Terms of Service

Last Updated: April 26, 2018

Welcome to Ace-up, a website located at www.aceup.com (the “Site”) and operated by Ace-up, Inc. (“Ace- up”, “us”, “our”, and “we”). Ace-up provides the Site and services provided through the Site (“Services”) including connecting individuals with coaching services.

These Terms of Use (“Agreement”) set forth the legally binding terms for your use of the Services. By accessing or using the Services, you are accepting this Agreement and you represent and warrant that you have the right, authority, and capacity to enter into this Agreement. You may not access or use the Services or accept the Agreement if you are not at least 18 years old. If you do not agree with all of the provisions of this Agreement, do not access and/or use the Services.

General

Changes to Agreement. This Agreement is subject to occasional revision, and if we make any substantial changes, we may notify you by sending you an e-mail to the last e-mail address you provided to us (if any) and/or by prominently posting notice of the changes on our Site. Any significant changes to this Agreement will be effective 30 days after posting such notice. You are responsible for providing us with your most current e-mail address. In the event that the last e-mail address that you have provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice. Continued use of our Site or Services following notice of such changes will indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.

Choice of Law. This Agreement is made under and will be governed by and construed in accordance with the laws of the State of Massachusetts, without giving effect to any principles that provide for the application of the law of another jurisdiction.

Copyright/Trademark Information. Copyright © 2015-2020 Ace-up, Inc. All rights reserved. All trademarks, logos and service marks (“Marks”) displayed on the Site are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks.

Contact Information:

AceUp, Inc.
55 Court St, Floor 2
Boston, MA 02108
Telephone: 857-313- 9156
Email: support@aceup.com

Privacy Policy

The Company respects the privacy of its users. Please refer to the Company’s Privacy Policy which explains how we collect, use, and disclose information that pertains to your privacy. When you access or use the Service, you signify your agreement to this Privacy Policy.

Types of Users

“The User,” “You” and “Your” refer to the person, company, or organization (including any employee of such company or organization) that has visited or is using the Site and/or the Service. A User may be a Client User, Coach, both or none.

“Coach” refers to users of the Site, whether an individual or business who offer to provide coaching services to Client Users. Coaches are not the employees or agents of Ace-up.

“Client” refers to users of the Site, whether an individual or business who requests and/or purchases services from a Coach.

“Enterprise Client” refers to business who requests and/or purchases services for the benefit of their workforce and will be given an administrative Account and designate an authorized User to manage Client Employee accounts.

“Client Employee” refers to Users who considered the workforce of an Enterprise Client and are are given access to the Site and Services.

About AceUp

Ace-up is an online platform for collaboration and communication between coaching professionals and Users seeking coaching services. The Ace-up Service provides access to Ace-up’s virtual community of professional Coaches. Ace-up selects qualified Coaches, introduces Client Users to Coaches and makes the Site Services available to enable online payment and delivery of Coaching Services. Ace-up does not direct, has no control over, makes no representations, and does not guarantee the quality of Coaching Services or the ability of Coaches to deliver Coaching Services satisfactory to Client Users. The coaching relationship exists exclusively between Client/Client Employee and Coach and the Client/Enterprise Client pays the Coach for Coaching Services.

Ace-up offers a platform to connect Clients/Client Employee and Coaches for coaching services only. Ace-up does not offer mental health psychotherapy or any other type of state-regulated mental health services. Although a Coach may be licensed to practice mental health counseling or psychology, the Coach is not doing so through Ace-up.

Ace-up is Not a Party to Contracts. Coaches are not the employees or agents of Ace-up. Ace-up is not involved in agreements between Users or in the representation of Users. At no point may Ace-up be held liable for the actions or omissions of any Coach performing coaching services for you.

Ace-up Does Not Guarantee Results. Ace-up takes pride in our process to make high quality Coaches available to our Client Users. While we make reasonable efforts to vet the coaches that use our platform, we cannot guarantee the fitness of any of our Coaches for your specific needs or guarantee the quality, accuracy, and timeliness of any coaching services provided to you. Ace-up does not sanction statements a Coach may post on the system. We encourage Client Users to research any Coach before accepting professional advice.

Reviews. From time to time, Clients/Client Employee may submit reviews of Coaches; these reviews do not constitute a guarantee, warranty, or prediction regarding the outcome of any future matter. Ace-up will have no responsibility or liability of any kind for any User-Generated Content or advice you encounter on or through the Website, and any use or reliance on User-Generated Content or advice is solely at your own risk. Clients are prohibited from submitting false or misleading reviews that were not based on the Client’s actual experience with a Coach.

Accounts

Account Creation. In order to use certain features of the Services, you must register for an account with us (“your Account”) and provide certain information about yourself as prompted by the registration form. You represent and warrant that: (a) all required registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information. You may delete your Account at any time, for any reason, by following the instructions in the Services. We may suspend or terminate your Account in accordance with the Terms and Termination.

Account Responsibilities. You are responsible for (a) providing true, accurate, current and complete information about yourself as prompted by the Service’s registration form; and (b) maintaining and promptly updating any and all such information so it remains true, accurate, and complete at all times. You are responsible for maintaining the confidentiality of your Account login information and are fully responsible for all activities that occur under your Account. You agree to immediately notify us of any unauthorized use, or suspected unauthorized use, of your Account or any other breach of security. We cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.

Coaches

Coaches are independent professionals who offer to perform coaching services for prospective Clients/Client Employees. They are not employees of Ace-up.

Coach Responsibilities. Coaches are solely responsible for ensuring that any information, solicitations, or advertisements they post or place on the Website, including without limitation User Content, and any communications they may have with prospective clients through the Website or the Service, fully comply with all applicable laws.

All Fees Are Paid To Coaches. Ace-up does neither provide nor charge for coaching related services. Ace-up merely facilitates the collection of payment to Coaches. Ace-up may charge a transaction fee for each Job facilitated by Ace-up in exchange for the services Ace-up provides to its Users. Coaches will be notified of any changes in the transaction fee.

1099 Independent Contractor. Coaches are 1099 Independent Contractors and are responsible for reporting their income to the IRS and paying taxes appropriately, taxes will not be withheld for consultants. Client Users agree to only post projects properly structured to ensure the classification of 1099 Independent Contractors is properly that of 1099 Independent Contractors. Coaches will perform the Job as an independent contractor and nothing in this Agreement will be deemed to create a partnership, joint venture, agency, or employer- employee relationship between 1099 Independent Contractors and Firm/Entity or between Ace-up and any Coaches or any Client Users. Ace-up, however, has no liability to the Coaches or any Client Users if a determination legal or otherwise is made by a federal, state or local agency or authority that any Client User is a joint employer of the Coaches, or that the Coaches are employees of Ace-up and/or of the Client User.

Payment Terms and Transactions

Payment Process. Payment will be processed for the services upon purchasing said services. Some of our services have recurring fees (such as weekly, monthly, or annual payments) that will automatically renew as indicated in the service listing on the Site, at which point you will automatically be charged in accordance with the recurring fee schedule. Ace-up will have the right to charge the User’s credit card, bank account, or PayPal account for the full amount of the agreed-upon fee, in addition to Ace-up’s processing fee, if any. Any change to our pricing or payment terms shall become effective in the billing cycle following notice of such change to you as provided in this Agreement. All payments are processed through Ace-up’s platform in order to secure the transaction and facilitate dispute resolution procedures.

Payment Information; Taxes. All information that User provides in connection with a purchase or transaction or other monetary transaction interaction with the Services must be accurate, complete, and current. User agrees to pay all charges incurred by users of your credit card, debit card, or other payment method used in connection with a purchase or transaction or other monetary transaction interaction with the Services at the prices in effect when such charges are incurred. User will pay any applicable taxes, if any, relating to any such purchases, transactions or other monetary transaction interactions.

Responsibility for Payment. User is responsible for all fees, including taxes, associated with your use of the Service. You are responsible for providing us with a valid means of payment. User must keep current payment information on file with Ace-up and Client User’s account must be adequately funded to pay for any services rendered.

Payment Authorization. By agreeing to these terms, User is giving Ace-up permission to charge your on-file credit card, PayPal account, or other approved methods of payment for fees that you authorize Ace-up to satisfy.

Processing Fee Authorization. An applicable processing fee may be applied to payments to Coaches prior to deposit in their bank account. By agreeing to these terms, Client User acknowledges that you are fully aware that it is part of the transaction between yourself and the Coach.

Notification of Payment. Ace-up will email User a receipt when your card has been charged. If User’s card cannot be charged, your access to Services may be suspended and you will need to update your card information in order to resume use.

Chargebacks. User acknowledges that Ace-up has a dispute resolution process and Money Back Guarantee in the event you have a dispute concerning the services provided to you. If you have a dispute concerning any payment transaction, please contact our billing department. If, at any time, you contact your bank or credit card company to reject the charge of any payable Fees (“Chargeback”), this act will be considered a breach of your payment obligations, and we reserve the right to automatically terminate your use of the Services. We reserve the right to dispute any Chargeback and take all reasonable action to authorize the transaction. In the event of a Chargeback, your User Account may be terminated and any files, data, or content contained in your Account may be subject to cancellation. We will not be liable for any loss of files, data or content as a result of a Chargeback. Without limiting other available remedies, Customer must pay Ace-up upon demand for amounts owed under this Agreement, plus interest on the outstanding amount at the lesser of one percent (1%) per month or the maximum interest allowed by applicable law, plus attorneys’ fees and other costs of collection to the extent permitted by applicable law.

Refund Policy

We constantly strive to improve our services and these terms for both our Client Users and Coaches. While, at this time, Users may not be entitled to a refund for some of our services, we encourage our Users to inform us of any issue you may have with the Service or any of the Coaches so we can consider implementing fair and balanced policies for all of our Users.

One-on-one Coaching. Ace-up may issue refunds on one-on-one coaching packages in accordance with our Money Back Guarantee (below).

Coaching Packages. Ace-up may issue Client User a refund (full or partial) for coaching packages in limited circumstances in accordance with the dispute procedures below.

Money Back Guarantee

Ace-up provides a money back guarantee (“Money Back Guarantee”) on certain services to both Client Users and Coaches under the following terms and conditions. All conditions must be met in order to receive a refund for any services that fall under our Money Back Guarantee. If you decide within the Guarantee Periods defined below, that you do not wish to use our Services you must notify us of this in writing or other durable medium (including e-mail) prior to the expiry of the Guarantee Period. We will refund to you the amount paid for the Services by the means with which you paid for it, which will be paid as soon as possible and in any event within 30 days. We reserve the right to refuse to provide a refund if we reasonably believe that you are acting in an unacceptable manner or attempting to abuse the Money Back Guarantee.

Client Users. We offer a money back guarantee after purchasing a one-on- one coaching session through the Ace-up platform. The Money Back Guarantee will be valid for the Guarantee Period of 48-hours after using the first hour of one-on- one coaching services during your first coaching session with a specific coach. The Money Back Guarantee does not apply if: (1) you have received coaching services from a specific coach before; and (2) you have used more than one (1) hour of coaching services with that particular coach. This Money Back Guarantee does not apply to coaching packages, seminars, events, workshops, or digital products purchased by Client User.

Coaches. We offer a money back guarantee for our membership services. The Money Back Guarantee will be valid for the Guarantee Period of 30 days after the end of the first annual membership period. A Coach requesting a refund must complete an online survey after the sixth month of the coaching membership and before the end of the seventh month as a prerequisite to requesting any refund. The Money Back Guarantee does not apply if: (1) you renew your membership; or (2) you fail to complete the online survey. This Money Back Guarantee does not apply to any add-on products or services, including digital products, seminars, events, and/or workshops purchased by the Coach.

Coaching Packages Disputes Procedures

Ace-up is an online platform for collaboration and communication between coaching professionals and Users seeking coaching services. The Ace-up Service provides access to Ace-up’s virtual community of professional Coaches. Ace-up selects qualified Coaches, introduces Client Users to Coaches and makes the Site Services available to enable online payment and delivery of Coaching Services. Ace-up does not direct, has no control over, makes no representations, and does not guarantee the quality of Coaching Services or the ability of Coaches to deliver Coaching Services satisfactory to Client Users. The coaching relationship exists exclusively between Client/Client Employee and Coach and the Client/Enterprise Client pays the Coach for Coaching Services.

Ace-up offers a platform to connect Clients/Client Employee and Coaches for coaching services only. Ace-up does not offer mental health psychotherapy or any other type of state-regulated mental health services. Although a Coach may be licensed to practice mental health counseling or psychology, the Coach is not doing so through Ace-up.

Ace-up is Not a Party to Contracts. Coaches are not the employees or agents of Ace-up. Ace-up is not involved in agreements between Users or in the representation of Users. At no point may Ace-up be held liable for the actions or omissions of any Coach performing coaching services for you.

Ace-up Does Not Guarantee Results. Ace-up takes pride in our process to make high quality Coaches available to our Client Users. While we make reasonable efforts to vet the coaches that use our platform, we cannot guarantee the fitness of any of our Coaches for your specific needs or guarantee the quality, accuracy, and timeliness of any coaching services provided to you. Ace-up does not sanction statements a Coach may post on the system. We encourage Client Users to research any Coach before accepting professional advice.

Reviews. From time to time, Clients/Client Employee may submit reviews of Coaches; these reviews do not constitute a guarantee, warranty, or prediction regarding the outcome of any future matter. Ace-up will have no responsibility or liability of any kind for any User-Generated Content or advice you encounter on or through the Website, and any use or reliance on User-Generated Content or advice is solely at your own risk. Clients are prohibited from submitting false or misleading reviews that were not based on the Client’s actual experience with a Coach.

Disintermediation

We expend tremendous resources to provide our platform and services, to connect Client/Enterprise Clients and Coaches. You are prohibited from making side-agreements or engaging in activities that can be deemed competitive to Ace-up with any user outside of our platform.

At all times during your use of our platform and for a period of two years thereafter, once introduced to a User on our platform, you are prohibited from entering into any business transactions or agreements with any User outside of our Platform for coaching services that are being provided on our Platform. All communications between Coach and Client concerning the coaching services must be made on our Platform. Users are prohibited from communicating off our Platform for the coaching services being rendered on the Platform.

Clients/Enterprise Clients agree not to make direct payments to any Coach and Coaches agree not to accept any direct payments for the services provided to Clients/Enterprise Clients. We will terminate a User’s access to and use of the Site if such User is found to be making or accepting payment outside the Service to any User found through the Service.

Referrals. At all times during your use of our platform and for a period of one year thereafter, if a Coach receives a referral from a Client User that Coach met on our Platform, the Coach agrees to transact the relationship and all financial transactions with that referral Client on Ace-up’s Platform.

Remedies for Violation of this Section. You recognize and agree that any violation of the disintermediation provisions set forth above, either during the term or for two years after the termination of this Agreement, will cause irreparable harm to Company. In the event that you violate or threaten to violate any of these provisions, at any time during this Agreement or after, Company will have the right to enforce these terms by means of injunctive relief, in addition to money damages and other available legal remedy. You agree to pay Ace-up’s the cost of pursuing judicial enforcement of this Agreement, including attorney’s fees and costs. Violation of these terms will result in immediate termination of Coaches account on the Platform.

Rights and Licenses

License to Use Site. We grant you a non-transferable, non-exclusive, right to access and use the Services for your personal use.

Certain Restrictions. The rights granted to you in this Agreement are subject to the following restrictions: (a) you will not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Services; (b) you will not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Services; (c) you will not access the Services in order to build a similar or competitive service; and (d) except as expressly stated in these terms, no part of the Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. Any future release, update, or other addition to functionality of the Services will be subject to the terms of this Agreement. All copyright and other proprietary notices on any Services content must be retained on all copies.

Modification. We reserve the right, at any time, to modify, suspend, or discontinue the Services with or without notice. You agree that we will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Services, except and if otherwise expressly set forth in Section 9.

No Support or Maintenance. You acknowledge and agree that we will have no obligation to provide you with any support or maintenance in connection with the Services.

Ownership of the Services. Excluding your User Content (defined below), you acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Services, including the Site, are owned by us or our licensors. The provision of the Services does not transfer to you or any third party any rights, title or interest in or to the intellectual property rights. We reserve all rights not granted in this Agreement.

User Content

User Content. “User Content” means any and all information and content that a user submits to or posts on: (a) the Services and (b) on social networking sites where we have a page or presence. You will own your User Content, with the understanding that you agree that we may use and reproduce the User Content you make available on our social networking sites and on the Services. You are solely responsible for the User Content that you post, upload, link to or otherwise make available via the Service. We reserve the right to remove any User Content from the Service at our discretion.

The following rules pertain to User Content. By transmitting and submitting any User Content while using the Service, you agree as follows:

  • You are solely responsible for your account and the activity that occurs while signed in to or while using your account;
  • You will not submit content that is copyrighted or subject to third party proprietary rights, including privacy, publicity, trade secret, etc., unless you are the owner of such rights or have the appropriate permission from their rightful owner to specifically submit such content;
  • You will abide by our Acceptable Use Policy below; and
  • You affirm we have the right to determine whether any of your User Content submissions are appropriate and comply with these Terms of Service, remove any and/or all of your submissions, and terminate your account with or without prior notice.

You understand and agree that any liability, loss or damage that occurs as a result of the use of any User Content that you make available or access through your use of the Service is solely your responsibility. We are not responsible for any public display or misuse of your User Content. We do not, and cannot, pre-screen or monitor all User Content. However, at our discretion, we, or technology we employ, may monitor and/or record your interactions with the Service.

License. You grant, and you represent and warrant that you have the right to grant, to us an irrevocable, nonexclusive, royalty-free and fully paid, worldwide license to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use your User Content, and to grant sublicenses of the foregoing, solely for the purposes of including your User Content in the Site and Services. You agree to irrevocably waive (and cause to be waived) any claims and assertions of moral rights or attribution with respect to your User Content.

Acceptable Use Policy. Your permission to use the Services is conditioned upon the following Use Restrictions and Conduct Restrictions: You agree that you will not under any circumstances:

  • post any information that is abusive, threatening, obscene, defamatory, libelous, or racially, sexually, religiously, or otherwise objectionable and offensive;
  • use the service for any unlawful purpose or for the promotion of illegal activities;
  • attempt to, or harass, abuse or harm another person or group;
  • use another user’s account without permission;
  • provide false or inaccurate information when registering an account;
  • interfere or attempt to interfere with the proper functioning of the Service;
  • make any automated use of the system, or take any action that we deem to impose or to potentially impose an unreasonable or disproportionately large load on our servers or network infrastructure;
  • bypass any robot exclusion headers or other measures we take to restrict access to the Service or use any software, technology, or device to scrape, spider, or crawl the Service or harvest or manipulate data; or
  • publish or link to malicious content intended to damage or disrupt another user’s ser or computer.

Violation of our Acceptable Use Policy. Ace-up may take any action it deems necessary, in it’s sole discretion, against a User who violates our policies or otherwise causes harm to Ace-up or another using, including, but not limited to, terminating a User’s account or assessing a fine against a User.

Feedback. If you provide us any feedback or suggestions regarding the Services (“Feedback”), you assign to us all rights in the Feedback and agree that we will have the right to use the Feedback and related information in any manner we deem appropriate. We will treat any Feedback you provide to us as non-confidential and non-proprietary. You agree that you will not submit to us any information or ideas that you consider to be confidential or proprietary.

Indemnity. You agree to indemnify and hold us (and our officers, employees, and agents) harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of (a) your use of the Services, (b) your User Content, (c) your violation of this Agreement; or (d) your violation of applicable laws or regulations. 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 with our defense of these claims. You agree not to settle any matter without our prior written consent. We will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it

Links to Other Sites and/or Materials

Third Party Sites, Ads and Ad Networks. As part of the Service, we may provide you with convenient links to third party website(s) (“Third Party Sites”) as well as content or items belonging to or originating from third parties (the “Third Party Applications, Software or Content”). These links are provided as a courtesy to Service subscribers. We have no control over Third Party Sites and Third Party Applications, Software or Content or the promotions, materials, information, goods or services available on these Third Party Sites or Third Party Applications, Software or Content. If you decide to leave the Site and access the Third Party Sites or to use or install any Third Party Applications, Software or Content, you do so at your own risk and you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate from the Site or relating to any applications you use or install from the site.

Release. You release and forever discharge us (and our officers, employees, agents, successors, and assigns) from, and waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injury, death, and property damage), that has arisen or arises directly or indirectly out of, or relates directly or indirectly to, any interactions with, or act or omission of, other Service users or Third Party Sites & Ads. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”

Disclaimers

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT, TO THE EXTENT PERMITTED BY LAW, YOUR USE OF ACE-UP IS AT YOUR OWN RISK AND THAT THE ENTIRE RISK AS TO SATISFACTION, QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH YOU. WE EXPRESSLY DISCLAIM ALL WARRANTIES AS TO THE NATURE OF THE PET CARE SERVICES YOU MAY RECEIVE BY USING ACE-UP.

THE SERVICES, INCLUDING THE SITE, ARE PROVIDED “AS-IS” AND “AS AVAILABLE” AND WE EXPRESSLY DISCLAIM ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE MAKE NO WARRANTY THAT THE SERVICES: (a) WILL MEET YOUR REQUIREMENTS; (b) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; (c) WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE OR (d) THAT THE SERVICES WILL BE TO YOUR SATISFACTION.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

Limitation on Liability

IN NO EVENT WILL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT OR YOUR USE OF, OR INABILITY TO USE, THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SERVICES ARE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA RESULTING THEREFROM.

IN NO EVENT WILL ACE-UP’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE EXCEED THE AMOUNTS YOU’VE PAID ACE-UP IN THE PRIOR 12 MONTHS (IF ANY). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OF CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

Term and Termination

Subject to this Section, this Agreement will remain in full force and effect while you use the Services. We may (a) suspend your rights to use the Site and/or Services (including your Account) or (b) terminate this Agreement, at any time for any reason at our sole discretion, including for any use of the Services in violation of this Agreement. Upon termination of this Agreement, your Account and right to access and use the Services will terminate immediately. You understand that any termination of your Account involves deletion of your User Content from our live databases. We will not have any liability whatsoever to you for any termination of this Agreement, including for termination of your Account or deletion of your User Content. Upon termination of this Agreement, all of the provisions will terminate except those that by their nature should survive.

Copyright Policy

We respect the intellectual property of others and ask that users of our Site and Services do the same. In connection with our Site and Services, we have adopted and implemented a policy respecting copyright laws that provide for the removal of any infringing materials and for the termination, in appropriate circumstances, of users of our online Services who are repeat infringers of intellectual property rights, including copyrights. If you believe that one of our users is, through the use of our Services, unlawfully infringing the copyright(s) in a work, and wish to have the allegedly infringing material removed, the following information in the form of a written notification (pursuant to 17 U.S.C. § 512(c)) must be provided to our designated Copyright Agent:

  • your physical or electronic signature;
  • identification of the copyrighted work(s) that you claim to have been infringed;
  • identification of the material on our Services that you claim is infringing and that you request us to remove;
  • sufficient information to permit us to locate such material;
  • your address, telephone number, and e-mail address;
  • a statement that you have a good faith belief that use of the objectionable material is not authorized by the copyright owner, its agent, or under the law; and
  • a statement that the information in the notification is accurate, and under penalty of perjury, that you are either the owner of the copyright that has allegedly been infringed or that you are authorized to act on behalf of the copyright owner.

Please note that, pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact (falsities) in a written notification automatically subjects the complaining party to liability for any damages, costs and attorney’s fees incurred by us in connection with the written notification and allegation of copyright infringement.

Our designated Copyright Agent is:
AceUp, Inc.
55 Court St. FL 2
Boston, MA 02108

Legal Disputes

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS AND WILL HAVE A SUBSTANTIAL IMPACT ON HOW CLAIMS YOU AND ACE-UP HAVE AGAINST EACH OTHER ARE RESOLVED.

You and Ace-up agree that any claim or dispute at law or equity that has arisen or may arise between us relating in any way to or arising out of this or previous versions of Agreement, your use of or access to the Services, or any products or services sold or purchased through the Services, will be resolved in accordance with the provisions set forth in this Legal Disputes Section.

Choice of Law. This Agreement is made under and will be governed by and construed in accordance with the laws of the State of Massachusetts, without giving effect to any principles that provide for the application of the law of another jurisdiction

Claim Limitations. You agree that any cause of action arising out of or related to the Services must commence within one (1) year after the cause of action accrues. Otherwise, such cause of action is permanently barred.

Forum. Each User consents to submit any dispute, claim or controversy arising between such User and Ace-up to the court of appropriate jurisdiction sitting in Boston, Massachusetts. In using the Services and agreeing to this Agreement, you hereby consent to and irrevocably waive any objections to such forum on the basis of venue or forum non conveniens, to the maximum extent permitted by law.

General

Changes to Agreement. This Agreement is subject to occasional revision, and if we make any substantial changes, we may notify you by sending you an e-mail to the last e-mail address you provided to us (if any) and/or by prominently posting notice of the changes on our Site. Any significant changes to this Agreement will be effective 30 days after posting such notice. You are responsible for providing us with your most current e-mail address. In the event that the last e-mail address that you have provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice. Continued use of our Site or Services following notice of such changes will indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.

Copyright/Trademark Information. Copyright © 2015-2020 Ace-up, Inc. All rights reserved. All trademarks, logos and service marks (“Marks”) displayed on the Site are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks.

Contact Information:
AceUp, Inc.
55 Court St. FL 2
Boston, MA 02108