Preamble

This is a contract between you and UpBup to use an interface you can access from any computer, tablet, or your smartphone (when supported) to apply for and complete the necessary forms for child care providers and other services.

Using UpBup, you can enter information one time about you, your child, and your family, including addresses, medical information, and persons authorized to pick up your child if you are late. In later versions of the software, we plan, but are not required, to add payment processes and payment information and possibly interfaces with social networks so you can share your experiences about the Providers with your virtual community.

When you continue to use UpBup, you can reuse the same information later to update forms, enter into new agreements, and complete applications with the same and other service providers. UpBup also allows you to update previously entered information. UpBup expects to continually refine and expand its ability to help you renew and sign up for other services you and your child will use, such as after-school programs, classes, and camps, without having to continuously reenter the same information.

In the rest of this contract (referred to as the “Contract”), UpBup’s services and any changes to those services are referred to as “Services.” Child care providers and other service providers to you and your family are referred to as “Providers,” and the information you provide and update or revise from time to time is referred to as “Content.”

If you agree to the terms in our Contract, you also agree to the terms in the separate Privacy Policy and to the changes that we may occasionally make to this Contract, the Privacy Policy, or the Services we offer. In exchange, we will provide you with an account through which we will provide you with the Services we offer.

Unilateral Adhesion Contract

Since we service many users, we must have a standard contract and cannot negotiate different terms with individual users. If we change the terms or the Services (which we will only do after giving you notice) and you do not agree to the new terms, you may terminate this Contract and stop using our Services.

Account Use Equals Contract Acceptance

By establishing and using an account, you warrant that you have the capacity to enter into and have accepted our Contract. Any time you use the Services, you acknowledge, accept, and agree to all provisions of this Contract and the Privacy Policy as they may be revised over time, including, without limitation, the use and treatment of your Content in accordance with the Privacy Policy.

Sharing Accounts

If you share your account information with anyone, that person may take control of your account and access your Content. We will not have any liability to you as a result. You agree to maintain the security of your password and identification and to reasonably restrict access to your phones and computers.

License Grant from UpBup

Your account includes a limited, personal, worldwide, royalty-free, non-assignable, and non-exclusive license to use our Services as long as you are not barred from receiving the Services under applicable laws, you do not close your account voluntarily, or we do not close your account. You do not obtain any other right or interest in UpBup or the Services.

Limited License to Your Content

You grant UpBup a limited license to your Content for the purpose of making your data accessible and usable on the Service. For example, copyright laws could prevent UpBup from processing, maintaining, storing, backing up, and distributing your Content to Providers unless you grant these rights.

You grant UpBup a license to display, perform, and distribute your Content to the Providers you indicate and to modify and make changes for technical purposes (e.g., ensuring Content is viewable on smartphones, computers, and other devices or to connect to networks, devices, services, or media) and reproduce such Content to enable UpBup to operate the Service.

You agree that UpBup, in its sole discretion, may decide not to accept, post, store, display, publish, or transmit your Content without liability to you. Please note that once Content has been transmitted to Providers, they may continue to have access to that Content (though not new Content) regardless of whether you continue to use their services.

Royalty-Free, Worldwide, and Irrevocable License

You agree that these rights and licenses to UpBup regarding your Content are royalty-free, worldwide, and irrevocable. Subject to the Privacy Policy, the license includes the right for UpBup to make your Content available to others and to transfer UpBup’s rights to others with whom it has contractual relationships.

UpBup may permit access to or disclose your Content to unrelated third parties if required by law. The Privacy Policy defines personally identifiable information (which is broad). We may not share personally identifiable information unless the receiving party has the same or more stringent restrictions on sharing (such as a child care center).

We may share information that does not personally identify individuals or that could not reasonably be used to do so. For example, we may share the number of families within a particular zip code who have more than one child in childcare. In some instances, we may obtain additional revenue by selling non-personally identifiable information from your Content to support our operations.

Content and Third-Party Services

If you use any third-party service or application integrated with UpBup, you agree that the rights and licenses granted to UpBup apply to your Content submitted through such services. If a third-party service accesses or extracts Content, you grant UpBup the right to enable such access and extraction.

PLEASE NOTE: THIS CONTRACT DOES NOT APPLY TO THE DATA COLLECTION PRACTICES OF ANY THIRD-PARTY APPS. BEFORE PURCHASING OR DOWNLOADING A THIRD-PARTY APP, YOU SHOULD REVIEW ITS TERMS, POLICIES, AND PRACTICES TO UNDERSTAND WHAT DATA IT MAY COLLECT AND HOW THAT DATA MAY BE USED.

Ownership of Content

You retain ownership of your Content. While the licenses granted to UpBup allow certain uses, you continue to own your Content.

Your Warranties Regarding Content

You represent and warrant that you have the legal rights and authority to submit your Content to UpBup, to grant the rights granted under this Contract, and to publish or distribute your Content through the Service.

You also represent that you are accessing this Content legally and not infringing any third-party rights.

You agree not to upload, post, or transmit:

• (a) inaccurate or harmful Content;

• (b) unauthorized disclosure of personal information;

• (c) Content that violates intellectual property or privacy rights; or

• (d) Content containing software viruses or malicious code.

UpBup may edit or remove Content that violates this Contract. UpBup may also edit Content in immaterial ways (such as reformatting) or delete Content that is incomplete, inaccurate, or obtained illegally.

Accuracy and Responsibility to Update

You agree to provide accurate, current, and complete Content and to promptly update or correct it as necessary.

Liability for Third Parties

UpBup does not assume responsibility or liability for the actions or omissions of third-party applications or Providers. You acknowledge that UpBup does not control the quality, timing, legality, appropriateness, or delivery of services offered by Providers.

We make no representations regarding the suitability, reliability, timeliness, or accuracy of Providers’ services and expressly disclaim liability arising from the provision or use of such services. We are not an agent or broker for Providers and have no control over their conduct or staff.

Payments and Refunds

When you make a reservation or enroll with a Provider through the Service, you agree to pay for that transaction. If your account is linked to a payment method, you authorize us to charge the full amount to your payment provider.

We reserve the right to correct errors even after requesting or receiving payment and to deposit or withdraw funds to rectify errors.

Each Provider’s policies govern cancellations, refunds, or credits. Providers may modify schedules or cancel services. Contact the Provider directly regarding these policies. Referral fees and credit card processing fees charged by UpBup are non-refundable.

UpBup may use third-party payment processors. While we use commercially reasonable efforts to protect personal and financial information, we disclaim liability arising from our use of third-party payment processors.

UpBup Warranty Disclaimer

Your use of the Services is at your sole risk. Services are provided “as is,” “as available,” and “with all faults.” UpBup disclaims all express or implied warranties, including merchantability, satisfactory quality, or fitness for a particular purpose.

We do not guarantee:

• (a) uninterrupted, timely, secure, or error-free Services;

• (b) accurate or reliable results; or

• (c) that purchased services will meet your expectations.

  
  

You assume all risk for damage to your computer system or loss of data resulting from use of the Services.

Indemnity

You agree to indemnify and hold UpBup and its affiliates, officers, directors, employees, agents, licensors, suppliers, and partners harmless from any claim, including reasonable attorneys’ fees, arising out of your Content, your use of Services, or your violation of this Contract or another’s rights.

Notices; Modification and Termination

UpBup may provide notice via your account interface or email. We reserve the right to modify, suspend, or terminate the Services or your access at any time, with or without notice. We may delete or restrict access to Content and related information. UpBup will not be liable for such actions.

UpBup may amend this Contract at any time.

Governing Law and Venue

This Contract is entered into in the Commonwealth of Massachusetts and governed by its internal laws. All disputes must be pursued individually (not as a class action).

Disputes shall be brought exclusively:

• (a) if brought by you, in state or federal courts located in or nearest to Boston, Massachusetts; or

• (b) if brought by UpBup, in those courts or in a jurisdiction where you reside or operate.

You consent to the jurisdiction of such courts and waive objections to venue.

Time Limit to File Claims

You must file any claim arising from the Services, Privacy Policy, or this Contract within six (6) months after the claim arises, or it will be permanently barred.

Construction of Terms

If any provision is found invalid or unenforceable, it will be modified to the minimum extent necessary to preserve its intent, and the remaining provisions will remain in effect.

Waivers and Entire Agreement

No waiver is effective unless in writing and signed by UpBup. Failure to enforce any term is not a continuing waiver.

This Contract constitutes the entire agreement between you and UpBup and supersedes prior agreements. Section titles are for convenience only and have no legal effect.

Contact

You may contact UpBup at:
service@upbup.com

Successors to UpBup

Use of the name UpBup includes its successors and assigns. If UpBup merges with or is acquired by another entity, this Contract may be transferred to that entity.