Terms of Service

Last Updated: February 13, 2025 © Uplynk, Inc. 2.13.2025

1. Introduction

These Terms of Service, including all exhibits, supplements, appendices, and policies attached or referenced herein (the “Agreement”), are between Uplynk, Inc., its affiliates and subsidiaries (together, “Uplynk”) and the other signatory to the applicable Service Order (“Customer”) (each, a “Party” and collectively, the “Parties”).

The applicable terms of this Agreement also govern the use of Free, Trial, or Beta Services offered by Uplynk. By clicking on a box to indicate your acceptance or by otherwise using Uplynk’s Free, Trial, or Beta Services, you agree to these terms and conditions and consent to be bound by the same.

If you are acting on behalf of an entity, you represent that you have the authority to bind the entity to these terms. If you do not have the authority or do not agree to these terms, neither you nor the entity you represent may use the Services.

2. Definitions

2.1. Acceptable Use Policy (AUP)

Uplynk’s Acceptable Use Policy is available at this link or another URL designated by Uplynk.

2.2. Affiliate

An entity directly or indirectly Controlled by, Controlling, or under common Control with a Party, now or in the future. "Control" means ownership of more than 50% of equity or voting interests, or primary management responsibility.

2.3. Change of Control

A transaction where:

• A Party’s Control is transferred,
• All or substantially all of a Party’s assets/equity are acquired,
• A Party merges or consolidates with another entity.

2.4. Confidential Information

Nonpublic, proprietary, or trade secret information disclosed in any form that is designated as confidential or should reasonably be understood as confidential.

2.5. Customer Content

Digital assets, including application code and data, stored, delivered, or processed via Uplynk’s network.

2.6. End User

A subscriber or visitor of a Customer’s online site or service.

2.7. End User Data

Data required to implement HTTP/HTTPS protocols, including IP addresses.

2.8. Intellectual Property Rights

All patents, copyrights, trade secrets, trademarks, service marks, and other related rights worldwide.

2.9. Service Order (SO)

A specification of Services to be performed by Uplynk and the associated fees.

2.10. Services

As defined in Section 3 and applicable Beta Services.

2.11. Service Level Agreement (SLA)

The service level agreement for the Services, detailed in applicable Service Supplements.

2.12. Service Supplements

Documentation describing service levels, rates, and terms for the Services. Contact for copy.

2.13. Statement of Work (SOW)

A specification of custom or professional Services, agreed upon by the Parties.

2.14. Taxes

Includes excise, use, sales, value-added taxes, and other applicable charges.

3. Services

3.1. Provision of Services

Uplynk will provide the Services as specified in an SO or SOW, subject to this Agreement and applicable SLAs. The sole remedy for service failures is outlined in the Service Level Agreement.

3.2. Acceptable Use and Technical Cooperation

(a) Customer Responsibility

• Customer is solely responsible for Customer Content and assumes all liabilities related to its transmission.
• Customer must comply with the AUP.
• Uplynk may take necessary steps to mitigate Adverse Impact caused by Customer’s Content or use of Services.

(b) Configuration Requirements

• Customer must cooperate with Uplynk for proper service configuration.
• Customer is responsible for modifying content identifiers for Uplynk’s delivery network.

(c) Bandwidth and Security

• Customer is responsible for bandwidth usage and related charges.
• Customer must maintain security of credentials and access controls.
• Customer should back up all Customer Content and Data.

(d) Application Code

If Customer integrates custom application code with Uplynk Services, Customer is solely responsible for:

1. Performance and security of the code.
2. Adhering to third-party software licenses.
3. Providing necessary support.

3.3. Subcontractors

Uplynk may engage third-party suppliers to provide Services.

3.4. Order of Precedence

In case of conflicts:

1. SO takes precedence.
2. SOW follows.
3. Service Supplements apply next.
4. This Agreement is last in priority.

4. Charges and Payment

4.1. Taxes

• All fees are exclusive of taxes.
• Customer must provide valid exemption certificates if applicable.

4.2. Payment Terms

• Payment is due within 30 days of the invoice date.
• Late payments may result in:
  • Service suspension
  • Late fees (1.5% per month or maximum allowable rate)
  • Additional security deposits
• Disputed invoices must be reported within 30 days.

5. Intellectual Property

5.1. Uplynk’s Rights

Uplynk retains ownership of all Intellectual Property related to its network, software, and services.

5.2. Customer’s Rights

Customer retains ownership of Customer Content but grants Uplynk a limited license to process it as needed.

6. Confidentiality

• Confidential Information must be protected using reasonable security measures.
• Disclosure is permitted only:
  • Under legal obligation.
  • To employees or contractors under NDA.

7. Representations and Warranties

• Each Party represents that it has the legal authority to enter into this Agreement.
• Customer warrants that it has obtained all necessary consents for Customer Data and End User Data.

8. Disclaimer

Uplynk provides all Services "AS IS" and disclaims all warranties, including:

• Fitness for a particular purpose
• Non-infringement
• Security guarantees

9. Limitation of Liability

Neither Party is liable for:

• Indirect, incidental, or consequential damages
• Loss of revenue, profits, or goodwill

Uplynk’s total liability is capped at 12 months of Customer fees.

10. Indemnification

10.1. Customer Indemnification

Customer will defend and indemnify Uplynk against third-party claims related to:

• Customer’s products, services, or websites.
• Unauthorized access to the Services.
• Copyright infringement by Customer Content.

10.2. Uplynk Indemnification

Uplynk will defend Customer against claims that its Services infringe Intellectual Property Rights.

11. Termination

11.1. Termination for Cause

Either Party may terminate for:

• Material breach
• Bankruptcy or insolvency

11.2. Effects of Termination

Upon termination:

• All access to Services ceases.
• Customer must pay outstanding balances.
• Confidentiality obligations survive termination.

12. Publicity

• Customer grants Uplynk permission to use Customer’s logo and name for marketing purposes.
• Press releases require mutual consent.

13. Miscellaneous

• Governing Law: Delaware, USA.
• No Third-Party Beneficiaries.
• Force Majeure: Neither Party is liable for delays due to uncontrollable events.
• Assignment: Uplynk may freely assign this Agreement.
• Anti-Corruption Compliance: Customer must comply with anti-bribery laws.

14. Uplynk Contact Information

For privacy-related inquiries, contact:

Phone: +1 (602) 850–5000
Email: ask@uplynk.com

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