Uptime Crew Terms and Conditions | Policies & Agreements

Terms & Privacy

PLEASE BE AWARE THAT THERE ARE ARBITRATION AND CLASS ACTION PROVISIONS THAT MAY AFFECT YOUR RIGHTS.

Your Acceptance

Welcome to the Terms of Use for the Uptime Crew website, the Uptime Crew mobile application, any associated components or software, and any services provided by Uptime Group, Inc. (collectively referred to as the “Platform”). This is an agreement (“Agreement”) between Uptime Group, Inc., dba Uptime Crew (“Uptime Crew”), the owner and operator of the Platform and You (“You”, “Your” or “User(s)”), a User of the Platform. If you are a Service Provider (defined below), you must also agree to the Uptime Crew Service Provider Terms.

Throughout this Agreement, the words “Uptime Crew,” “us,” “we,” and “our” refer to our company, Uptime Group, Inc., as is appropriate in the context of the use of the words.

By clicking “I agree” or accessing the Platform, you agree to be bound by this Agreement and the Privacy Policy. We may amend this Agreement at any time and may notify you if we do so.

User Accounts and Sign-up

Portions of the Platform may require you to create a login or sign up for an account. You must fully complete the registration process by providing us with your current, complete, truthful, and accurate information as prompted by the applicable registration form. Where a User creates an account, we may ask You to provide identification so that we may verify Your identity. Where required, Uptime Crew may also assign you a Username and password. You are entirely responsible for maintaining the confidentiality of your password and account and for all activities that occur under your account. You agree to notify Uptime Crew immediately of any unauthorized use of Your account or any other breach of security. Uptime Crew will not be liable for any losses you incur as a result of someone else using your password or account, either with or without your knowledge. However, you could be held liable for losses incurred by Uptime Crew or another party due to someone else using your account or password. You may not use anyone else’s account at any time without the permission of the account holder. Companies may register via the Platform, but may only have one User account. Uptime Crew has the sole discretion in granting or denying any accounts.

Age

Users must be over the age of 18 to use the Platform.

The Platform

The Uptime Crew Platform constitutes a lead generation, communications, and scheduling software for Users seeking services offered by a service provider (“Service Provider”) via the Platform. “Service Providers” may be an individual, partnership, registered business, or other legal entity as identified within such Service Provider’s account profile. The specific services provided by a Service Provider shall be referred to as “SP Services.” User agrees that all Service Providers are independent contractors who provide SP Services directly to the User. Uptime Crew is not affiliated with any Service Providers and does not offer or provide any SP Services. All SP Services are solely offered by Service Providers. Uptime Crew does not employ and may not screen any such Service Providers. USER ACKNOWLEDGES THAT UPTIME CREW IS MERELY A PLATFORM AND DOES NOT PERFORM ANY SP SERVICES AND DOES NOT RECOMMEND OR ENDORSE ANY SERVICE PROVIDER AND DOES NOT PROVIDE ANY SP SERVICES, ALL SP SERVICES ARE PROVIDED BY INDEPENDENT CONTRACTORS WHO ARE NOT EMPLOYED BY UPTIME CREW OR UPTIME CREW’S AFFILIATES. UPTIME CREW HAS NO RESPONSIBILITY OR LIABILITY FOR ANY SP SERVICES PROVIDED TO THE USER BY SERVICE PROVIDERS, INCLUDING, BUT NOT LIMITED TO, A WARRANTY OR CONDITION OF GOOD AND WORKMANLIKE SERVICES, WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR COMPLIANCE WITH ANY LAW, REGULATION, OR CODE. UPTIME CREW IS NOT AFFILIATED WITH, ENDORSED OR SPONSORED BY ANY THIRD PARTY SERVICE PROVIDER. BY USING THE UPTIME CREW PLATFORM, THE USER AGREES TO HOLD UPTIME CREW FREE FROM THE RESPONSIBILITY FOR ANY LIABILITY OR DAMAGE THAT MIGHT ARISE OUT OF THE SP SERVICES. UPTIME CREW IS NOT RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER, INCLUDING SERVICE PROVIDERS, AND WILL NOT BE LIABLE FOR ANY CLAIM, INJURY OR DAMAGE ARISING IN CONNECTION WITH ANY SP SERVICES.

Privacy

Please read Uptime Crew’s Privacy Policy for more information regarding the collection and use of your information. The Privacy Policy is integrated into this Agreement as one and the same.

Access to the Platform

After properly registering for the Platform, you shall be granted access to the Platform. You agree to abide by the following restrictions listed below:

You may not decompile, reverse engineer, disassemble, modify, rent, sell, lease, loan, distribute, or create derivative works or improvements to the Platform or any portion of the Platform.
You may not share your access with any other parties unless permitted by us in writing.
You may not violate any laws, rules or procedures of the United States.
You may not violate any of our additional policies.
You may not use our Platform except through specific channels provided by us.
You may not use the Platform on a computer that is used to operate nuclear facilities, life support, or other mission-critical applications where life or property may be at stake.
You may not sell, lease, loan, distribute, transfer, or sublicense Your access to the Platform.

Please be aware that this is not an all-encompassing list of restrictions. If you breach any of these restrictions, we may revoke your access to our Platform at our discretion. Additionally, we may revoke or restrict Your access to our Platform if we believe that Your actions may harm or have harmed Uptime Crew or the Platform itself. Failure by us to revoke Your access does not act as a waiver of Your conduct.

Your Conduct While Using The Platform

When accessing or using our Platform, you are solely responsible for your use and for any use of the Uptime Crew Platform made using your account. You agree to abide by the following rules of conduct:

You will not copy, distribute or disclose any part of the Platform in any medium, including, without limitation, by any automated or non-automated “scraping”;
You will not attempt to interfere with, compromise the system integrity or security of, or decipher any transmissions to or from the servers running the Platform;
You will not use any robot, spider, crawler, scraper or other automated means or interface not provided by us to access the Platform or to extract or export data collected through the Platform;
You will not take any action that imposes, or may impose at our sole discretion, an unreasonable or disproportionately large load on our infrastructure;
You agree not to use the Platform to stalk, harass, bully or harm another individual;
You agree that you will not hold Uptime Crew responsible for your use of the Platform;
You agree not to violate any requirements, procedures, policies or regulations of networks connected to Uptime Crew;
You agree not to interfere with or disrupt the Platform;
You agree not to violate any US federal or state laws while using the Platform; and
You agree not to use the Platform in any way that is: misleading, unlawful, defamatory, obscene, invasive, threatening, or harassing.

If you are discovered to be undertaking any of the aforementioned actions or if we believe that any of your actions may harm Uptime Crew’s Platform or business interests, your privileges to use our Platform may, at our sole discretion, be terminated, revoked, or suspended. Generally, we will explain any suspension or termination of your use of any of our Platform, but Uptime Crew reserves the right to suspend or terminate any account at any time without notice or explanation.

Platform Availability and Modification

Although we will attempt to provide continuous Platform availability to You, we do not guarantee that the Platform will always be available, work, or be accessible at any particular time and cannot make any guarantees related to availability or uptime. We reserve the right to alter, modify, update, or remove our Platform at any time. We may conduct such modifications to our Platform for security reasons, intellectual property, legal reasons, or various other reasons at our discretion, and we are not required to explain such modifications. For example, we may provide updates to fix security flaws or to respond to legal demands. Please note that this is a non-binding illustration of how we might exercise our rights under this section, and nothing in this section obligates us to take measures to update the Platform for security, legal, or other reasons.

User Content

A User’s ability to submit or transmit any information through the Platform, including but not limited to text, audio messages, videos, photos, images, User trademarks, User intellectual property, or any other information, will be referred to as “User Content” throughout this Agreement. All User Content You submit to the Platform will be owned by You. Please be aware that we are not required to host, display, migrate, or distribute any of Your User Content, and we may refuse to accept or transmit any User Content. You agree that you are solely responsible for any User Content submitted, and you release us from any liability associated with any User Content submitted. You understand that we cannot guarantee the absolute safety and security of any such User Content. Any User Content found to be in violation of this Agreement or that we determine to be harmful to the Platform may be modified, edited, or removed at our discretion. Uptime Crew may not endorse and may not verify, monitor, or restrict any User Content submitted.

When You submit any User Content to us, You grant the Uptime Crew, its partners, affiliates, Users, representatives and assigns a non-exclusive, fully-paid, royalty-free, revocable, world-wide, universal, transferable, assignable license to display, publicly perform, distribute, store, broadcast, transmit, reproduce, modify, prepare derivative works and otherwise use and reuse all or part of Your User Content for the duration of this Agreement. It is important for you to grant us this license so that we may transmit Your User Content to the Service Providers on our Platform. Additionally, although you own all User Content submitted by you, we own all layouts, arrangements, metadata and images that are used to render your User Content through our Platform.

User Content Guidelines

We reserve the right to remove, delete, modify, screen, edit, or refuse any User Content for any reason or no reason, and with or without notice to You. Please be aware that all User Content may be viewed by third parties. So, we cannot guarantee the confidentiality of any User Content.

When submitting any User Content, you agree to the following:

You agree that User Content submitted is truthful and accurate;
You agree not to submit any User Content that contains any confidential information;
You agree not to submit any User Content that contains nudity, sexual, or explicit content;
You agree not to submit any User Content that depicts gratuitous violence, animal or child abuse, or encourages violence against others;
You agree not to submit any User Content that contains hate speech or promotes or condones violence against individuals or groups based on race or ethnic origin, religion, disability, gender, age, nationality, veteran status, or sexual orientation/gender identity;
You agree not to submit any User Content that is considered spam or politically controversial; and
You agree not to submit any User Content that may be considered: misleading, unlawful, defamatory, obscene, invasive, threatening, or harassing.

If you have violated any of our User Content Guidelines or if we believe that any User Content may harm the Platform, your access to the Platform may be suspended or terminated.

SP Services

Uptime Crew allows Service Providers to access the Platform and may assist Users in booking SP Services from such Service Providers (“Appointment”). Listings may be posted on the Platform that describe the SP Services offered, the pricing, availability, and other information. Users of the Uptime Crew Platform contract for all SP Services directly with Service Providers. Uptime Crew is not a party to any contracts for any SP Services and does not pass on any warranties or other obligations to either party. User and Service Provider are the sole parties to any agreements that they may enter into. Uptime Crew may allow Service Providers to advertise on the Platform which may improve a Service Provider’s placement or visibility within the Platform; however, Uptime Crew does not introduce, endorse, or recommend Service Providers to Users or vice versa and any additional visibility or placement is not a, recommendation, introduction, warranty, or endorsement of any Service Provider or any SP Services offered by such Service Provider. Any opinions, advice, or information expressed by any Service Provider are those of the individual and the individual alone, and they do not reflect the opinions of Uptime Crew. Uptime Crew does not direct, is not an employer, has no control over, makes no representations, and does not guarantee the quality, safety or legality of the Service Provider or any SP Services provided.

UPTIME CREW EXPRESSLY DISCLAIMS ANY RESPONSIBILITY OR LIABILITY FOR ANY DAMAGE, LOSS OR INJURY ARISING OUT OF: ANY INTERACTIONS BETWEEN SERVICE PROVIDER AND USER, THE ACTIVITIES OF ANY SERVICE PROVIDERS, AND ANY LOSS OR INJURY ARISING OUT OF ANY ACT OR OMISSION OF ANY SERVICE PROVIDER, ANY ERRORS OR OMISSIONS IN ANY SESSIONS, AND USER’S USE OF ANY SP SERVICES. USER HEREBY ACKNOWLEDGES AND AGREES THAT WHILE UPTIME CREW MAY PROVIDE INFORMATION ABOUT A SERVICE PROVIDER, BASED ON LOCATION, USER REVIEWS, PRICING, OR RELEVANCY; SUCH INFORMATION IS BASED SOLELY ON DATA THAT IS SUBMITTED BY THE SERVICE PROVIDER OR OTHER THIRD PARTIES, AND UPTIME CREW PROVIDES SUCH INFORMATION SOLELY FOR THE CONVENIENCE OF ALL USERS AND THIS INFORMATION IS NOT AN INTRODUCTION, ENDORSEMENT, WARRANTY OR RECOMMENDATION BY UPTIME CREW OF ANY SERVICE PROVIDER OR ANY SP SERVICES. UPTIME CREW IS NOT LIABLE FOR THE ACTS, ERRORS, OMISSIONS, REPRESENTATIONS, WARRANTIES, BREACHES, NEGLIGENCE OR MISCONDUCT OF ANY SERVICE PROVIDERS OR FOR ANY PERSONAL INJURIES, DEATH, PROPERTY DAMAGE, OR OTHER DAMAGES OR EXPENSES RESULTING THEREFROM OR OTHERWISE ARISING FROM YOUR USE OF THE PLATFORM, A SERVICE PROVIDER’S USE OF ANY USER CONTENT, YOUR INTERACTIONS WITH A SERVICE PROVIDER, OR YOUR USE OF THE SP SERVICES. ANY LEGAL REMEDY OR LIABILITY THAT YOU SEEK TO OBTAIN FOR ACTIONS OR OMISSIONS OF SERVICE PROVIDERS OR OTHER THIRD PARTIES WILL BE LIMITED TO A CLAIM AGAINST THE PARTICULAR SERVICE PROVIDER OR OTHER THIRD PARTIES WHO CAUSED YOU HARM, AND YOU AGREE NOT TO ATTEMPT TO IMPOSE LIABILITY ON, OR SEEK ANY LEGAL REMEDY FROM UPTIME CREW WITH RESPECT TO SUCH ACTIONS OR OMISSIONS. YOU ARE SOLELY RESPONSIBLE FOR ALL INTERACTIONS WITH ANY SERVICE PROVIDERS.

THE QUALITY OF THE SP SERVICES SCHEDULED THROUGH THE USE OF THE PLATFORM IS ENTIRELY THE RESPONSIBILITY OF THE SERVICE PROVIDER WHO ULTIMATELY PROVIDES SUCH SP SERVICES TO YOU. YOU UNDERSTAND, THEREFORE, THAT BY USING THE UPTIME CREW PLATFORM, YOU MAY BE EXPOSED TO SP SERVICES THAT ARE POTENTIALLY DANGEROUS, OFFENSIVE, HARMFUL, UNSAFE OR OTHERWISE UNLAWFUL, AND THAT YOU USE THE UPTIME CREW PLATFORM, AND SUCH SERVICE PROVIDER, AT YOUR OWN RISK. NOTHING IN THIS AGREEMENT OR THE UPTIME CREW PLATFORM CONSTITUTES, OR IS MEANT TO CONSTITUTE, ADVICE OF ANY KIND. BY USING THE UPTIME CREW PLATFORM, YOU AGREE THAT THE EXCLUSIONS AND LIMITATIONS OF LIABILITY SET OUT IN THIS AGREEMENT ARE REASONABLE. IF YOU DO NOT BELIEVE THEY ARE REASONABLE, PLEASE DO NOT USE OUR PLATFORM.

Background Checks

Uptime Crew may, at its discretion, conduct background checks on Service Providers by using third-party background check services; however, Uptime Crew has no obligation to perform such a background check. Each User should exercise caution and common sense to protect his or her personal safety and property, just as you would when interacting with any persons that are new and unknown. Please understand that through the functionality of the Platform, your personal information may be shared with Service Providers where you request or book an Appointment. BY USING THE UPTIME CREW PLATFORM, THE USER AGREES TO HOLD UPTIME CREW FREE FROM THE RESPONSIBILITY FOR ANY LIABILITY OR DAMAGE THAT MIGHT ARISE OUT OF THE SP SERVICES. USER IS SOLELY RESPONSIBLE FOR ITS INTERACTIONS WITH ANY OTHER USERS, SERVICE PROVIDERS, OR THIRD PARTIES. UPTIME CREW IS NOT RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER, INCLUDING ANY SERVICE PROVIDERS, AND WILL NOT BE LIABLE FOR ANY CLAIM, INJURY OR DAMAGE ARISING IN CONNECTION WITH ANY SP SERVICES.

Selecting SP Services

Except as explicitly provided otherwise, Users may only use the Uptime Crew Platform for their own personal use. Users may select an Appointment and book the SP Services. Users may not use the Uptime Crew Platform for any other purposes or in connection with any commercial endeavours whatsoever without our express prior written consent. Users agree that a booking for an Appointment for any SP Services is an offer which is only accepted when the User receives a confirmation of acceptance from a Service Provider. Users agree to treat Service Providers with respect and in compliance with all laws, to provide a safe and appropriate working environment for them that is in compliance with all applicable laws and regulations, and to provide reasonable cooperation to Service Providers so that they may supply any SP Services agreed upon. Users acknowledge that their selected Service Provider may be unavailable from time to time, and Uptime Crew bears no liability regarding their unavailability. SP Services are solely provided by independent third-party service providers, and Uptime Crew does not control, employ, or otherwise direct such service providers.

Payments

Users may be obligated to pay in advance for an Appointment they have booked via the Uptime Crew Platform. Before the scheduled Appointment, Uptime Crew will charge the User’s credit card according to the amount the User has agreed to pay the Service Provider for the SP Services. For any appointments, a booking fee, Service Provider fee, diagnostic or estimate fee, and other fees may be collected and charged whether or not the user uses any SP Services. Where the User decides to use any SP Services, such fees will appear for approval or payment within the Platform at the time of the Appointment. The User hereby agrees to pay for all costs, fees, and expenses listed when booking an Appointment or selecting any SP Services. All payments by Users for any SP Services must be made through the Uptime Crew Platform. User authorizes Uptime Crew or its third-party payment processors to charge the credit card on file in the User’s account for such amounts listed. Please be aware that we use third-party payment processors to process our credit card information. All information that you provide in connection with a purchase or transaction for any Appointment or SP Services must be accurate, complete, and current. You agree 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 with Uptime Crew at the prices in effect when such charges are incurred. We retain the right, in our sole discretion, to place a hold on the User’s credit card for an ordered or a scheduled Appointment. Where there is an agreement between a User and a Service Provider to modify, change or reschedule any Appointment or to change or modify any SP Services, the User bears the responsibility for notifying Uptime Crew and paying any additional fees associated with such changes. Users must notify Uptime Crew through the Uptime Crew Platform or by contacting us at contactus@uptimecrew.net. We expressly disclaim any liability for any damage that may result should any information be released to any third parties, and you agree to hold us harmless for any damages that may result therefrom.

Appointment Cancellations

Users wishing to cancel an Appointment of any SP Services are subject to the cancellation policy as outlined in this section or as otherwise set forth at the time of scheduling any Appointment. For SP Services that are categorized as “Emergency”, you may cancel prior to acceptance of the Appointment by the Service Provider or prior to the arrival of the Service Provider. If you cancel before the arrival of your Service Provider or your Service Provider arrives and you are not present, a cancellation fee may apply. Any other scheduled Appointment may be cancelled and fully refunded four (4) hours prior to the commencement of the Appointment. Any scheduled Appointments cancelled within four (4) hours of the Appointment may not be eligible for any refunds or may be subject to a cancellation fee. Once a cancellation request is received by Uptime Crew, Uptime Crew will process the request and refund any applicable payments minus any payment processing and transaction fees or other fees. Please be aware that some refunds may take up to three billing cycles to appear on your payment method on file. From time to time, Service Providers or Uptime Crew may cancel an Appointment. If that occurs, the Platform shall notify you, and you may re-book an Appointment through the Platform. If you believe that you should be issued a refund for any other reason, please contact us at contactus@uptimecrew.net.

Disputes with Service Providers

Disputes between any User and any Service Provider regarding the SP Services, an Appointment, or Your interactions on the Platform shall be solely resolved between You and the Service Provider. Uptime Crew is not a party to any such dispute and has no liability to either party regarding such dispute.

Appointment Refunds and SP Service Refunds

Refunds for booked Appointments (except as otherwise outlined in this Agreement) or for any SP Services provided should be resolved between the Service Provider and you. If you are unable to resolve such an issue with a Service Provider, please contact us.

Credit Card Declines

Where your credit card has been declined after the Uptime Crew Products have been delivered to you, you agree that we may resubmit your charge until such charge is fully paid, whether the charge is made as one additional charge or as instalments.

Termination

You may cancel your account at any time via the Uptime Crew dashboard or by contacting us at contactus@uptimecrew.net. Please be aware that upon termination of your account, access to portions of our Platform may become immediately disabled, and any Appointments not concluded may be terminated. Additionally, where you have booked an appointment, you shall owe any additional fees, including any and all charges, upon termination. Termination of this Agreement does not relieve User from any obligation to pay Uptime Crew. Upon termination, you will not be entitled to any refunds or proration of any fees paid except as stated in this Agreement. Additionally, you will be required to pay any outstanding fees due and owing for any SP Services provided by a Service Provider. We may terminate Your account or this Agreement with You if we determine that: (1) You have violated any applicable laws while using our Platform; (2) if You have violated this Agreement or any other of our Platform policies; (3) if Your account has remained inactive for an extended period of time; or (4) if we believe that any of Your actions may harm Uptime Crew, at our sole decision or discretion. In the event of termination, we will strive to provide you with a timely explanation; however, we are not required to do so. Where termination has occurred, portions of this Agreement shall survive and remain in full force as stated in the “Survival” section of this Agreement.

Taxes

Depending on the laws of your jurisdiction, you may be taxed for any payments or purchases. Therefore, at the time of payment, we may collect all applicable taxes related to your use of the Platform. If we do not collect the applicable taxes, you agree that you are still responsible for any applicable taxes. Although no taxes may be collected by us, you agree that you will pay any applicable taxes or fees to the tax agencies having jurisdiction over you.

Chargebacks

If we believe that you have participated in a fraudulent chargeback, we will pursue our claims against you to the fullest extent allowed by law. In the event that we believe that a User has submitted a fraudulent chargeback, we will forward Your information to the applicable law enforcement agency, and Your fraudulent chargeback may result in either a civil fine or jail time and we reserve the right to submit such charges to your bank or payment provider until full payment has been collected.

Idea Submission

Uptime Crew or any of its employees do not accept or consider unsolicited ideas, including but not limited to ideas relating to processes, technologies, product enhancements, or product names. Please do not submit any unsolicited ideas, content, artwork, suggestions, or other works (“Submissions”) in any form to Uptime Crew. The sole purpose of this policy is to avoid potential misunderstandings or disputes when Uptime Crew’s products might seem similar to ideas You submitted to Uptime Crew. If, despite our request that You not send us Your ideas, You agree to the following: (1) Your Submissions and their contents will automatically become the property of Uptime Crew, without any compensation to You; (2) Uptime Crew may use or redistribute the Submissions and their contents for any purpose and in any way; (3) there is no obligation for Uptime Crew to review the Submission; and (4) there is no obligation to keep any Submissions confidential.

Intellectual Property

The name “Uptime Crew,” the design of the Uptime Crew Platform along with Uptime Crew created text, writings, images, templates, scripts, graphics, interactive features and the trademarks, marks and logos contained therein (“Marks”), are owned by or licensed to Uptime Crew. The Marks are subject to copyright and other intellectual property rights under US laws and international conventions. Uptime Crew reserves all rights not expressly granted in and to the Platform. You agree to not engage in the use, copying, or distribution of the Marks or anything else contained within the Platform unless we have given You express written permission. All rights not expressly granted are hereby reserved.

Representations and Warranties

THE PLATFORM AND ALL SP SERVICES ARE PROVIDED ON AN “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS” BASIS. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, NEITHER UPTIME CREW, NOR ANY OF THEIR EMPLOYEES, MANAGERS, OFFICERS, ASSIGNS OR AGENTS MAKE ANY REPRESENTATIONS OR WARRANTIES OR ENDORSEMENTS OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, AS TO: (A) THE PLATFORM; (B) ANY INFORMATION PROVIDED VIA THE PLATFORM INCLUDING SESSIONS, USER CONTENT, OR ANY OTHER INFORMATION; (C) ANY SP SERVICES AVAILABLE OR (D) SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION TO UPTIME CREW OR VIA THE PLATFORM. IN ADDITION, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION AND FREEDOM FROM COMPUTER VIRUS. UPTIME CREW MAKES NO REPRESENTATIONS ABOUT THE SUITABILITY OF ANY SERVICE PROVIDERS OR ANY SP SERVICES THE INCLUSION OF ANY SERVICE PROVIDER OR ANY SP SERVICES ON THIS PLATFORM DOES NOT CONSTITUTE ANY ENDORSEMENT OR RECOMMENDATION BY UPTIME CREW. UPTIME CREW DOES NOT WARRANT THAT YOUR USE OF THE PLATFORM IS LAWFUL IN ANY PARTICULAR JURISDICTION, AND UPTIME CREW SPECIFICALLY DISCLAIMS ANY SUCH WARRANTIES.

YOUR USE OF THE PLATFORM IS AT YOUR SOLE RISK. YOU ACKNOWLEDGE AND AGREE THAT UPTIME CREW DOES NOT HAVE AN OBLIGATION TO CONDUCT BACKGROUND CHECKS ON ANY USERS OR SERVICE PROVIDERS. BUT MAY DO SO AT OUR DISCRETION. IF WE CHOOSE TO CONDUCT SUCH CHECKS, TO THE EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, THAT SUCH CHECKS WILL IDENTIFY PRIOR MISCONDUCT BY A USER OR GUARANTEE NO FUTURE MISCONDUCT BY A USER.UPTIME CREW MAKES NO WARRANTY REGARDING THE QUALITY OF ANY SESSION, ANY SP SERVICES, ANY SERVICE PROVIDERS, ANY USER, OR ANY STATEMENTS MADE BY USERS OR SERVICE PROVIDERS, OR RELIABILITY. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM UPTIME CREW OR THROUGH THE SITE, APPLICATION, SERVICES OR COLLECTIVE CONTENT, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE PLATFORM AND WITH OTHER PERSONS WITH WHOM YOU MAY COMMUNICATE OR INTERACT WITH INCLUDING ANY SERVICE PROVIDERS, USERS, OR OTHER THIRD PARTIES. YOU UNDERSTAND THAT UPTIME CREW DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF PLATFORM OR TO REVIEW ANY SESSIONS OR SP SERVICES OFFERED. UPTIME CREW MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE PLATFORM OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE USERS OF THE PLATFORM. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE PLATFORM AND WITH THIRD PARTIES THAT MAY ARISE FROM YOUR USE OF THE PLATFORM, INCLUDING, BUT NOT LIMITED TO, SERVICE PROVIDERS, USERS, OR THIRD PARTIES, PARTICULARLY IF YOU DECIDE TO MEET OFFLINE OR IN PERSON REGARDLESS OF WHETHER SUCH MEETINGS ARE ORGANIZED VIA THE PLATFORM. UPTIME CREW EXPLICITLY DISCLAIMS ALL LIABILITY FOR ANY ACT OR OMISSION OF ANY USER, SERVICE PROVIDER, OR OTHER THIRD PARTY.

Limitation of Liability

THE SERVICE PROVIDERS PROVIDING SP SERVICES ON THIS PLATFORM ARE INDEPENDENT CONTRACTORS AND NOT AGENTS OR EMPLOYEES OF UPTIME CREW. IN NO EVENT SHALL UPTIME CREW, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM (I) YOUR USE OR INABILITY TO USE THE PLATFORM OR ANY ERRORS, MISTAKES, OR INACCURACIES FOUND WITHIN THE PLATFORM, (II) ANY PERSONAL INJURY, DEATH, OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR PLATFORM, YOUR INTERACTIONS WITH OTHER USERS, OR FROM ANY SERVICE PROVIDERS OR SP SERVICES, (III) ANY INTERRUPTION,MISINFORMATION, INCOMPLETE INFORMATION, OR CESSATION OF TRANSMISSION TO OR FROM OUR PLATFORM TO YOU, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH OUR PLATFORM VIA A THIRD PARTY, (V) ANY FAILURES OR DISRUPTIONS WHETHER INTENTIONAL OR UNINTENTIONAL, (VI) ANY ACTION TAKEN IN CONNECTION WITH COPYRIGHT OR OTHER INTELLECTUAL PROPERTY OWNERS RELATED TO YOUR USER CONTENT, (VII) ANY INJURY OR CLAIM THAT OCCURS OUT OF THE USE OF ANY USER CONTENT BY ANY SERVICE PROVIDERS OR (VIII) ANY POTENTIAL OR ACTUAL LOSS OR DAMAGE TO PERSON OR PROPERTY THAT MAY OCCUR WHILE USING THE PLATFORM. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. IN JURISDICTIONS THAT ALLOW A LIMITATION ON LIABILTY, YOU AGREE THAT OUR LIABILITY, EXCEPT FOR ANY PAYMENTS RENDERED TO SERVICE PROVIDERS, IS NO MORE THAN THE AMOUNT YOU PAID IN THE PAST SIX MONTHS FOR SERVICES OR ONE-HUNDRED US DOLLARS, WHICHEVER IS GREATER. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN UPTIME CREW AND YOU. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. 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 AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY BETWEEN JURISDICTIONS. Specifically, in those jurisdictions not allowed, we do not disclaim liability for: (a) death or personal injury caused by Uptime Crew’s negligence or that of any of its officers, employees or agents; (b) fraudulent misrepresentation; or (c) any liability which it is not lawful to exclude either now or in the future.

Release

THE PLATFORM IS ONLY A VENUE FOR CONNECTING USERS AND SERVICE PROVIDERS. TO THE EXTENT THAT THE UPTIME CREW PLATFORM CONNECTS A USER TO A THIRD PARTY PROVIDER FOR THE PURPOSES OF PROVIDING SP SERVICES, UPTIME CREW WILL NOT BE RESPONSIBLE FOR ASSESSING THE SUITABILITY, LEGALITY OR ABILITY OF ANY SERVICE PROVIDERS AND YOU EXPRESSLY WAIVE AND RELEASE UPTIME CREW FROM ANY AND ALL LIABILITY, CLAIMS OR DAMAGES ARISING FROM OR IN ANY WAY RELATED TO THE THIRD PARTY SERVICE PROVIDER. YOU RELEASE UPTIME CREW AND ITS DIRECTORS, OFFICERS, EMPLOYEES AND ASSIGNS FROM ANY AND ALL CLAIMS, DEMANDS, OR DAMAGES (ACTUAL, DIRECT OR CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY DISPUTE WITH ANOTHER USER, SERVICE PROVIDER, OR OTHER THIRD PARTY. YOU EXPRESSLY WAIVE AND RELEASE ANY AND ALL RIGHTS AND BENEFITS UNDER SECTION 1542 OF THE CIVIL CODE OF THE STATE OF CALIFORNIA (OR ANY ANALOGOUS LAW OF ANY OTHER STATE), WHICH READS AS FOLLOWS: “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.”

Indemnity

You agree to release, defend, indemnify, and hold Uptime Crew and its affiliates and subsidiaries, and their officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (i) Your breach of this Agreement, (ii) Your improper use of the Uptime Crew Platform or any services provided, (iii) Your interaction with any User, Service Provider, or other third party including without limitation any injuries, losses or damages of any kind arising in connection with or as a result of such interaction, (iv) Your breach of any laws, regulations or third party rights. You agree that this indemnity extends to requiring You to pay for our reasonable attorneys’ fees, court costs, and disbursements. In the event of a claim such as one described in this paragraph, we may elect to settle with the party/parties making the claim and You shall be liable for the damages as though we had proceeded with a trial.

Intellectual Property and Copyrights

Takedown Notice

We take copyright infringement very seriously. If You believe that any copyrighted material owned by You has been infringed upon by someone using our Platform, please send us a message which contains:

Your name.
The name of the party whose copyright has been infringed, if different from Your name.
The name and description of the work that is being infringed
The location on our Platform of the infringing copy.
A statement that You have a good faith belief that use of the copyrighted work described above is not authorized by the copyright owner (or by a third party who is legally entitled to do so on behalf of the copyright owner) and is not otherwise permitted by law.
A statement that You swear, under penalty of perjury, that the information contained in this notification is accurate and that You are the copyright owner or have an exclusive right in law to bring infringement proceedings with respect to its use.

You must sign this notification and send it to our Copyright Agent: Copyright Agent of Uptime Crew, contactus@uptimecrew.net or attn: Copyright Agent 9201 Washington Blvd, Indianapolis, IN 46240.

Counter Notice

In the event that You receive a notification from Uptime Crew stating content posted by You has been subject to a DMCA takedown, You may respond by filing a counter-notice pursuant to the DMCA. Your counter-notice must contain the following:

Your name, address, email and physical or electronic signature.
The notification reference number (if applicable).
Identification of the material and its location before it was removed.
A statement under penalty of perjury that the material was removed by mistake or misidentification.
Your consent to the jurisdiction of a federal court in the district where You live (if You are in the U.S.), or Your consent to the jurisdiction of a federal court in the district where Your service provider is located (if You are not in the US).
Your consent to accept service of process from the party who submitted the takedown notice.

Please be aware that we may not take any action regarding Your counter-notice unless Your notification strictly complies with the foregoing requirements. Please send this counter-notice to: contactus@uptimecrew.net or attn: Copyright Agent 9201 Washington Blvd, Indianapolis, IN 46240.

Choice of Law

This Agreement shall be governed by the laws in force in the state of Indiana. The offer and acceptance of this contract is deemed to have occurred in Indiana.

Arbitration

This Agreement and any dispute arising out of or in connection with this Agreement (“Dispute”) will be governed as to all matters, including, but not limited to the validity, construction and performance of this Agreement, by and under the laws of the state of Indiana, without giving effect to conflict of laws principles thereof.  

Informal Resolution

Each party agrees that before it seeks mediation, arbitration, or any other form of legal relief it shall provide written notice to the other of the specific issues in dispute (and referencing the specific portions of the Agreement which are allegedly being breached). Within thirty days after such notice, knowledgeable executives of the party or the individuals themselves shall hold at least one meeting (in person or by video- or tele-conference) for the purpose of attempting in good faith to resolve the Dispute. The parties agree to maintain the confidential nature of all disputes and disagreements between them, including, but not limited to, informal negotiations, mediation or arbitration, except as may be necessary to prepare for or conduct these dispute resolution procedures or unless otherwise required by law or judicial decision. The dispute resolution procedures in this Section shall not apply prior to a party seeking a provisional remedy related to claims of misappropriation or ownership of intellectual property, or trade secrets.  

Mediation

Except as provided herein, any and all Disputes arising out of or relating to this Agreement shall be submitted to JAMS for mediation before arbitration or any other form of legal relief may be instituted. Mediation may be commenced by a party providing JAMS a written request for mediation setting forth the subject of the Dispute and the relief requested. The parties will cooperate with JAMS in selecting a single mediator and scheduling a mediation, which should take place within 45 days following a request for mediation. The mediator shall be a retired judge who has had experience with technology disputes. The parties agree that they will participate in the mediation in good faith and share equally in its costs. The mediation shall take place in Indianapolis, Indiana.

Binding Arbitration

Except as provided herein, any Dispute arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in Indianapolis, Indiana and before a single arbitrator. One arbitrator shall be selected by the parties in accordance with the JAMS Arbitration rules (www.jamsadr.org). In any arbitration arising out of or related to this Agreement, the parties agree the arbitrator is not empowered to award punitive or exemplary damages, and the parties waive any right to recover any such damages. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures if the amount in dispute exceeds $250,000 USD and its JAMS Streamlined Arbitration Rules and Procedures when lesser amounts are in issue. The arbitrator shall issue a written reasoned decision. Each party shall bear their own costs in connection with the arbitration, although the arbitrator shall award the prevailing party its reasonable costs and attorneys’ fees. Any Dispute dealing with intellectual property or requiring injunctive relief shall be heard in a court of competent jurisdiction located within Marion County, IN. This arbitration clause shall only apply to a User that has paid for SP Services, is a Service Provider, or had interactions with a Service Provider, Uptime Crew shall resolve disputes with all other users in a court of competent jurisdiction located within Marion County, IN.

Opt-Out

User has the right to opt out of binding arbitration within thirty (30) days of the date You first accepted this Agreement by notifying us via mail at Attn: Arbitration Opt Out 9201 Washington Blvd, Indianapolis, IN 46240. In order to be effective, the opt out notice must include Your full name, any account information, and must clearly indicate Your intent to opt out of binding arbitration. If You have decided to opt-out of Binding Arbitration, all Disputes after an attempt at Mediation shall be heard in a court of competent jurisdiction located within Marion County, IN. User and Uptime Crew agree that any right to a jury trial is waived.

Class Action Waiver

YOU UNDERSTAND AND AGREE THAT YOU AND UPTIME CREW MAY EACH BRING CLAIMS IN ARBITRATION AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT ON A CLASS, COLLECTIVE ACTION, OR REPRESENTATIVE BASIS (“CLASS ACTION WAIVER”). YOU UNDERSTAND AND AGREE THAT YOU AND UPTIME CREW BOTH ARE WAIVING THE RIGHT TO PURSUE OR HAVE A DISPUTE RESOLVED AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE OR REPRESENTATIVE PROCEEDING. NOTWITHSTANDING THE FOREGOING. Notwithstanding any other provision of this Agreement, the Arbitration provisions or any associated rules or the, disputes regarding the scope, applicability, enforceability, revocability or validity of the Class Action Waiver may be resolved only by a civil court of competent jurisdiction and not by an arbitrator. In any case in which: (1) the dispute is filed as a class, collective, or representative action and (2) there is a final judicial determination that the Class Action Waiver is unenforceable as to any Disputes (defined below), the class, collective, and/or representative action on such Disputes must be litigated in a civil court of competent jurisdiction, but the Class Action Waiver shall be enforced in arbitration on an individual basis as to all other Claims to the fullest extent possible.

Relationship of Parties

Uptime Crew provides a Platform which allows You to connect with independent third party contractors. Uptime Crew is not the employer of any Service Provider. You acknowledge that we do not supervise, direct, or control a Service Provider’s work or SP Services performed in any manner. A Service Provider provides services to You as an independent contractor, and is not an employee, joint venturer, partner, agent, or franchisee of Uptime Crew for any purpose whatsoever and does not represent Uptime Crew and has no authority to bind Uptime Crew to any agreements.

Force Majeure

You agree that we are not responsible to You for anything that we may otherwise be responsible for, if it is the result of events beyond our control, including, but not limited to, acts of God, war, insurrection, riots, terrorism, crime, labor shortages (including lawful and unlawful strikes), embargoes, postal disruption, communication disruption, failure or shortage of infrastructure, shortage of materials, or any other event beyond our control.

Severability

In the event that a provision of this Agreement is found to be unlawful, conflicting with another provision of the Agreement, or otherwise unenforceable, the Agreement will remain in force as though it had been entered into without that unenforceable provision being included in it.

If two or more provisions of this Agreement or any other agreement You may have with Uptime Crew are deemed to conflict with each other’s operation, You agree that Uptime Crew shall have the sole right to elect which provision remains in force.

Non-Waiver

We reserve all rights permitted to us under this Agreement as well as under the provisions of any applicable law. Our non-enforcement of any particular provision or provisions of this Agreement or any applicable law should not be construed as our waiver of the right to enforce that same provision under the same or different circumstances at any time in the future.

Survival

All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation Sections 4-20 and 23 -41.

Assignment

You may not assign Your rights and/or obligations under this Agreement to any other party without our prior written consent. We may assign our rights and/or obligations under this Agreement to any other party at our discretion.

Additional Agreements

This Agreement, along with the Service Provider Agreement (if you are a Service Provider) and the Privacy Policy constitutes the complete and exclusive understanding and agreement between the parties regarding the subject matter herein and supersedes all prior or contemporaneous agreements or understandings written or oral, relating to its subject matter. Where the Service Provider Agreement and this Agreement directly conflict, the Service Provider Agreement shall control.

Amendments

We may amend this Agreement from time to time. When we amend this Agreement, we will update this page and indicate the date that it was last modified or we may email You. You may refuse to agree to the amendments, but if You do, You must immediately cease using our Platform.

California Users

Pursuant to California Civil Code Section 1789.3, any questions about pricing, complaints, or inquiries about Uptime Crew must be sent to our agent for notice to: contactus@uptimecrew.net

California Users are also entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.

Electronic Communications

The communications between You and Uptime Crew use electronic means, whether You visit the Platform or send Uptime Crew e-mails, or whether Uptime Crew posts notices on the Platform or communicates with You via e-mail. For contractual purposes, You (1) consent to receive communications from Uptime Crew in an electronic form; and (2) agree that all terms, conditions, agreements, notices, disclosures, and other communications that Uptime Crew provides to You electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect Your statutory rights