We (the folks at UpWave AS) run a web app called “UpWave” (upwave.io) and would love for you (“You” or as the case may be “Your”) to use it. Our basic services are founded on a free trial period, where we will ask users to upgrade in order to continue using our services. Our services are designed to help You create happy teams and succeed one project at a time.

Acceptance of terms

These Terms of Service (“Terms“) govern Your use of the services, software and websites (the “Service”) provided by UpWave AS (UpWave). Our Privacy Policy explains the way we collect and use Your information and our Acceptable Use Policy outlines our expectations with respect to Your behavior when using the Service. By using the Service You agree to be bound by these Terms, our Privacy Policy and our Acceptable Use Policy. If You’re using our Service on behalf of an organization or entity (“Organization”), then You are agreeing to these Terms on behalf of that Organization and You represent and warrant that You have the authority to bind the Organization to these Terms. In that case, “You” and “Your” refers to that Organization.

If You do not agree with the terms of this Agreement, do not use the Service. Any violation of the Terms of Use might result in the termination of Your Account.

General description of service

UpWave is a web app which allows teams to collaborate, based on mutual trust and responsibility between UpWave and You as a user.

We trust that You use the Service in full compliance with applicable laws and regulations, as well as in accordance with normal conduct and good business practice. As UpWave has no ownership to Content posted within the Service, we rely on You as Account holder to take responsibility for Content posted by You or users within Your Account, as well as reporting Content that You find offensive or in any way in violation of these Terms of Service. If You violate the Terms of Use, UpWave is entitled to deny access to Your Account.

Any new features that augment or enhance the Service, including the release of new tools and resources, shall be subject to these Terms of Service. Continued use of the Service after any such changes shall constitute Your agreement to such changes. UpWave reserves the right to update and change the Agreement from time to time without notice or acceptance by You.

UpWave AS prohibits any conduct and posting of content which implies a violation of the Terms of Use. Thus, UpWave will not be responsible for any such behaviour or content posted on the Service. You agree to use “UpWave” at Your own risk.

Invoicing and payment

Subscription fee for upgraded versions of “UpWave” are charged monthly, in advance according to the current and updated pricelist for the relevant subscription, including taxes before VAT. All payments are non-refundable.

Subscription fees for pay-versions of “UpWave” are invoiced within 30 days and shall be paid within 15 days. Collection costs and interests on overdue payments are added according to the Norwegian Act relating to Interest on Overdue Payments.

If payments are not cleared by due date UpWave is also entitled to deny access to Your Account until owed amount is paid in full.

Account Terms

You must be a human being. Accounts registered by "bots" or other automated methods are not permitted.

Your login may only be used by one person – a single login shared by multiple people is not permitted. You may create separate logins for as many people as You'd like. You must provide a valid email address and personal password in order to complete the sign up process. All other personal identifiable information is optional. You may use pseudonyms or the like when providing Your Display Name.

You are responsible for maintaining the security of Your Account and password. UpWave cannot and will not be liable for any loss or damage from Your failure to comply with this security obligation. You are responsible for all Content posted and activity that occurs under content areas owned by Your Account (even when Content is posted by others who have access to it).

You may not use the Service for any illegal or unauthorized purpose. You must not, in the use of the Service, violate any laws in Your jurisdiction (including but not limited to copyright laws and data protection laws).

Administrator Access to Your Content

When You sign up for our Service, You associate one or more email addresses with Your Account. If You use an email address provided to You by a third party entity of which You are a part (such as yourname@youremployer.com or yourname@nonprofit.org) (each an “Entity”) You hereby grant that Entity and its administrator(s) permission to access, use, download, export, disclose, share, restrict and/or remove Content that You have associated with the email address that includes their domain. You acknowledge and understand that an Entity may elect to utilize one or more third party applications in connection with their teams’ use of the Service and that, by associating Content with an email address that includes an Entity’s domain, You are granting permission to have such Content shared with such third party application(s). You also acknowledge and understand that an Entity may restrict or terminate Your access to Content associated with the email address that includes their domain. Please remember that You can associate more than one email address with Your UpWave’s Account, so You may want to consider associating personal Content with a personal email address.

Your Use of Third Party Applications

If You elect to utilize any third party application in connection with Your use of the Service, by doing so You are consenting to Your Content being shared with such third party application. To understand how such third party application provider utilizes Your Content and other information, You should review their privacy policy.

API Terms

Customers may access their “UpWave” Account data via an API (Application Program Interface). Any use of the API, including use of the API through a third-party product that accesses UpWave, is bound by the terms of this agreement plus the following specific terms:

You expressly understand and agree that UpWave shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if UpWave has been advised of the possibility of such damages), resulting from Your use of the API or third-party products that access data via the API.

Abuse or excessively frequent requests to UpWave via the API may result in the temporary or permanent suspension of Your Account's access to the API. UpWave, in its sole discretion, will determine abuse or excessive usage of the API. UpWave will make a reasonable attempt via email to warn the Account owner prior to suspension.

UpWave reserves the right at any time to modify or discontinue, temporarily or permanently, Your access to the API (or any part thereof) with or without notice.

Acceptable Use of the Service

All users of the UpWave Service are expected to comply with this Acceptable Use Policy. Failure to do so may result in suspension or termination of Your Account. If You have agreed to UpWave’s Terms of Service or Subscriber Agreement on behalf of Your organization, then this Acceptable Use Policy will apply to all users of the Service under Your Account (the “End Users”).

No Misuse of the Service. You agree not to misuse the Service. For example, You may not:

Content Standards

You may not post any Content on the Service that:

Limitation of liability

If You experience defect or delay with “UpWave”, any claims due to such defect or delay shall be put forward within 60 days. In no event will UpWave or its affiliates, suppliers or resellers be liable for any special, incidental, indirect, exemplary or consequential damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of business information, or any other pecuniary loss or damage) arising out of the use of or inability to use the service, or the provision of or failure to provide technical or other support service, whether arising in tort (including negligence) contract or any other legal theory, even if UpWave, its affiliates, suppliers or resellers have been advised of the possibility of such damages. In any case, UpWave's, its affiliates', suppliers' and resellers' maximum cumulative liability and Your exclusive remedy for any claims arising out of or related to this agreement will be limited to the amount actually paid by You for the Service (if any) in the previous twelve (12) months.

Indemnity

You agree to indemnify, defend and hold harmless UpWave, its affiliates, officers, directors, employees, consultants, agents, suppliers and resellers from any and all third party claims, liability, damages and/or costs (including, but not limited to, attorney’s fees as and when incurred) arising from Your use of the service, Your use of Your Account, Your violation of these terms of service or the infringement or violation by You or any other user of Your Account, or user leaving information at Your projects, of any intellectual property relating to the service (including without limitation Your user content) or other right of any person or entity.

No agency

No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship between You and UpWave is intended or created by these terms of service.

Modifications to the Service

UpWave reserves the right at any time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) without any personal notice. UpWave shall not be liable to You or to any third party for any modification, suspension or discontinuance of the Service.

Delivery

UpWave’s services are delivered by accessing www.upwave.io and logging in or by using UpWave’s apps or downloads.

Copyright and Content Ownership

UpWave claims no intellectual property rights to the Content You provide on the Service. Content, profile(s) and other material(s) uploaded will be Your proprietary right. However, by setting content areas to be shared publicly, You agree to allow others to view and share Your content, profile(s) and uploaded material(s).

The look and feel of the Service is Copyright © 2015 to UpWave AS. All rights reserved. You may not duplicate, copy, or reuse any portion of the HTML/CSS or visual design elements without express written permission from UpWave.

This agreement provides a right to use the service only and not a transfer og assignment of any intellectual property rights, rights to licence or sublicense or any other rights to UpWave intellectual property rights that what is required for the use of the service by the user.

UpWave does not take any responsibility for defending the user of any claims from any third party on the basis that the service or the use of the service infringes upon any intellectual property rights of any third party.

General Conditions

Your use of the Service is at Your sole risk. The service is provided on an "as is" and "as available" basis.

Technical support is only provided to paying Account Holders and is only given by email.

You understand that UpWave uses third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the Service.

You must not modify, adapt or hack the Service or modify another website so as to falsely imply that it is associated with the Service, “UpWave”, or any other UpWave service.

You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service without the written permission by UpWave.

UpWave will remove Content and Accounts containing Content that we find, in our sole discretion, to be unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party's intellectual property right, data protection right or in any other way are in violation of these Terms of Use.

Verbal, physical, written or other abuse (including threats of abuse or retribution) of any UpWave user, employee, member, or officer will result in immediate termination of Your Account.

You understand that the technical processing and transmission of the Service, including Your Content, may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.

You must not upload, post, host, or transmit unsolicited email, SMSs, or "spam" messages. You must not transmit any worms or viruses or any code of a destructive nature.

UpWave does not warrant that (i) the Service will meet Your specific requirements or is suitable for any particular purpose, commercial or otherwise, (ii) the Service will be uninterrupted, timely, secure, or error-free, (iii) the results that may be obtained from the use of the Service will be accurate or reliable, (iv) the quality of any products, services, information, or other material purchased or obtained by You through the Service will meet Your expectations, or that (v) any errors in the Service will be corrected.

The Terms of Use constitutes the entire agreement between You and UpWave and govern Your use of the Service, superseding any prior agreements between You and UpWave (including, but not limited to, any prior versions of the Terms of Use).

Choice of law and forum

This Agreement shall be governed by and construed under the laws of Norway. Any dispute arising out of or relating to this Agreement which has not been settled amicably by the Parties will be exclusively resolved by Oslo District Court.

Definitions

The following terms in these Terms of Use shall have the following meaning:

UpWave AS (hereinafter "UpWave"): The company and owner of the services provided on the domain upwave.io.

“UpWave”: The web app produced by UpWave AS.

Account: Each user must have their own user account to use ”UpWave”

Display Name: The name the Account Holder creates which will be displayed to users You share information with (e.g., nickname)

User: Person, Organisation or Company using UpWave's services. Identified by an e-mail address

Content: All content published by UpWave or Users on the domain upwave.io

Content area: places where You and others You have given access to can post content, generate hyperlinks, upload files etc., i.e. projects and tasks.

For questions about these or any UpWave’s terms or policies, email us at legal@upwave.io.