Terms and Conditions
Access to this website is granted by EcSell Institute, its subsidiaries and its partners represented on this website (hereinafter known collectively as EcSell Institute) subject to the following terms and conditions. PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY. BY ACCESSING THIS WEBSITE AND ANY WEB PAGE HEREOF, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS BELOW. IF YOU DO NOT ACCEPT ANY OF THESE TERMS AND CONDITIONS, PLEASE DISCONTINUE YOUR ACCESS IMMEDIATELY TO THIS WEBSITE OR ANY WEB PAGE HEREOF IMMEDIATELY.
THIS IS A LEGAL AGREEMENT BETWEEN YOU AND ECSELL INSTITUTE BY ACCEPTING THIS DOCUMENT AND COMPLETING YOUR ACCOUNT CREATION PROCESS OR APPLICATION INSTALLATION, YOU ARE REPRESENTING THAT YOU HAVE THE AUTHORITY TO BIND YOURSELF OR YOUR COMPANY TO THIS AGREEMENT. If you do not agree, you may decline this Agreement by not completing the Account Creation Page, or by not entering "Yes" or agreeing to accept this document during the installation and configuration steps of an application installation, and discontinuing the account creation process or the application installation and/or configuration processes.
"Agreement" means these terms and conditions together with all applicable policies, procedures and/or guidelines, including without limitation the privacy notice, that appear on the ECSELL INSTITUTE website from time to time, which are hereby incorporated by this reference into, and made part of, this Agreement.
"ECSELL INSTITUTE", “we” or “us” means ECSELL INSTITUTE, "ONE-UP SaaS" is a set of services and applications that enables the integration of online storage and services into third party applications ("Applications"). The term "ONE-UP SaaS" includes any data, images, text, and content, APIs, tools or other information or materials provided by ECSELL INSTITUTE through or in ONE-UP SaaS including any beta or test applications, services, and features.
This Agreement applies to all ONE-UP SaaS or customer support packages that you sign up for.
You may use the ONE-UP SaaS in accordance with the terms and conditions described in this Agreement.
- You may use ONE-UP SaaS to store, process and retrieve data. You acknowledge that neither ECSELL INSTITUTE nor its affiliates are responsible in any manner, and you are solely responsible, for your data. While we may track information regarding your usage of ONE-UP SaaS, we will not disclose, sell or license your data, except as may be necessary to comply with subpoenas, court orders, or other legal requirements.
- You are responsible for complying, and you represent, warrant and covenant that you will at all times comply, with all applicable laws or regulations of any applicable jurisdiction. You may not, and represent, warrant and covenant that you will not, nor will you allow or enable any third party to, use ECSELL INSTITUTE – ONE-UP SaaS : (i) in a manner that infringes, violates or misappropriates any third party’s intellectual property rights; (ii) to engage in spamming or other impermissible advertising or marketing activities, or in any manner that otherwise violates anti-spamming laws and regulations; (iii) in a way that is otherwise illegal or promotes illegal activities, including without limitation in any manner that might be libelous or defamatory or otherwise malicious or harmful to any person or entity, or discriminatory based on race, sex, religion, nationality, disability, sexual orientation or age. You further represent and warrant that your data is not obscene, libelous, defamatory or otherwise malicious or harmful to any person or entity.
- You may not, nor will you allow or enable any third party to, interfere or attempt to interfere in any manner with the functionality or proper working of ECSELL INSTITUTE – ONE-UP SaaS.
- You agree to provide such additional information and/or other materials related to your Application as reasonably requested by us to verify your compliance with this Agreement.
- If your Application is determined (for any reason or no reason at all, in our sole discretion) to be unsuitable for ECSELL INSTITUTE – ONE-UP SaaS, we may suspend your access to ECSELL INSTITUTE – ONE-UP SaaS or terminate this Agreement at any time, without notice.
2. SERVICE FEES
ECSELL INSTITUTE currently charges for Services at the rates and on the terms set forth in the proposal and Contract for such Service. In consideration of your use of the Services, you agree to pay the amounts set forth.
The ECSELL INSTITUTE – ONE-UP SaaS and products offered by its partners are protected by copyright, trademark, patent, trade secret, and other laws. In no event may you reverse engineer or copy ECSELL INSTITUTE – ONE-UP SaaS. In the case of breach of stated reverse engineering or copying protection, ECSELL INSTITUTE retains the right to pursue all claims and damages resulting from such an act. You retain all intellectual property rights you may have in the Applications you create which are based on or utilize ECSELL INSTITUTE – ONE-UP SaaS. You hereby release and covenant not to sue ECSELL INSTITUTE or its affiliates, or any of their licensees, assigns or successors, for any and all damages, liabilities, causes of action, judgments, and claims: (i) pertaining to your Applications, or any intellectual property you develop that is based on, uses, or relates to ECSELL INSTITUTE – ONE-UP SaaS; and/or (ii) which otherwise may arise in connection with your use of, reliance on, or reference to ECSELL INSTITUTE – ONE-UP SaaS. ECSELL INSTITUTE, our affiliates and our applicable licensors retain all intellectual property rights (including all worldwide patent, trademark, copyright, and other proprietary rights) in and to ECSELL INSTITUTE – ONE-UP SaaS, and any derivative works of the ECSELL INSTITUTE, including without limitation those created by or for ECSELL INSTITUTE pursuant to any Beta Test program outlined in Section 6 below. ALL RIGHTS NOT EXPRESSLY GRANTED IN THIS AGREEMENT ARE HEREBY RESERVED BY ECSELL INSTITUTE, ITS AFFILIATES AND THEIR RESPECTIVE LICENSORS.
We disclaim all liability, and you will be solely responsible for, the development, operation, and maintenance of your Application and for all materials that appear on or within your Application. We further disclaim all liability for any failure of your application to interface with the ECSELL INSTITUTE – ONE-UP SaaS for any reason.
You agree to indemnify, defend and hold harmless ECSELL INSTITUTE, its directors, officers, employees, suppliers, licensors, agents, and any third party content providers, from and against any losses, damages, claims, costs, expenses, demands, and actions, due to or arising out of your use of the ECSELL INSTITUTE – ONE-UP SaaS, your access or connection to the ONE-UP SaaS, your violation of these Terms, or your violation of any rights of another. These obligations will survive any termination of your relationship with ECSELL INSTITUTE or your use of the ECSELL INSTITUTE – ONE-UP SaaS. ECSELL INSTITUTE reserves the right to assume the defense and control of any matter subject to indemnification by you, in which event you will cooperate with ECSELL INSTITUTE in asserting any available defenses.
5. DISCLAIMER OF WARRANTIES
You expressly understand and agree that:
5.1 You assume total responsibility and risk for your use of the ECSELL INSTITUTE – ONE-UP SaaS. ECSELL INSTITUTE does not make any express or implied warranties, representations or endorsements whatsoever (including without limitation warranties of title or non-infringement, or the implied warranties of merchantability or fitness for a particular purpose) with regard to the ECSELL INSTITUTE – ONE-UP SaaS, any merchandise, information or service provided through the ECSELL INSTITUTE – ONE-UP SaaS, and ECSELL INSTITUTE shall not be liable for any cost or damage arising either directly or indirectly from any such transaction. The ECSELL INSTITUTE – ONE-UP SaaS and any software made available on the ECSELL INSTITUTE SaaS are provided on an "as is, as available" basis.
5.2 ECSELL INSTITUTE makes no warranty that (i) the ECSELL INSTITUTE – ONE-UP SaaS will meet your requirements or will always be accessible, (ii) the ECSELL INSTITUTE – ONE-UP SaaS will be uninterrupted, timely, secure, error-free or free from computer virus or other invasive or damaging code, (iii) the results that may be obtained from the use of the ECSELL INSTITUTE – ONE-UP SaaS will be accurate or reliable, (iv) the quality of any products, services, information, or other material purchased or obtained by you through the ECSELL INSTITUTE – ONE-UP SaaS will meet your expectations, and (v) any errors in the ECSELL INSTITUTE – ONE-UP SaaS will be corrected.
5.3 Any content downloaded, uploaded or otherwise obtained through the use of the ECSELL INSTITUTE – ONE-UP SaaS is done at your own discretion and risk. It is solely your responsibility to evaluate the accuracy, completeness and usefulness of all opinions, advice, services, merchandise and other information provided through the ECSELL INSTITUTE – ONE-UP SaaS.
6. LIMITATION OF LIABILITY
ECSELL INSTITUTE does not assume any legal liability or responsibility for the accuracy, completeness, or usefulness of any information, apparatus, product or process disclosed on the ECSELL INSTITUTE – ONE-UP SaaS or other contents accessible from the ECSELL INSTITUTE – ONE-UP SaaS. In no event shall ECSELL INSTITUTE be liable for any incidental, consequential, direct, indirect or any losses or damages whatsoever (including, but not limited to, loss or corruption of data, loss of profits, goodwill, bargain or opportunity or loss of anticipated savings, or business interruption, or any other loss, whether in an action of contract, negligence or other tortious action), arising out of or in connection with the use of or inability to use the ECSELL INSTITUTE – ONE-UP SaaS, delays, inaccuracies or errors in the information or in the transmission of the ECSELL INSTITUTE – ONE-UP SaaS, or any information or transactions provided on or over the ECSELL INSTITUTE – ONE-UP SaaS or downloaded or hyperlinked from theECSELL INSTITUTE – ONE-UP SaaS, or performance of the contents on this ECSELL INSTITUTE – ONE-UP SaaS, even if ECSELL INSTITUTE has been advised of the possibility of such damages.
If you are dissatisfied with any portion of the ECSELL INSTITUTE – ONE-UP SaaS or with any of the Terms, your sole and exclusive remedy is to discontinue using the ECSELL INSTITUTE – ONE-UP SaaS.
7. INTELLECTUAL PROPERTY RIGHTS
Content (including, but not limited to, information, communications, software, images and sounds contained on or available through the ECSELL INSTITUTE – ONE-UP SaaS) is provided by ECSELL INSTITUT , its content providers and third parties licensors. The intellectual property rights to or over the contents contained in each ECSELL INSTITUTE – ONE-UP SaaS belong to ECSELL INSTITUT, its content providers and/or third parties licensors. All rights are reserved. The contents of the ECSELL INSTITUTE – ONE-UP SaaScannot be reproduced, modified, transferred, distributed, republished, downloaded, posted or transmitted in any form or by any means including but not limited to electronic, mechanical photocopying or recording without the prior written permission of ECSELL INSTITUTE . You agree that the material and content contained within or provided by the ONE-UP SaaS is for your own personal use only and may not be used for commercial purposes or distributed commercially.
Your access to or use of the ECSELL INSTITUTE – ONE-UP SaaS should not be construed as granting, by implication, estoppel or otherwise, any license or right to use the trademarks, tradenames, logos or service marks appearing on the ECSELL INSTITUTE – ONE-UP SaaS without ECSELL INSTITUTE’s prior written consent. You may not, without ECSELL INSTITUTE ’s prior written consent, use any of such trademarks, tradenames, logos or service marks as a hyperlink to the ECSELL INSTITUTE – ONE-UP SaaS or any other websites.
You may not modify, translate, decompile, disassemble, reverse engineer or otherwise attempt to derive the source code for the computer systems and other technology that operate the ECSELL INSTITUTE – ONE-UP SaaS or create derivative works based on the ECSELL INSTITUTE – ONE-UP SaaS. For purposes of these Terms, "reverse engineering" shall include the examination or analysis of the ECSELL INSTITUTE – ONE-UP SaaS to determine the source code, structure, organization, internal design, algorithms or encryption devices of the ECSELL INSTITUTE – ONE-UP SaaS’s underlying technology.
Your access to or use of the ECSELL INSTITUTE – ONE-UP SaaS, as well as these Terms shall be governed by, and construed in accordance with Nebraska, United States laws and you agree to submit to the exclusive jurisdiction of the Nebraska, United States courts.
ECSELL INSTITUTE’s failure to insist upon or enforce strict performance of any provision of these Terms shall not be construed as a waiver of any provision or right.
If any part of these Terms is held to be unenforceable, the unenforceable part shall be given effect to the greatest extent possible and the remainder will remain in full force and effect.
These Terms are for the benefit of ECSELL INSTITUTE and its directors, officers, employees, suppliers, licensors, agents, and any third party content providers to the ECSELL INSTITUTE – ONE-UP SaaS. Each of these individuals or entities shall have the right to assert and enforce those provisions directly against you on its own behalf.