

Visa
Mastercard
American Express
Discover
(Potentially others via payment processor Stripe)

You agree to provide current, complete, and accurate purchase and account information for all purchases made via the Services. You further agree to promptly update account and payment information, including email address, payment method, and payment card expiration date, so that we can complete your transactions and contact you as needed. Sales tax will be added to the price of purchases as deemed required by us or our payment processors based on your location. We may change prices at any time, but changes will not affect orders already placed. All payments shall be in US dollars unless otherwise specified.

You agree to pay all charges at the prices then in effect for your purchases and any applicable fees (like subscription fees), and you authorize us (or our third-party payment processor) to charge your chosen payment provider for any such amounts upon placing your order or initiating your subscription. We reserve the right to correct any errors or mistakes in pricing, even if we have already requested or received payment.

We reserve the right to refuse any order placed through the Services. We may, in our sole discretion, limit or cancel quantities purchased per person, per household, or per order. These restrictions may include orders placed by or under the same customer account, the same payment method, and/or orders that use the same billing address. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers, or distributors.

6. SUBSCRIPTIONS AND ONE-TIME CREDITS

Billing and Renewal (Subscriptions)

If you purchase a subscription, your subscription will continue and automatically renew according to the terms of your chosen plan (e.g., monthly or annually) unless canceled prior to the renewal date. You consent to our charging your payment method on a recurring basis without requiring your prior approval for each recurring charge, until such time as you cancel the applicable order or subscription. The length of your billing cycle will depend on the type of subscription plan you choose when you subscribed to the Services.

One-Time Credit Purchases

In addition to subscriptions, you may purchase one-time credits to use the Services without a recurring commitment. These credits can be used to access specific features of the platform, such as image upscaling or generation, on a pay-as-you-go basis.

One-time credit purchases do not auto-renew and remain available in your account until used. Credits are non-refundable and non-transferable unless otherwise required by law. Credits have no cash value and cannot be redeemed for currency.

Credits are valid as long as the Services are operational. In the event of permanent service discontinuation, any unused credits will expire and no compensation will be provided unless required by law.

Cancellation

You can cancel your subscription at any time by logging into your account settings or by contacting us using the contact information provided below. Your cancellation will take effect at the end of the current paid term. Please note that subscription fees and one-time credit purchases are generally non-refundable unless otherwise required by law or specified in a particular offer. If you have any questions or are unsatisfied with our Services, please email us at [email protected].

Fee Changes

We reserve the right to change our subscription plans, credit pricing, or adjust pricing for our Services or any components thereof in any manner and at any time as we may determine in our sole and absolute discretion. Except as otherwise expressly provided for in these Legal Terms, any price changes or changes to your subscription plan will take effect following notice to you, in accordance with applicable law.

7. PROHIBITED ACTIVITIES

You may not access or use the Services for any purpose other than that for which we make the Services available. The Services may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us.

As a user of the Services, you agree not to:

Systematically retrieve data or other content from the Services to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords.
Circumvent, disable, or otherwise interfere with security-related features of the Services, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Services and/or the Content contained therein.
Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Services.
Use any information obtained from the Services in order to harass, abuse, or harm another person.
Make improper use of our support services or submit false reports of abuse or misconduct.
Use the Services in a manner inconsistent with any applicable laws or regulations.
Engage in unauthorized framing of or linking to the Services.
Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Services or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Services.
Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools, except as may be permitted by API documentation.
Delete the copyright or other proprietary rights notice from any Content.
Attempt to impersonate another user or person or use the username of another user.
Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats ("gifs"), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as "spyware" or "passive collection mechanisms" or "pcms").
Interfere with, disrupt, or create an undue burden on the Services or the networks or services connected to the Services.
Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Services to you.
Attempt to bypass any measures of the Services designed to prevent or restrict access to the Services, or any portion of the Services.
Copy or adapt the Services' software, including but not limited to Flash, PHP, HTML, JavaScript, or other code.
Except as permitted by applicable law, decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Services.
Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Services, or use or launch any unauthorized script or other software.
Use a buying agent or purchasing agent to make purchases on the Services.
Make any unauthorized use of the Services, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses.
Use the Services as part of any effort to compete with us or otherwise use the Services and/or the Content for any revenue-generating endeavor or commercial enterprise not specifically approved by us.
Use the Services to generate or disseminate images that violate the specific content restrictions outlined below.

Our platform strictly prohibits the generation or uploading of the following types of User Content:

Infringing on privacy or data security: Content depicting identifiable individuals without their consent, or attempting to gather sensitive information.
Illegal, misleading, or harmful activities: Content used for unlawful purposes, deception, abuse, harassment, defamation, or anything against public standards (including explicit material, spam, obscenities).
Violating intellectual property rights: Uploading or generating images that infringe third-party copyrights, trademarks, or proprietary rights.
Harmful or malicious software: Embedding or linking to viruses, worms, or harmful code.
False or politically misleading content: Creating non-consensual deepfakes or distributing politically charged content designed to mislead, especially without clear labeling if intended as parody/satire.
Hate speech or discrimination: Content inciting hate, discrimination, or violence based on race, gender, religion, sexual orientation, nationality, or other protected characteristics.
Exploitation or manipulation: Content used for scams, fraud, or exploiting others.
Graphic violence or disturbing material: Content showcasing extreme violence, graphic injury, or intended to shock or disturb, especially non-consensual sexual content or promotion of illegal acts or hate speech.
Violating ethics, legality, human rights: Content infringing on human dignity, privacy, intellectual property, especially involving minors or vulnerable groups.
Any use conflicting with these Terms: Any usage violating these terms or other platform policies.

8. USER GENERATED CONTRIBUTIONS

The Services allow you to upload User Content for processing as described in Section 2. The Services may also, now or in the future, invite you to chat, contribute to, or participate in blogs, message boards, online forums, and other functionality, and may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to us or on the Services, including but not limited to text, writings, video, audio, photographs, graphics, comments, suggestions, or personal information or other material (collectively, "Contributions"). User Content uploaded for processing is governed by Section 2. Contributions intended for public display may be viewable by other users of the Services and potentially through third-party websites. As such, any Contributions you transmit for public viewing may be treated as non-confidential and non-proprietary.

When you create or make available any User Content or Contributions, you thereby represent and warrant that:

The creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of your User Content/Contributions do not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any third party.
You are the creator and owner of or have the necessary licenses, rights, consents, releases, and permissions to use and to authorize us, the Services, and other users of the Services to use your User Content/Contributions in any manner contemplated by the Services and these Legal Terms (including the limited license for User Content in Section 2, and potentially a broader license for public Contributions if applicable and specified).
You have the written consent, release, and/or permission of each and every identifiable individual person in your User Content/Contributions to use the name or likeness of each and every such identifiable individual person to enable inclusion and use in any manner contemplated by the Services and these Legal Terms.
Your User Content/Contributions are not false, inaccurate, or misleading.
Your User Content/Contributions are not unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation.
Your User Content/Contributions are not obscene, lewd, lascivious, hateful, violent, harassing, libelous, slanderous, or otherwise objectionable (as determined by us), and comply with the Prohibited Activities section.
Your User Content/Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone.
Your User Content/Contributions are not used to harass or threaten (in the legal sense of those terms) any other person and to promote violence against a specific person or class of people.
Your User Content/Contributions do not violate any applicable law, regulation, or rule.
Your User Content/Contributions do not violate the privacy or publicity rights of any third party.
Your User Content/Contributions do not violate any applicable law concerning child pornography, or otherwise intended to protect the health or well-being of minors.
Your User Content/Contributions do not include any offensive comments that are connected to race, national origin, gender, sexual preference, or physical handicap.
Your User Content/Contributions do not otherwise violate, or link to material that violates, any provision of these Legal Terms, or any applicable law or regulation.

Any use of the Services in violation of the foregoing violates these Legal Terms and may result in, among other things, termination or suspension of your rights to use the Services.

9. SOCIAL MEDIA

As part of the functionality of the Services, you may link your account with online accounts you have with third-party service providers (each such account, a "Third-Party Account") by either: (1) providing your Third-Party Account login information through the Services; or (2) allowing us to access your Third-Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third-Party Account. You represent and warrant that you are entitled to disclose your Third-Party Account login information to us and/or grant us access to your Third-Party Account, without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account, and without obligating us to pay any fees or making us subject to any usage limitations imposed by the third-party service provider of the Third-Party Account. By granting us access to any Third-Party Accounts, you understand that (1) we may access, make available, and store (if applicable) any content that you have provided to and stored in your Third-Party Account (the "Social Network Content") so that it is available on and through the Services via your account, including without limitation any friend lists and (2) we may submit to and receive from your Third-Party Account additional information to the extent you are notified when you link your account with the Third-Party Account. Depending on the Third-Party Accounts you choose and subject to the privacy settings that you have set in such Third-Party Accounts, personally identifiable information that you post to your Third-Party Accounts may be available on and through your account on the Services. Please note that if a Third-Party Account or associated service becomes unavailable or our access to such Third-Party Account is terminated by the third-party service provider, then Social Network Content may no longer be available on and through the Services. You will have the ability to disable the connection between your account on the Services and your Third-Party Accounts at any time. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS. We make no effort to review any Social Network Content for any purpose, including but not limited to, for accuracy, legality, or non-infringement, and we are not responsible for any Social Network Content. You acknowledge and agree that we may access your email address book associated with a Third-Party Account and your contacts list stored on your mobile device or tablet computer solely for purposes of identifying and informing you of those contacts who have also registered to use the Services. You can deactivate the connection between the Services and your Third-Party Account by contacting us using the contact information below or through your account settings (if applicable). We will attempt to delete any information stored on our servers that was obtained through such Third-Party Account, except the username and profile picture that become associated with your account.

10. SERVICES MANAGEMENT

We reserve the right, but not the obligation, to: (1) monitor the Services for violations of these Legal Terms; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Legal Terms, including without limitation, reporting such user to law enforcement authorities; (3) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your User Content or Contributions or any portion thereof; (4) in our sole discretion and without limitation, notice, or liability, to remove from the Services or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and (5) otherwise manage the Services in a manner designed to protect our rights and property and to facilitate the proper functioning of the Services.

11. PRIVACY POLICY

We care about data privacy and security. Please review our Privacy Policy: https://upsampler.com/privacy-policy. By using the Services, you agree to be bound by our Privacy Policy, which is incorporated into these Legal Terms. Please be advised the Services are hosted in facilities located in the United States and Europe. If you access the Services from any other region of the world with laws or other requirements governing personal data collection, use, or disclosure that differ from applicable laws in the United States and Europe, then through your continued use of the Services, you are transferring your data to the US and Europe, and you expressly consent to have your data transferred to and processed in the United States and Europe.

12. COPYRIGHT INFRINGEMENTS

We respect the intellectual property rights of others. If you believe that any material available on or through the Services infringes upon any copyright you own or control, please immediately notify our Designated Copyright Agent using the contact information provided below (a "Notification"). A copy of your Notification will be sent to the person who posted or stored the material addressed in the Notification. Please be advised that pursuant to applicable law (e.g., the Digital Millennium Copyright Act (DMCA) in the US or similar laws elsewhere) you may be held liable for damages if you make material misrepresentations in a Notification. Thus, if you are not sure that material located on or linked to by the Services infringes your copyright, you should consider first contacting an attorney.

All Notifications should meet the requirements of the applicable copyright law and include the following information: (1) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (2) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site; (3) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; (4) information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted; (5) a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (6) a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

13. TERM AND TERMINATION

These Legal Terms shall remain in full force and effect while you use the Services. WITHOUT LIMITING ANY OTHER PROVISION OF THESE LEGAL TERMS, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SERVICES (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE LEGAL TERMS OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SERVICES OR DELETE YOUR ACCOUNT AND ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.

If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

Upon termination or suspension of your account, your right to use the Services will immediately cease. We may, in our sole discretion, delete your account and User Content associated with it, subject to our data retention policies and applicable law. Sections concerning Intellectual Property Rights (excluding the license grant from you to us, which terminates), Submissions, Prohibited Activities, Disclaimers, Limitations of Liability, Indemnification, Governing Law, Dispute Resolution, and Miscellaneous shall survive any termination.

14. MODIFICATIONS AND INTERRUPTIONS

We reserve the right to change, modify, or remove the contents of the Services at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Services. We also reserve the right to modify or discontinue all or part of the Services without notice at any time. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Services.

We cannot guarantee the Services will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Services, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Services at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Services during any downtime or discontinuance of the Services. Nothing in these Legal Terms will be construed to obligate us to maintain and support the Services or to supply any corrections, updates, or releases in connection therewith.

15. GOVERNING LAW

These Legal Terms are governed by and interpreted following the laws of Germany, and the use of the United Nations Convention of Contracts for the International Sales of Goods is expressly excluded. If your habitual residence is in the EU, and you are a consumer, you additionally possess the protection provided to you by obligatory provisions of the law in your country of residence. Upsampler and yourself both agree to submit to the non-exclusive jurisdiction of the courts of North Rhine-Westphalia, which means that you may make a claim to defend your consumer protection rights in regards to these Legal Terms in Germany, or in the EU country in which you reside.

16. DISPUTE RESOLUTION

Informal Negotiations

To expedite resolution and control the cost of any dispute, controversy, or claim related to these Legal Terms (each a "Dispute" and collectively, the "Disputes") brought by either you or us (individually, a "Party" and collectively, the "Parties"), the Parties agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least thirty (30) days before initiating arbitration or court proceedings. Such informal negotiations commence upon written notice from one Party to the other Party.

Binding Arbitration (European Court of Arbitration)

Any dispute arising from the relationships between the Parties to these Legal Terms shall be determined by one arbitrator who will be chosen in accordance with the Arbitration and Internal Rules of the European Court of Arbitration being part of the European Centre of Arbitration having its seat in Strasbourg, and which are in force at the time the application for arbitration is filed, and of which adoption of this clause constitutes acceptance. The seat of arbitration shall be Berlin, Germany. The language of the proceedings shall be English. Applicable rules of substantive law shall be the law of Germany.

EU Consumer Alternative Dispute Resolution

If you are a consumer residing in the EU, you may also be entitled to use the European Commission's Online Dispute Resolution (ODR) platform: http://ec.europa.eu/consumers/odr.

Restrictions

The Parties agree that any arbitration or legal proceeding shall be limited to the Dispute between the Parties individually. To the full extent permitted by law, (a) no arbitration or proceeding shall be joined with any other; (b) there is no right or authority for any Dispute to be arbitrated or resolved on a class-action basis or to utilize class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.

Exceptions to Informal Negotiations and Arbitration

The Parties agree that the following Disputes are not subject to the above provisions concerning informal negotiations and binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c) any claim for injunctive relief. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.

17. CORRECTIONS

There may be information on the Services that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Services at any time, without prior notice.

18. DISCLAIMER

THE SERVICES ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICES AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SERVICES' CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE SERVICES AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICES, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

19. LIMITATIONS OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO US DURING THE SIX (6) MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING OR €100 EUR, WHICHEVER IS GREATER. CERTAIN JURISDICTIONAL LAWS (INCLUDING GERMAN LAW AND EU CONSUMER PROTECTION 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 OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. LIABILITY FOR INTENT (VORSATZ) AND GROSS NEGLIGENCE (GROBE FAHRLÄSSIGKEIT), AS WELL AS LIABILITY FOR DEATH, BODILY INJURY, OR HARM TO HEALTH UNDER GERMAN LAW, REMAINS UNAFFECTED BY THESE LIMITATIONS.

20. INDEMNIFICATION

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) your User Content or Contributions; (2) use of the Services; (3) breach of these Legal Terms; (4) any breach of your representations and warranties set forth in these Legal Terms; (5) your violation of the rights of a third party, including but not limited to intellectual property rights; or (6) any overt harmful act toward any other user of the Services with whom you connected via the Services. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

21. USER DATA

We will maintain certain data that you transmit to the Services for the purpose of managing the performance of the Services, as well as data relating to your use of the Services. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Services. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data. Please refer to our Privacy Policy for more details on data handling.

22. ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES

Visiting the Services, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Services, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SERVICES. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.

23. MISCELLANEOUS

These Legal Terms and any policies or operating rules posted by us on the Services or in respect to the Services constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Legal Terms shall not operate as a waiver of such right or provision. These Legal Terms operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Legal Terms is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Legal Terms and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Legal Terms or use of the Services. You agree that these Legal Terms will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Legal Terms and the lack of signing by the parties hereto to execute these Legal Terms.

24. CONTACT US

In order to resolve a complaint regarding the Services or to receive further information regarding use of the Services, please contact us at:

Email: [email protected]