Thank you for visiting UPP Global’s (“UPP”) online and mobile resources and for viewing these Terms and Conditions of Use (“Terms of Use,” “Terms”). UPP and its subsidiaries, divisions, and affiliates (collectively and/or individually, "Company", "our", or "we") use these Terms inform you of the rights and obligations you have when you visit, use the features of our online and mobile resources, or our Services or Products. Please read these Terms carefully prior to using UPP’s Website, affiliated E-Commerce platforms, or mobile resources (e.g., scan to park features, parking applications, social media) as these Terms govern UPP’s relationship with you. Additionally, these Terms contain warranty disclaimers, limitations of liability, and an arbitration agreement.

1. These Terms are a Binding Contract.

These Terms and our additional policies on this Website, including our Privacy Policy, are a legally enforceable contract between you and UPP. By visiting our online, mobile, and affiliated E-Commerce platforms, you are signifying to us that you agree to bind yourself to this contract. The Products and Services we promote through online and mobile resources, as well as via certain off-line means at UPP locations, are governed by these Terms of Use. You must sign or otherwise specifically consent to become a customer of UPP Products or Services. If you do not agree to these Terms in their entirety, you are not authorized to use UPP’s Services or Products in any manner or form whatsoever.

THESE TERMS OF SALE CONTAIN AN ARBITRATION AGREEMENT AND CLASS ACTION WAIVER, WHICH CAN BE FOUND HERE. PLEASE CAREFULLY REVIEW THIS LANGUAGE.

We may revise these Terms of Use at any time to reflect, among other things, changes in technology, our business model, law or regulation. Although we ask you check this page periodically for any revisions to this Privacy Policy, we will additionally provide notice when a material revision is made to the online and mobile resources. Regardless of whether you receive notice of revisions to this Privacy Policy, by continuing to access and use the online and mobile resources after the revisions are made, you agree to accept the revised Terms of Use.

2. Your Rights and Obligations.

You may access and view UPP content and use the features of UPP’s online and mobile resources for non-commercial use. Additionally, you may print out and make copies of this content for non-commercial use. You may not make use of UPP’s online and mobile resources or any content for any commercial purpose whatsoever unless you have received UPP’s express written permission in advance. You acknowledge if you make any such prohibited use (defined below), it will in breach of these Terms thereby allowing UPP to pursue certain remedies under the law. Breach of certain obligations under these Terms of Use also may be a violation of other applicable laws, including UPP intellectual property. UPP will not be responsible or liable for any loss or damage you might suffer from failure to comply with these Terms of Use.

3. UPP’s Intellectual Property Rights.

The logos, names, and other similar marks (collectively, the "Trademarks") displayed on UPP’s Website or at UPP locations are registered and unregistered Trademarks of UPP or our licensors and may not be used unless authorized by the applicable Trademark owner. Except for such incidental use, nothing contained on UPP’s Website or mobile resources or in these Terms of Use shall be construed as granting you any license or other right to use any Trademark or copyright displayed. UPP, or its’ licensors, are the exclusive owners of all right, title, and interest, including intellectual property rights (including copyrights, patents and trademarks), proprietary rights (including trade secrets and data base rights), privacy rights, and moral rights (including rights of attribution and authorship) throughout the world in and to the online and mobile resources, UPP content, and its and their look and feel, design, and organization and compilation, as well as all Trademarks (collectively, the “IPRs”). If you believe anything appearing on UPP’s Website, at UPP locations, or on UPP’s mobile resources is in violation of your intellectual property rights, promptly notify UPP for consideration of appropriate take down procedures.

Prohibited Uses. UPP seeks to protect its IPRs to the fullest extent of the law. You agree not to use or attempt to use UPP’s IPRs in any unlawful manner nor in any manner directly adverse to UPP’s commercial interests except as otherwise allowed under applicable law. You further agree not to commit any act or attempt to commit any act using the assistance of or through UPP’s digital services that is contrary to applicable laws, regulations, export restrictions, ordinances, UPP’s restrictions, and/or is otherwise in breach of any of the Terms or other UPP policies.

Among other obligations in connection with any use of UPP’s Products or Services, you are prohibited from engaging in:

· Reverse engineering, making machine code human readable, or creating derivative works or improvements of UPP’s Website, its IPR’s, or proprietary systems/Services.

· Scraping, crawling, downloading, screen-grabbing, or otherwise copying and/or transmitting data from UPP’s Website or digital services in any way UPP hasn’t specifically permitted.

· Commercially exploiting or providing UPP’s IPR’s to third parties.

· Introducing, transmitting, or storing viruses or other malicious code;

· Interfering with this Website, UPP, its affiliates, or related sites, security or operations;

· Creating, benchmarking, or gathering intelligence for a competitive offering;

· Removing, modifying, or obscuring proprietary rights notices;

· Violating any person’s rights, including defamation or harassment;

· Infringing another party’s intellectual property rights, including failing to obtain permission to upload/transfer/display works of authorship;

· Intercepting or expropriating data; and/or

· Spamming, spoofing, or otherwise misrepresenting transmission sources.

4. Governing Law of Our Operations.

We control and operate our online and mobile resources from within the United States of America (the “U.S.”). Although we do not actively block or monitor visitors from other countries, the online and mobile resources are directed only at visitors from the U.S. who are age 18 or older. As such, the enforcement of the Terms and your use of UPP’s Website and mobile resources is governed and construed exclusively in accordance with the governing state and federal laws of the U.S. enforced within that state, without regard to principles of conflicts of laws.

The English language version of these Terms of Use is the controlling version regardless of any translation you may attempt. We do not promise the online and mobile resources, or any Content are appropriate or lawful for use in other locations outside of the U.S. or that our operation (including our processing and handling of submissions you may make) will comply with non-U.S. law. Users who choose to access our website and mobile resources or any of our content from outside the U.S. or submit materials from outside the U.S. and/or as non-U.S. citizens, do so of their own initiative, and are responsible for compliance with all applicable local, state, national, and international laws and treaties.

Regardless of where you use or engage with UPP’s Website, content, or related Services content, you also must comply with all laws applicable to such use, including U.S. export control laws prohibiting access from certain embargoed, prohibited, or restricted countries or access by prohibited, denied, and specially designated persons.

5. The Origins and Uses of Content.

Content on our Website or platforms may have a variety of origins, including information generated and provided by us and third parties. We do not guarantee the content is:

· accurate or complete;

· current (or will be updated);

· error free (either technically or with respect to typographical errors); and/or

· free from interruptions, computer viruses, or other harmful components.

Under no circumstances is UPP liable for any loss or damage caused by such use and/or your reliance on the content. It is, therefore, your responsibility to evaluate the accuracy, completeness, or usefulness of any information, opinion, advice, or other elements of any content displayed on our website or related platforms.

6. Services and Payment Information.

By accessing UPP’s Services, either digitally or at one of UPP’s various locations, and agreeing to these Terms, you represent you are above the age of majority in your state or province of domicile, and not otherwise barred from using UPP’s Services under applicable law. You additionally affirm and acknowledge you have the legal capacity to enter into a binding contract with UPP, have read these Terms, understand them, and agree to them.

UPP offers a variety of Services which may vary from location to location, including parking reservations, text-to-park, pay-as-you-go, QR code scanning, physical payment, and others (each, a "Transaction"). When you start or make a Transaction through with UPP, including any recurring Transaction, you may be asked to supply additional information, including credit card number(s), the expiration date of the credit card(s), cellphone number, vehicle information (including license plate number), email and postal addresses for billing and notification (collectively, "Payment Information"). By utilizing UPP’s Services, you authorize UPP to store the entered Payment Information. If you have any questions regarding how UPP uses, retains, or otherwise collects your information, we refer you to our Privacy Policy.

You expressly authorize us (including any of our third-party payment processors or affiliates) to use your Payment Information for the purpose for which it was provided. This includes, but may not be limited to, parking payments, ticket charges, penalties, or late fees. You expressly authorize us to process your payment information for payment purposes and any future Transactions applicable as depending on the Services you elect to receive from UPP (e.g., valet parking, long term parking, short term parking, overnight parking, monthly parking, pay by plate). You represent and warrant you have the legal right to use all payment method(s) represented in your Payment Information.

We (or our third-party payment processor) may authorize charges using your Payment Information in advance if the Transaction type warrants consistent with the Services you have selected. Transactions and payments are non-refundable and non-transferable, except as may be applicable to one of our specific products uses or Services or as may be expressly provided at one of our locations. All fees and applicable taxes, if any, are payable in the United States dollar currency form. You are solely responsible for any additional fees incurred by your payment provider (e.g., foreign transaction fees, processing fees). You remain responsible for all amounts owed and must pay using a different method if UPP is unable to complete a transaction with the Payment Information you have provided.

7. Social Media.

This section applies to everyone who interacts with UPP’s social media presence. You are therefore viewing this page because you either linked from the social media features on UPP’s online and mobile resources (“Internal Social Media Features”) or from comment sections, feeds, and other elements of social media presence viewable on Instagram, Facebook, Twitter, YouTube, Google+, LinkedIn, or any of the many other available external third party social media platforms we may utilize (“External Social Media Presence”).

Social media platforms are places of public information exchange, and you should have no expectation of privacy when using them. Specifically, neither these Terms of Use nor UPP’s Privacy Policy apply to UPP’s External Social Media Presence. The sites and platforms which host UPP’s External Social Media Presence are not controlled by UPP and therefore have their own privacy policies and Terms of Use. The comments and opinions expressed by users on social media are theirs alone and do not reflect the opinions of UPP. Comments which may be considered inappropriate, or offensive may appear on our Internal Social Media Features as well as our External Social Media Presence and may remain there until they have been identified by UPP or called to UPP’s attention and we are able to work through the necessary procedures and technical processes to have them removed. If you observe an offensive or inappropriate post or comment on UPP’s External Social Media Presence, please report it to the operator of the applicable site or platform using the procedures established for such purpose. If you see such a post on Internal social media Features, it should be reported directly to us via the contact information below. We are not responsible for the actions of third parties not affiliated with UPP nor are we liable for actions made by individuals or social media accounts impersonating us. UPP does not endorse or approve of the contents of any comment made by third-parties on UPP social media.

8. Third-Party Websites and Content.

Links from Our Online and Mobile Resources.

Online and mobile resources may contain hyperlinks or pointers to other websites maintained by third-parties, and UPP may provide third party content for the online and mobile resources by framing or other methods (collectively, “Links”). Links are provided for your convenience and information only. Just because UPP provides a Link, said Link shall not be construed as an endorsement, authorization, offering, or sponsorship of the website, or that UPP is affiliated with the third-party owners or sponsors. Except for the links to UPP brands and products and services within the online and mobile resources, neither the websites nor parties to which a Link will bring you to are under UPP control and as such UPP is not responsible in any way for the Links availability, content, advertising, products, or materials, including any further links those sites may contain. Once you follow an external Link, you are no longer subject to UPP’s Privacy Statement. Therefore, carefully review privacy statements and other terms and conditions of use and sale related to any Links. UPP reserves the right to terminate a Link at any time without notice.

Links to our online and mobile resources.

In general, UPP does not object to links to online and mobile resources from third-party sites including social media. If you link to UPP’s online and mobile resources, we: (a) reserve the right to object to and delete (or require deletion of) such link at any time, for any reason; and (b) require that you abide by the following rules:

· You may not present the link to our online and mobile resources in any manner that suggests we have any relationship or affiliation with your site or endorse, sponsor, or recommend the information, products, services, or content on your site unless we expressly agree to your doing so in writing;

· We reserve the right to object to any link which uses Trademarks or impacts other IPR’s; and

· Your link to our online and mobile resources may not in-line, frame, or otherwise incorporate Content unless we grant its express permission in writing.

Links from obscene, scandalous, profane, defamatory, or unlawful sources, or any site that may adversely affect the name, reputation, or goodwill of UPP and its products and services are prohibited. In addition, the use of Trademarks, IPR’s, or other words or codes identifying UPP or its products and services in any “metatag” or other information used by search engines or other information location tools is strictly prohibited unless we grant express permission in writing.

9. Warranty Disclaimer; Limitation of Liability; and Indemnity.

UPP’S MOBILE RESOURCES, CONTENT, AND ANY OTHER INFORMATION, FEATURES AND FUNCTIONS, OR PRODUCTS AND SERVICES ON ITS WEBSITE ARE PROVIDED ON AN "AS IS" AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW. UPP, ITS AFFILIATES, AND ITS AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, MEMBERS, MANAGERS, SHAREHOLDERS, AND REPRESENTATIVES (THE “UPP PARTIES”) DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, OR STATUTORY. IF YOU ARE DISSATISFIED, YOUR SOLE REMEDY IS TO DISCONTINUE USE OF THE ONLINE AND MOBILE RESOURCES, THE CONTENT, AND YOUR ACCOUNT.

THE UPP PARTIES HAVE NO LIABILITY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, PUNITIVE, SPECIAL, OR INCIDENTAL DAMAGES, (INCLUDING CLAIMS OF DEFAMATION, ERRORS, LOSS OF DATA, OR INTERRUPTION IN AVAILABILITY OF DATA), OR OTHER INTANGIBLE LOSSES ARISING OUT OF OR RELATING TO THESE TERMS, UPP, THE PRIVACY POLICY, ITS OTHER POLICIES, THE SERVICES, OR YOUR OR A THIRD-PARTY’S USE OR ATTEMPTED USE OF UPP’S MOBILE RESOURCES, REGARDLESS OF WHETHER UPP HAS HAD NOTICE OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY TO ANY THEORY OF LIABILITY, WHETHER BASED ON WARRANTY, CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND WHETHER OR NOT THE UPP PARTIES HAVE BEEN INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGE.

SOME JURISDICTIONS MAY NOT ALLOW EXCLUSION OF CERTAIN WARRANTIES OR LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, THE LIABILITY OF THE UPP PARTIES IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. Our aggregate liability arising out of or relating to these Terms, or our additional policies, will not exceed the greater of, $500, or the amount you have paid us in connection with our Services.

Indemnity. You agree to defend, indemnify, and hold UPP Parties harmless from any and all claims, liabilities, costs, and expenses, including reasonable attorneys' fees, arising in any way from your use of UPP’s Services, its Website, and UPP’s mobile resources, the Content, or your breach or violation of applicable laws or of these Terms of Use or other policies. UPP reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with UPP’s defense of such claim.

10. Dispute Resolution by Mandatory Binding Arbitration and Class Action Waiver.

THIS ARBITRATION PROVISION SHALL BE GOVERNED BY THE FEDERAL ARBITRATION ACT (“FAA”), 9 U.S.C. §§ 1-16, AND THE ARBITRATOR SHALL BE BOUND BY THE TERMS OF THIS ARBITRATION PROVISION. ANY DISPUTE, CONTROVERSIES, OR CLAIMS ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH UPP’S SERVICES, THESE TERMS, OUR POLICIES, UPP’S ADVERTISING OR MARKETING PRACTICES, AND/OR UPP’S OR YOUR RIGHTS, TO THE EXTENT NOT OTHERWISE MODIFIED OR EXCLUDED BY UPP’S POLICIES AT ONE OF IT’S PHYSICAL LOCATIONS, SHALL BE RESOLVED BY BINDING ARBITRATION. YOU THUS WAIVE YOUR RIGHT TO ASSERT OR DEFEND YOUR RIGHTS UNDER THESE TERMS, UPP POLICIES, OR UPP SERVICES IN COURT, INCLUDING ANY RIGHT TO A TRIAL BY JURY. THIS WAIVER DOES NOT APPLY WHERE VOIDED UNDER STATE LAW. THE ARBITRATOR SHALL HAVE THE SOLE POWER TO RULE ON ANY CHALLENGE TO ITS OWN JURISDICTION OR TO THE VALIDITY OR ENFORCEABILITY OF ANY PORTION OF THIS AGREEMENT (INCLUDING “GATEWAY” ISSUES AS TO ENFORCEABILITY) OR THE ARBITRABILITY OF ANY CLAIM OR COUNTERCLAIM. THE PARTIES AGREE TO ARBITRATE SOLELY ON AN INDIVIDUAL BASIS. THE PARTIES HEREBY WAIVE THE RIGHT TO PARTICIPATE IN A REPRESENTATIVE CAPACITY OR AS A MEMBER OF ANY CLASS OF CLAIMANTS PERTAINING TO ANY CLAIM SUBJECT TO ARBITRATION. THE SUBSTANTIALLY PREVAILING PARTY OF ANY DISPUTE SHALL BE ENTITLED TO RECOVER REASONABLE ATTORNEYS’ FEES AND COSTS.

ADDITIONALLY, NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, YOU AGREE UPP RESERVES AND MAINTAINS THE RIGHT TO BRING A CLAIM AGAINST YOU IN ANY ADMINISTRATIVE FORUM, STATE, OR FEDERAL COURT FOR INJUNCTIVE RELIEF, EQUITABLE RELIEF, OR OTHERWISE ARISING FROM ANY POTENTIAL OR ACTUAL MISAPPROPRIATION OR INFRINGEMENT OF UPP’S IPR’S AS DEFINED HEREIN, COMPUTER TRESPASS, OR RELATED CLAIMS, AND YOU AGREE THAT VENUE IS PROPER AND THAT YOU ARE SUBJECT TO PERSONAL JURISDICTION IN SUCH FORUM.

Notices of Arbitration. You and UPP specifically agree to the following: The party seeking to commence arbitration must first notify the other party in writing at least 30 days in advance of initiating the arbitration. Notice to UPP shall be sent to support@uppglobal.com. UPP will provide notice to your email address(es) and street address(es) as provided to UPP by you. The notice must describe the nature of the claim and the relief being sought.

Confidentiality of Arbitration and Negotiations.All aspects of the arbitration including the result shall be treated as confidential and shall not be disclosed unless required by legal, audit, or regulatory requirements. The amount of any settlement offer made by either of us prior to arbitration cannot be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. The arbitration proceedings are subject to the U.S. Federal Arbitration Act and hereby declared to be self-executing, and it shall not be necessary to petition a court to compel arbitration. The award of the arbitrators shall be binding and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction.

11. Term and termination.

These Terms of Use apply to all users of the online and mobile resources at all times until UPP supersedes or replaces them. UPP may at any time terminate, change, suspend, add to, or discontinue any aspect of the online and mobile resources itself, or your right to use it, including your data, and any content, without notice or liability to you.

12. Miscellaneous provisions.

These Terms of Use are the entire and exclusive agreement between us and all visitors and users of our Website, Services (unless otherwise modified by agreement at one of our physical locations) and online and mobile resources. Neither any course of conduct between the parties nor trade practice will modify these Terms of Use. We may assign our rights and duties under these Terms of Use to any party at any time without notice to you. You agree, regardless of any statute or law to the contrary, any claim or cause of action by you arising out of or related to use of the online and mobile resources, these Terms of Use must be filed by you within one year after such claim or cause of action arose or be forever barred. Should any provision of these Terms of Use be held to be unenforceable, such provision will be limited to the minimum extent necessary and the remaining provisions hereof shall remain in full force and effect. The waiver of any breach of these Terms of Use will not constitute a waiver of any other or future breach and will not act to amend or negate the rights of the waiving party. You may not assign your rights or obligations hereunder. The provisions of these Terms of Use pertaining to disclaimers, exclusion of damages, limitation of liability, and indemnification shall survive termination.

13. Contact us.

If you have questions, please contact us at 496 Congress Street, Suite 3, Portland, Maine 04101 or by email at support@uppglobal.com.

Last updated, 11/12/ 2024.

Terms Of Use – UPP Global