Introduction

We run residential and commercial cleaning service called Upkeep and would love for you to try it!

The following terms and conditions govern all use of the Upkeep website and all content, services and products available at or through the website, including, but not limited to, Upkeep (taken together, the Website). The Website is owned and operated by Upkeep, Inc. (the "Company"). The Website is offered subject to your acceptance without modification of all of the terms and conditions contained herein and all other operating rules, policies (including, without limitation, the Website's Privacy Policy and procedures that may be published from time to time on this Website by the Company (collectively, the “Agreement”).

Please read this Agreement carefully before accessing or using the Website. By accessing or using any part of the Website, you agree to become bound by the terms and conditions of this agreement. If you do not agree to all the terms and conditions of this agreement, then you may not access the Website or use any services. If these terms and conditions are considered an offer by the Company, acceptance is expressly limited to these terms. The Website is available only to individuals who are at least 13 years old.

Your Upkeep Account

If you create an account on the Website, you are responsible for maintaining the security of your account, and you are fully responsible for all activities that occur under the account and any other actions taken in connection with the account. You must immediately notify the Company of any unauthorized uses of your account or any other breaches of security. The Company will not be liable for any acts or omissions by You, including any damages of any kind incurred as a result of such acts or omissions.

Responsibility of Contributors

By submitting Content to the Company for inclusion on your account, you grant the Company a world-wide, royalty-free, and non-exclusive license to reproduce, modify, adapt and publish the Content solely for the purpose of displaying, distributing and promoting your account. If you delete the Content, the Company will use reasonable efforts to remove it from the Website, but you acknowledge that caching or references to the Content may not be made immediately unavailable.

Without limiting any of those representations or warranties, the Company has the right (though not the obligation) to, in the Company sole discretion (i) refuse or remove any content that, in the Company's reasonable opinion, violates any the Company policy or is in any way harmful or objectionable, or (ii) terminate or deny access to and use of the Website to any individual or entity for any reason, in the Company's sole discretion. the Company will have no obligation to provide a refund of any amounts previously paid.

Payment and Recurring Service

Unless you notify the Company before the end of the applicable recurring service period that you want to cancel an Upgrade, your Upgrade subscription will automatically renew and you authorize us to collect the then-applicable annual or monthly subscription fee for such Upgrade (as well as any taxes) using any credit card or other payment mechanism we have on record for you. Upgrades can be canceled at any time in the Upgrades section of your dashboard.

Restricted Use

You may not use the Company to substantially replicate products or services offered by the Company. If the Company believes, in its sole discretion, that you have violated or attempted to violate these conditions or the spirit of these terms, your ability to use and access the Company may be temporarily or permanently revoked, with or without notice.

You are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content. The Website may contain content that is offensive, indecent, or otherwise objectionable, as well as content containing technical inaccuracies, typographical mistakes, and other errors. The Website may also contain material that violates the privacy or publicity rights, or infringes the intellectual property and other proprietary rights, of third parties, or the downloading, copying or use of which is subject to additional terms and conditions, stated or unstated. the Company disclaims any responsibility for any harm resulting from the use by visitors of the Website, or from any downloading by those visitors of content there posted.

Content Posted on Other Websites

We have not reviewed, and cannot review, all of the material, including computer software, made available through the websites and webpages to which the the Website links, and that link to the Website. The Company does not have any control over those non-the Company websites and webpages, and is not responsible for their contents or their use. By linking to a non-the Company website or webpage, the Company does not represent or imply that it endorses such website or webpage. You are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content. the Company disclaims any responsibility for any harm resulting from your use of non-the Company websites and webpages.

Copyright Infringement and DMCA Policy

As the Company asks others to respect its intellectual property rights, it respects the intellectual property rights of others. If you believe that material located on or linked to by the Company violates your copyright, you are encouraged to notify the Company in accordance with the Company's Digital Millennium Copyright Act (“DMCA”) Policy. the Company will respond to all such notices, including as required or appropriate by removing the infringing material or disabling all links to the infringing material. the Company will terminate a visitor’s access to and use of the Website if, under appropriate circumstances, the visitor is determined to be a repeat infringer of the copyrights or other intellectual property rights of the Company or others. In the case of such termination, the Company will have no obligation to provide a refund of any amounts previously paid to the Company.

Intellectual Property

This Agreement does not transfer from the Company to you any the Company or third party intellectual property, and all right, title and interest in and to such property will remain (as between the parties) solely with the Company. the the Company logo, and all other trademarks, service marks, graphics and logos used in connection with the Company, or the Website are trademarks or registered trademarks of the Company or the Company's licensors. Other trademarks, service marks, graphics and logos used in connection with the Website may be the trademarks of other third parties. Your use of the Website grants you no right or license to reproduce or otherwise use any the Company or third-party trademarks.

Termination

The Company may terminate your access to all or any part of the Website at any time, with or without cause, with or without notice, effective immediately. If you wish to terminate this Agreement or your Website account (if you have one), you may simply discontinue using the Website. Notwithstanding the foregoing, if you have an account, such account can only be terminated by the Company if you materially breach this Agreement and fail to cure such breach within thirty (30) days from the Company's notice to you thereof; provided that, the Company can terminate the Website immediately as part of a general shut down of our service. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

Disclaimer of Warranties

The Website is provided “as is”. The Company and its suppliers and licensors hereby disclaim all warranties of any kind, express or implied, including, without limitation, the warranties of merchantability, fitness for a particular purpose and non-infringement. Neither the Company nor its suppliers and licensors, makes any warranty that the Website will be error free or that access thereto will be continuous or uninterrupted. If you’re actually reading this, here’s a treat. You understand that you download from, or otherwise obtain content or services through, the Website at your own discretion and risk.

Limitation of Liability

In no event will the Company, or its suppliers or licensors, be liable with respect to any subject matter of this agreement under any contract, negligence, strict liability or other legal or equitable theory for: (i) any special, incidental or consequential damages; (ii) the cost of procurement for substitute products or services; (iii) for interruption of use or loss or corruption of data; or (iv) for any amounts that exceed the fees paid by you to the Company under this agreement during the twelve (12) month period prior to the cause of action. The Company shall have no liability for any failure or delay due to matters beyond their reasonable control. The foregoing shall not apply to the extent prohibited by applicable law.

General Representation and Warranty

You represent and warrant that (i) your use of the Website will be in strict accordance with the the Company Privacy Policy, with this Agreement and with all applicable laws and regulations (including without limitation any local laws or regulations in your country, state, city, or other governmental area, regarding online conduct and acceptable content, and including all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside) and (ii) your use of the Website will not infringe or misappropriate the intellectual property rights of any third party.

Indemnification

You agree to indemnify and hold harmless the Company, its contractors, its licensors, and their respective directors, officers, employees and agents from and against any and all claims and expenses, including attorneys’ fees, arising out of your use of the Website, including but not limited to your violation of this Agreement.

Miscellaneous

This Agreement constitutes the entire agreement between the Company and you concerning the subject matter hereof, and they may only be modified by a written amendment signed by an authorized executive of the Company, or by the posting by the Company of a revised version. Except to the extent applicable law, if any, provides otherwise, this Agreement, any access to or use of the Website will be governed by the laws of the state of California, excluding its conflict of law provisions, and the proper venue for any disputes arising out of or relating to any of the same will be the state and federal courts located in Los Angeles County, California. Except for claims for injunctive or equitable relief or claims regarding intellectual property rights (which may be brought in any competent court without the posting of a bond), any dispute arising under this Agreement shall be finally settled in accordance with the Comprehensive Arbitration Rules of the Judicial Arbitration and Mediation Service, Inc. (“JAMS”) by three arbitrators appointed in accordance with such Rules. The arbitration shall take place in Los Angeles, California, in the English language and the arbitral decision may be enforced in any court. The prevailing party in any action or proceeding to enforce this Agreement shall be entitled to costs and attorneys’ fees. If any part of this Agreement is held invalid or unenforceable, that part will be construed to reflect the parties’ original intent, and the remaining portions will remain in full force and effect. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof. You may assign your rights under this Agreement to any party that consents to, and agrees to be bound by, its terms and conditions; the Company may assign its rights under this Agreement without condition. This Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns.

Changes

The Company reserves the right, at its sole discretion, to modify or replace any part of this Agreement. It is your responsibility to check this Agreement periodically for changes. Your continued use of or access to the Website following the posting of any changes to this Agreement constitutes acceptance of those changes. the Company may also, in the future, offer new services and/or features through the Website (including, the release of new tools and resources). Such new features and/or services shall be subject to the terms and conditions of this Agreement.

Last Updated May 19, 2013