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    End User License Agreement

    End User License Agreement

    Uptime Industries END USER LICENSE AGREEMENT

    PLEASE REVIEW THIS END USER LICENSE AGREEMENT (“EULA”) CAREFULLY. THIS EULA IS A BINDING LEGAL AGREEMENT BETWEEN Uptime Industries INC. AND/OR ITS AFFILIATES (“UPTIME INDUSTRIES“) AND YOU AND, IF APPLICABLE, THE COMPANY OR OTHER LEGAL ENTITY YOU REPRESENT (COLLECTIVELY, “YOU“) REGARDING THE SOFTWARE THAT YOU ARE INSTALLING, DOWNLOADING, COPYING, ACCESSING OR USING (INCLUDING ANY FUTURE UPDATES, UPGRADES OR VERSIONS OF THE SOFTWARE) (COLLECTIVELY, THE “SOFTWARE“), AND ANY ASSOCIATED UPTIME INDUSTRIES SERVICES AND ACCOMPANYING DOCUMENTS, INFORMATION, MANUALS OR OTHER RELATED MATERIALS PROVIDED BY UPTIME INDUSTRIES AS PART OF, OR IN CONNECTION WITH THE SOFTWARE.

    THE SOFTWARE AND THE SERVICES ARE FOR INFORMATION PURPOSES ONLY AND ARE NOT INTENDED TO BE USED FOR ANY OTHER PURPOSE.  

    THE SOFTWARE, USER INFORMATION, USER INTERFACE, SUPPORT, COMMUNICATION AND AGREEMENT, ARE ONLY PROVIDED IN CERTAIN LANGUAGES. DO NOT USE THE COMPUTE BLADE OR OTHER UPTIME INDUSTRIES PRODUCTS UNLESS YOU CAN FLUENTLY READ AND UNDERSTAND ONE OF THE AVAILABLE LANGUAGES. FURTHER, DO NOT INSTALL, DOWNLOAD OR USE THIS SOFTWARE UNLESS YOU CAN FLUENTLY READ AND UNDERSTAND THIS AGREEMENT.

    TO ENSURE THAT YOU UNDERSTAND THE ABOVE TWO PARAGRAPHS, TRANSLATIONS OF THESE PARAGRAPHS ARE SET OUT AT THE END OF THIS DOCUMENT (UNDER THE HEADING ‘TRANSLATIONS’).

    EULA TERMS

    BY INSTALLING, DOWNLOADING, COPYING, ACCESSING OR USING THE SOFTWARE, OR OTHERWISE ACCEPTING THIS EULA, OR ‘CLICKING’ ACCEPT (IF APPLICABLE), YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND BY THE TERMS OF THIS EULA. IF YOU DO NOT UNDERSTAND OR AGREE, YOU MUST NOT INSTALL, DOWNLOAD, COPY, ACCESS OR USE THE SOFTWARE.

    1. LICENSE GRANT AND RESTRICTIONS.
      • 1.1 License Grant. Uptime Industries grants you a limited, personal, non-transferable, non-sub-licensable, and non-exclusive license to install and use a single copy of the Software for your information and non-commercial use as part of the product or hardware supplied by or on behalf of Uptime Industries in which the Software is contained or for which it is provided, together with any applicable Uptime Industries Services (the “License”).
      • 1.2 Restrictions Including User-Generated Content.
        • (a) With respect to the Software and Uptime Industries Services, you will not (and will not allow any third party to): (a) exceed the scope and purpose of the License grant above; (b) remove or alter any copyright notice or any other notices, (c) modify or create derivative works; (d) reverse engineer or attempt to discover any source code or underlying ideas or algorithms; (d) provide, lease, lend, sublicense, use for timesharing or otherwise use or allow the use of it for the benefit of any third party (including minors, if applicable) unless you take full responsibility for ensuring that its use by anyone else will comply with the terms of this EULA; or (e) use, or allow the use, transfer, transmission, export, or re-export of it or portion thereof in violation of any export control laws or regulations, or in violation of any laws or regulations.
        • (b) For the purposes of this EULA, “User Generated Content” means any text, feedback, ideas, suggestions, documents, proposals, photographs or other data and information you or anyone acting on your behalf submits to Uptime Industries including, without limitation, through online and mobile services made available by or on behalf of Uptime Industries from time to time including, but not limited to, certain websites, widgets, computer programs, platforms, and mobile applications (collectively, the “Uptime Industries Services”). You represent that your User Generated Content: (a) will not infringe any third party’s copyright, patent, trademark, trade secret or other proprietary rights, or rights of privacy; (b) will not violate any law, statute, ordinance or regulation; (c) will not be obscene or contain child pornography; and (d) will not be defamatory, unlawfully threatening or harassing, harmful to minors or others in any way, or otherwise offensive or inappropriate.
        • (c) You agree to indemnify, hold harmless and defend Uptime Industries and its licensors from and against any claims or suits, including attorneys’ fees and expenses, which arise or result from any breach of this EULA by you or by another who has access to or use of the Software, Uptime Industries Services or User Generated Content through you.
      • 1.3 License Grant – Personally Identifiable User Generated Data. For the purposes of this EULA, “Personally Identifiable User Generated Data” means User Generated Content that identifies you and is considered personal information in accordance with applicable privacy and data protection laws. For clarity, Personally Identifiable User Generated Data does not include de-identified and/or aggregated information. You own your Personally Identifiable User Generated Data; Uptime Industries can’t use it without your consent. You grant to Uptime Industries a revocable, non-exclusive, worldwide, royalty-free license, to reproduce, distribute, transmit, publicly perform, publicly display, digitally perform, modify, create derivative works of, and otherwise use Personally Identifiable User Generated Data in any manner and at any time only so far as required to deliver Software, Uptime Industries products and Uptime Industries Services. You waive any rights of publicity, moral or other similar such right with respect to Personally Identifiable User Generated Data while used in accordance with the preceding sentence.
      • 1.4 License Grant – Non-Personally Identifiable User Generated Data. For the purposes of this EULA, “Non-Personally Identifiable User Generated Data” means all User Generated Content except for Personally Identifiable User Generated Data. You grant to Uptime Industries a perpetual, irrevocable, non-exclusive, worldwide, royalty-free license, with the right to sublicense, to reproduce, distribute, transmit, publicly perform, publicly display, digitally perform, modify, create derivative works of, and otherwise use and commercially exploit Non-Personally Identifiable User Generated Data in any manner and at any time. You waive any rights of publicity, moral or other similar such right with respect to the Non-Personally Identifiable User Generated Data that might require your permission for Uptime Industries to use such Non-Personally Identifiable User Generated Data.
      • 1.5 Intellectual Property. The Software and Uptime Industries Services are protected by copyright laws, international copyright, patents, trademarks, trade secrets and other intellectual property rights. As between you and Uptime Industries, Uptime Industries retains all right, title, interest, ownership and intellectual property rights in and to the Software and Uptime Industries Services. The License confers no title or ownership in the Software or Uptime Industries Services and is not a sale of any rights in the Software or Uptime Industries Services. The License does not grant you any right to any enhancement or update to the Software and Uptime Industries Services. Uptime Industries reserves any and all rights not expressly granted to you. The Software and/or Uptime Industries Services may incorporate third party intellectual property or open source code.
      • 1.6 Permitted Age. You represent and warrant that: a) you are of legal age to form a binding contract with Uptime Industries, and b) are not barred from accessing the Software or Uptime Industries Services under the laws of the United States, Canada, or other applicable jurisdiction, including the country in which you reside or from where you download, install, copy, access or use the Software or Uptime Industries Services. By accepting this EULA you represent that you understand and agree to the foregoing.
      • 1.7 Uptime Industries Software and/or Other Services. If you wish to share the information generated through the Software and/or Uptime Industries Services with a third party, you may do so by providing your consent to such third party and/or Uptime Industries. You may take back or revoke your consent (unless Uptime Industries has already acted based on it) by submitting a revocation request in writing to Uptime Industries through info@uptime.industries, specifying that you revoke your consent to share information generated through the Software and/or Uptime Industries Services with the Professional. Your revocation will take effect, when Uptime Industries actually receives it. Uptime Industries cannot give it retroactive effect, so it will not affect any use or disclosure that occurred in Uptime Industries’s reliance on your consent prior to revocation.
    2. TERMINATION. This EULA is effective until terminated. You may terminate this EULA at any time by uninstalling the Software and destroying all copies of the Software in your possession or control and ceasing to use all associated Uptime Industries Services. Uptime Industries may terminate this EULA immediately upon notice to you for any or no reason. The EULA will terminate immediately without notice from Uptime Industries if you fail to comply with any provision of this EULA (including breach for nonpayment, if applicable). Upon termination of this EULA, you agree to immediately uninstall the Software and destroy all copies of the Software and cease using all associated Uptime Industries Services.
    3. LIMITED WARRANTIES BY Uptime Industries.
      • 3.1 Statutory Protections. THE APPLICABLE LAWS OF SOME COUNTRIES MAY NOT ALLOW THE EXCLUSION OF IMPLIED GUARANTEES, ASSURANCES, CONDITIONS, WARRANTIES AND REPRESENTATIONS AND/OR THE LIMITATION OR EXCLUSION OF LIABILITY EITHER IN CONTRACTS OR IF YOU ARE A CONSUMER, AND AS SUCH, SOME OR ALL OF THESE EXCLUSIONS MAY NOT APPLY TO YOU, IN WHICH CASE THIS AGREEMENT DOES NOT AFFECT YOUR STATUTORY RIGHTS.
      • 3.2 Limited Warranty. UPTIME INDUSTRIES DOES NOT WARRANT THAT THE SOFTWARE IS ERROR FREE. THE SOFTWARE AND UPTIME INDUSTRIES SERVICES ARE PROVIDED “AS IS” AND UPTIME INDUSTRIES DISCLAIMS ALL GUARANTEES, ASSURANCES, CONDITIONS, WARRANTIES AND REPRESENTATIONS, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SOFTWARE AND UPTIME INDUSTRIES SERVICES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS.
      • 3.3 Liability Limitation. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OTHER THAN LIABILITY FOR DEATH OR BODILY INJURY RESULTING FROM UPTIME INDUSTRIES’S GROSS NEGLIGENCE, UPTIME INDUSTRIES, ITS SERVICE PROVIDERS AND ITS LICENSORS SHALL NOT BE LIABLE UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY CLAIMS ARISING FROM OR RELATED TO: (a) THE INSTALLATION, DOWNLOAD, COPYING, ACCESS TO OR USE OF THE SOFTWARE OR THE ACCESS TO OR USE OF ANY UPTIME INDUSTRIES SERVICE(S); OR (b) THE INABILITY TO USE OR THE NON-PERFORMANCE OF THE SOFTWARE OR ANY UPTIME INDUSTRIES SERVICE(S), IN ALL CASES WHETHER OR NOT SUCH DAMAGES WERE FORESEEN OR UNFORESEEN, EVEN IF UPTIME INDUSTRIES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF UPTIME INDUSTRIES, ITS LICENSORS AND SERVICE PROVIDERS EXCEED THE AMOUNT PAID BY YOU FOR THE SOFTWARE, OR THE APPLICABLE UPTIME INDUSTRIES SERVICE, IN THE ONE (1) MONTH IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO YOUR CLAIM UNDER THIS EULA.
      • 3.4 Basis of the Bargain; Exclusions. The disclaimers of warranties and limitations of liability set forth above are fundamental elements of the basis of the agreement between you and Uptime Industries. You understand and agree that Uptime Industries would not be able to economically or reasonably provide the Software or the Uptime Industries Services to you without these limitations.
    4. GENERAL.
      • 4.1 Governing Law. Unless stated otherwise below, this EULA will be governed and construed in accordance with the laws of the United States and in the event of a dispute, you agree to submit to the exclusive jurisdiction of the courts of New York, United States.
        • (a) If you are domiciled in a country located in Europe, Middle-East or Africa, this EULA will be governed and construed in accordance with the laws of England and in the event of a dispute, you agree to submit to the exclusive jurisdiction of the courts of London, England.
        • (b) If you are domiciled in a country located in Asia-Pacific, this EULA will be governed and construed in accordance with the laws of Singapore and in the event of a dispute, you agree to submit to the exclusive jurisdiction of the courts of Singapore.
        • (c) If you are domiciled in the United States of America, this EULA will be governed and construed in accordance with the laws of New York, USA and in the event of a dispute, you agree to submit to the exclusive jurisdiction of the courts of New York city, New York, USA.
        • The United Nations Convention on Contracts of the International Sale of Goods is expressly excluded.
      • 4.2 Privacy Policy. You acknowledge and agree that you have read the Uptime Industries Privacy Policy located at https://uptime.industries/legal (or otherwise made available to you through Uptime Industries Services) and consent to the handling and processing of your data as described in the Uptime Industries Privacy Policy.
      • 4.3 Language. If this EULA is translated in a language other than English, to the extent of any conflict between the English version and the translated version, the English version will prevail (https://uptime.industries/legal/eula).
      • 4.4 Changes to EULA. Uptime Industries may change the terms and conditions of this EULA at any time and recommends that you review them on a regular basis. You can review the most current version of this EULA at: https://uptime.industries/legal or through the Uptime Industries Services. If Uptime Industries makes a change to the terms, it will post the revised version at the link above. You agree that your continued use of the Software after this EULA has been changed means that you have agreed to the changed terms.
      • 4.5 Accounts and User Conduct. If Uptime Industries determines that any user is not using the Software or Uptime Industries Services responsibly, Uptime Industries has the right (but not the obligation) to remove, edit block or delete such user’s transmissions, User Generated Content, or use of the Software and/or Uptime Industries Services. If Uptime Industries, in its sole discretion, believes that the user has engaged in or facilitated practices that: (i) are in breach of this EULA, (ii) are offensive, illegal or violate the rights of others or Uptime Industries, (iii) violate any terms of use or guidelines established by Uptime Industries, or (iv) could result in liability for Uptime Industries, then Uptime Industries has the right (but not the obligation), without notice, to terminate the user’s access to and/or use of all or a portion of the Software and/or Uptime Industries Services, or delete information posted or stored to the Software and/or Uptime Industries Services. In addition, Uptime Industries reserves the right to limit the number of Uptime accounts and the number of devices associated with an account. If Uptime Industries suspects that any registration data provided is inaccurate or incomplete, Uptime Industries may suspend or terminate the account without notice.
      • 4.6 Entire Agreement; Amendment. This EULA is the entire agreement with respect to the Software and Uptime Industries Services and supersedes any other agreements or discussions, oral or written.
      • 4.7 Interpretation. If any provision, clause or term of this EULA is determined by a court of competent jurisdiction to be invalid or unenforceable, the invalidity or unenforceability of that provision, clause or term will not affect the validity or enforceability of the remaining provisions, clauses and terms or the validity or enforceability of that provision, clause or term in any other jurisdiction. If any provision of this EULA is declared by a court of competent jurisdiction to be invalid, illegal or unenforceable, such provisions shall be severed from the EULA for the purposes of that jurisdiction and the other provisions shall remain in full force and effect. No waiver by either party of a breach or omission by the other party to this EULA will be binding on the waiving party unless it is expressly made in writing by the waiving party.
      • 4.8 Survival. The provisions of this EULA that under a commercially reasonable interpretation reveal that the parties would have such provisions survive the termination of this EULA, including without limitation, Sections 1.2, 1.3, 1.4, 1.5, 1.7, 1.8, 1.9, 2, 3, and 4 will survive the termination of this EULA.
      • 4.9 Other Terms. Notwithstanding anything to the contrary contained herein or any products or services from Uptime Industries, Uptime Industries and you acknowledge and agree to the following terms for the benefit of Apple Inc. and its subsidiaries and affiliates (collectively, “Apple”): (a) “Made for iPod,” “Made for iPhone,” and “Made for iPad” mean that an electronic accessory has been designed to connect specifically to iPod, iPhone, or iPad, respectively, and has been certified by the developer to meet Apple performance standards. Apple is not responsible for the operation of this device or its compliance with safety and regulatory standards. Please note that the use of this accessory with iPod, iPhone, or iPad may affect wireless performance; (b) the following is applicable for end users in all jurisdictions except Japan: AirPlay, iPad, iPhone, iPod, iPod classic, iPod nano, iPod touch, and Retina are trademarks of Apple Inc., registered in the U.S. and other countries. iPad Air, iPad mini, and Lightning are trademarks of Apple Inc.; (c) the following is applicable for end users in Japan: AirPlay, iPad, iPhone, iPod, iPod classic, iPod nano, iPod touch, and Retina are trademarks of Apple Inc., registered in the U.S. and other countries. iPad Air, iPad mini, and Lightning are trademarks of Apple Inc. The trademark “iPhone” is used with a license from Aiphone K.K registered in the U.S. and other countries. iPad Air, iPad mini, and Lightning are trademarks of Apple Inc. All other trademarks and trade names are the property of their respective owners and other company and product names mentioned herein may be trademarks of their respective companies.
      • 4.10 If you any information about the Software or Uptime Industries Services, you may consult the user documentation that is provided with the Software or Uptime Industries Services. If you wish to request customer support from Uptime Industries for the Software or an Uptime Industries Service, or if you wish to provide Feedback about the Software or Uptime Industries Services to Uptime Industries, you may do so by contacting Uptime Industries at info@uptime.industries or at Uptime Industries Inc. 2114, 447 Broadway New York, 10013, The United States.
    THIS EULA WAS LAST UPDATED ON JANUARY 1, 2024

    Terms of Sale – Hardware

    TERMS OF SALE – GENERAL SALES AND PROFESSIONALS PROGRAM

    This is a legal agreement between you (meaning you as an individual if acting on your own behalf, or the company that you represent if you are acting on behalf of such company) and Uptime Industries Inc. and/or its affiliates (“Uptime Industries”). By placing an order or acquiring devices or other hardware (“Product“) from Uptime Industries’s websites, or as part of Uptime Industries’s Professionals Program (collectively and individually, the “Site“), you agree to these terms and conditions set out below, Uptime Industries’s Privacy Policy and any Site terms of use (collectively “Terms“). The Terms may be updated by Uptime Industries from time to time, and it is your responsibility to review the Terms each time you make a purchase from the Site.

    BY CLICKING ON THE BUTTON TO SUBMIT AN ORDER, OR BY OTHERWISE CONTINUING WITH A PURCHASE/LICENSE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND BY THE TERMS. IF YOU DO NOT UNDERSTAND OR AGREE WITH THE TERMS, YOU MUST NOT CLICK THE BUTTON TO SUBMIT AN ORDER OR OTHERWISE PROCEED WITH THE PURCHASE/LICENSE.

    1. UPTIME INDUSTRIES SOFTWARE IS FOR INFORMATION PURPOSES ONLY / LANGUAGE
      THE SOFTWARE AND SERVICES ARE FOR INFORMATION PURPOSES ONLY AND ARE NOT INTENDED TO BE USED FOR ANY OTHER PURPOSE, INCLUDING MEDICAL OR DIAGNOSTIC-RELATED PURPOSES.THE SOFTWARE, USER INFORMATION, USER INTERFACE, SUPPORT, COMMUNICATION AND AGREEMENT, ARE ONLY BE PROVIDED IN CERTAIN LANGUAGES. DO NOT USE THE UPTIME INDUSTRIES PRODUCTS, UNLESS YOU CAN FLUENTLY READ AND UNDERSTAND ONE OF THE AVAILABLE LANGUAGES. FURTHER, DO NOT INSTALL, DOWNLOAD OR USE THIS SOFTWARE UNLESS YOU CAN FLUENTLY READ AND UNDERSTAND THIS AGREEMENT.TO ENSURE THAT YOU UNDERSTAND THE ABOVE TWO PARAGRAPHS, TRANSLATIONS OF THESE PARAGRAPHS ARE SET OUT AT THE END OF THIS DOCUMENT (UNDER THE HEADING ‘TRANSLATIONS’).
      1. Application. These Terms will apply to all orders placed by you, or as otherwise referenced in a written agreement between you and Uptime Industries. You acknowledge that the information contained on the Site may contain technical inaccuracies or typographical errors. The Site, all content available on or through the Site, and all related communications are provided on an “AS IS” basis. Uptime Industries makes no representations or warranties as to the completeness, accuracy, adequacy or reliability of any information contained on or through the Site.
      2. Requirements. To place an order, you must:
        1. provide up-to-date, complete and accurate registration information as requested by Uptime Industries on the Site, which may include, without limitation, your first and last name, institution name, mailing address, phone number and email address;
        2. provide up-to-date, complete and accurate payment information (for example, credit card information for a credit card that is valid and legally registered to you);
        3. be at all times in compliance with these Terms and applicable law including, without limitation, the requirement to be of the age of majority in your jurisdiction; and
        4. in relation to purchases under Uptime Industries’s Professionals Program, (A) be a member of Uptime Industries’s Professionals Program at the time you place an order and thereafter for at least as long as you possess or control inventory of Products; and (B) comply at all times with the requirements of such program as they may be amended from time to time.
      3. Accuracy. You specifically agree that Uptime Industries may rely on the accuracy of the information you provide to Uptime Industries (including, without limitation, any information you have provided as part of your application for the Professional’s Program, if applicable), and that Uptime Industries will have no liability whatsoever, whether to you or to any third party, for any claims or damages resulting from inaccurate information provided to Uptime Industries.
      4. General Sales are End User Sales Only. All Products available through the Site for general sale are intended for end user customers only. You may not purchase Products for resale, and Uptime Industries reserves the right to refuse or cancel your order or to deny you any return rights, if we suspect you are not complying with these terms and conditions.
      5. Uptime Industries Professionals Program Sales. All Products purchased under Uptime Industries’s Professionals Program are intended only for your personal use or your direct sale to your end user customers as described in your application for the Professionals Program (“Authorized Purchaser”). You may not purchase Products for resale to anyone other than Authorized Purchasers. You may not sell any Products online or indirectly to anyone other than your Authorized Purchasers. All Product purchases are subject to Uptime Industries’s end user license agreement at https://uptime.industries/legal.
      6. We reserve the right to refuse or cancel your order, or to deny you any return rights, if we suspect you are not complying with these terms and conditions. You will ensure that you and any anyone representing you: (i) does not participate in any threatening, deceptive, tortious, offensive, misleading, obscene, illegal, or unethical practices that may be detrimental to Uptime Industries or to any Uptime Industries products and/or services; (ii) only make representations about Uptime Industries and Uptime Industries products and/or services that are fair and accurate; (iii) does not make any representations, warranties, or guarantees to end users concerning any Uptime Industries products and/or services without Uptime Industries’s prior express written authorization; (iv) comply at all times with all applicable federal, national, state, provincial and local laws and regulations including, without limitation, those relating to tax, foreign exchange, anti-corruption, transfer of money, marketing, consumer protection, data protection, anti-mafia, organized crime, anti-terrorism or maintenance of public order; (v) does not sell refurbished or used Uptime Industries products, or any parts or materials associated therewith, in whole or in part; (vi) does not engage in business practices, promotions or advertising which may be injurious to the reputation or business goodwill of Uptime Industries and/or its affiliates; (vii) upon receiving notice of removal of a product, forthwith stop marketing and distribution of Uptime Industries products specified in such notice; (viii) does not modify any Uptime Industries products or replace any software on any Uptime Industries product or modify any point of sale packaging; and (ix) does not use any Uptime Industries marks (including, without limitation, as part of any press releases, products, services, domain name, company name, marketing, and/or promotional materials) without Uptime Industries’s prior express written authorization and in compliance with the Uptime Industries Branding Guidelines (which you must obtain from Uptime Industries).ORDERING
    2. DELIVERY AND SHIPPING
      1. Acceptance Required. All orders are subject to acceptance by Uptime Industries, and any rejection of an order will be made in Uptime Industries’s sole discretion, regardless of whether the order was confirmed through the Site or otherwise. If you have been charged for an order that is subsequently rejected by Uptime Industries, Uptime Industries will refund the amount of that order.
      2. Delivery Requirements. Uptime Industries will make commercially reasonable efforts to accommodate your delivery requirements; however, delivery is subject to availability of resources at the time of order placement. Uptime Industries will therefore not be liable in any way for any delay or damage arising from Uptime Industries’s failure to meet your delivery requirements or any specified delivery dates.
      3. Shipping Terms. All shipments will be made FCA Uptime Industries’s facilities (Incoterms 2010). Risk of loss for Products will pass to you in accordance with the FCA (Incoterms 2010) shipping. You are responsible for insuring the shipment and for pursuing the carrier for any loss occurring in transit.
      4. Importer of Record. As you are the importer of record in the destination country, you are responsible for: (a) paying for all import fees such as import duties and customs taxes, and (b) ensuring that Products can be lawfully imported, and comply with all laws and regulations of the destination country. With respect to each item for which import fees have been calculated, you authorize Uptime Industries to designate a carrier (“Designated Carrier“) to act as your agent with the relevant customs and tax authorities in the destination country, to clear your merchandise, and, if applicable, process and remit your actual import fees for such item. Your order may include an estimate (“Import Fees Estimate“) of some or all of the import fees that will be levied on the items in your order for shipment. By placing your order, you agree to allow Uptime Industries to collect the Import Fees Estimate for the applicable items in your order. This amount will be used, on your behalf, to reimburse the Designated Carriers for the import fees that they have paid on your behalf to the appropriate authorities of the destination country. The Import Fees Estimate may or may not include customs duties. If they do not include customs duties, you will be responsible for making arrangements with the customs authorities for payment of duties. The Import Fees Estimate may be more or less than the final actual amount of import fees due and payable. Uptime Industries has no control over the import fees and cannot always predict with 100% accuracy what the final actual amounts may be. For greater certainty, you should contact your local customs office for further information on the import taxes and customs duties that may be applicable to your purchase. You agree and acknowledge that: (a) the actual import fees may be more or less than the Import Fees Estimate; and (b) you will NOT receive any refund in the case that the actual import fees differ from the Import Fees Estimate.
      5. Check Order. You are responsible for examining all shipments promptly upon receipt. If you discover any shortages or incorrect products in the shipment, you must notify Uptime Industries immediately. Please check the order carefully, as no claim for shortages or deficiencies will be accepted by Uptime Industries after five (5) days from delivery of the products.
    3. PRICING AND PAYMENT
      1. Currency. If the currency for your purchase is not expressly stated, then the prices are in US dollars.
      2. Prices. Uptime Industries reserves the right to change its standard prices without notice. Prices are exclusive of, and you will pay: (a) all applicable federal, state, provincial and local taxes (including all applicable sales, use, consumption, goods and service, value added, and withholding taxes), unless you have provided Uptime Industries with an appropriate tax exemption certificate or number, and (b) all fees and charges related to customs, duties and brokerage. Uptime Industries may charge sales tax for sales of Products through the Site. Any sales tax charged will be indicated during the checkout process.
      3. Rejected Payments. Where your payment is rejected for any reason, you will be responsible for any fees and charges associated with such rejection, as well as interest on the amount owing. Interest will be the lesser of 1.5% per month or the maximum rate permitted by law, commencing on the date that your payment was rejected. Uptime Industries may, in its sole discretion, delay shipment of, or cancel, your order where your payment is rejected.
    4. TITLE, INTELLECTUAL PROPERTY, USE RESTRICTIONS AND LICENSE GRANTS
      1. Title to Products. Title to any Products and any other products bought by you will pass to you upon your full payment for such Product in accordance with Section 4 (Pricing and Payment).
      2. Title to Software. Notwithstanding the foregoing, title to software will not pass to you, and you are hereby put on notice that your use of any Uptime Industries software supplied to you is governed by and subject to the EULA as provided to you with the software or otherwise located at https://uptime.industries/legal. The EULA may be included as a file with the software that you download for use with hardware acquired under this Agreement. Use of any third party software will be governed by and subject to your agreeing to the terms of all applicable third party agreements and licenses respecting such third party software.
      3. Intellectual Property Rights. You do not acquire any intellectual property or other proprietary rights under these Terms including, without limitation, any right, title or interest in and to patents, copyrights, trademarks, industrial designs, confidential information, or trade secrets, whether registered or unregistered, relating to any Uptime Industries products, software and/or services, or any part thereof. Your only rights in relation to Uptime Industries products, software and/or services, or any part thereof, will be those rights expressly licensed or granted to you under these Terms or in another separate written agreement between you and Uptime Industries. Any rights not expressly granted under these Terms are reserved.
      4. Restrictions/Representations. Except to the extent expressly agreed upon in writing by you and Uptime Industries, you will not (and will not allow any third party to): (a) use Product for any purpose other than as authorized under these Terms, or use any associated software for any purpose other than as authorized under the applicable end user license agreement for the particular software; (b) remove or alter any copyright notice or any other notices that appear on Product or the associated software, or modify or create derivative works thereof; (c) reverse engineer or attempt to discover any source code or underlying ideas or algorithms of Product or any associated software; (d) provide, lease, lend, sublicense, use for timesharing or otherwise use or allow the use of Product or the associated software for the benefit of any third party (other than Authorized Purchasers in relation to purchases/licenses under Uptime Industries’s Professionals Program only); or (e) use any Product or any associated software in violation of any laws or regulations, or use, transfer, transmission, export, or re-export of Product or any associated software or portion thereof in violation of any export control laws or regulations.
      5. User Generated Content. For the purposes of these Terms, “User Generated Content” means any text, feedback, ideas, suggestions, documents, proposals, photographs or other data and information you, Authorized Purchasers (in relation to purchases/licenses under Uptime Industries’s Professionals Program only), or anyone acting on your behalf submits through the online and mobile services made available by Uptime Industries from time-to-time including, but not limited to, certain websites including the any Site, widgets, computer programs and mobile applications hosted by or on behalf of Uptime Industries (collectively, the “Uptime Industries Services”). You represent that your User Generated Content will not: (a) infringe any third party’s copyright, patent, trademark, trade secret or other proprietary rights, or rights of privacy; (b) violate any law, statute, ordinance or regulation; (c) be obscene or contain child pornography; and (d) be defamatory, unlawfully threatening or harassing, harmful to minors or others in any way, or otherwise offensive or inappropriate. You agree to indemnify, hold harmless and defend Uptime Industries and Uptime Industries’s affiliates, service providers and licensors from and against any claims or suits including, without limitation, attorney fees and expenses, which arise or result from any breach of this Section by you or by another who has access to or use of Product, Uptime Industries Services, or User-Generated Content through you or products purchased through you.
      6. Third Party Equipment, Software and Services. You are responsible for the selection, implementation, and performance of any and all third party equipment, software and services used in connection with Products, and for compliance with any licenses, conditions, laws, rules and/or regulations respecting the use of Products and any equipment, services or software used in conjunction with Product.
      7. Compatibility. Before ordering Products, you should check https://docs.computeblade.com/ (or other Uptime Industries Services) to determine if the Product is designed to work with your smartphone or tablet or other third party equipment. Uptime Industries assumes no responsibility with regard to the performance or use of your smartphone/tablet/other third party equipment with the Products.
      8. Informational Purposes Only. Content generated or found through Uptime Industries Services or products is for informational purposes only and is not intended to replace the relationship between you and your physician or other health-care provider. Uptime Industries is not a licensed medical or health-care provider and has no expertise in diagnosing, examining, or treating medical conditions of any kind.
      9. Reseller of Third Party Products. If Uptime Industries is reselling any Third Party Products to you pursuant to these Terms, Uptime Industries will pass through to you any transferable warranties and indemnities provided to Uptime Industries by the provider of the Third Party Products including, without limitation, any warranties for the products and indemnities for intellectual property infringement. To the extent permitted by law, in connection with Third Party Products, notwithstanding anything to the contrary, Uptime Industries provides no indemnities and makes no other warranty, express or implied including, without limitation, warranty of merchantability, fitness for purpose or non-infringement. For the purposes of these Terms, “Third Party Product(s)” means any software, application, technology, standard or specification, product or service developed by or on behalf of a third party including, without limitation, the Compute Blade, Fan Unit and BladeRunner. For Compute Blade please refer to https://computeblade.com/ for warranty and support.
    5. CHANGES
      1. Design. Uptime Industries reserves the right to make changes in the design of Product and/or other Uptime Industries Services and/or any associated software without the obligation to make equivalent changes to products that have previously been supplied to you.
      2. Orders. Except as expressly set forth in these Terms, you will not be entitled to change or cancel any order that has previously been accepted by Uptime Industries without the prior written agreement of Uptime Industries. You shall not be entitled to any refund, except to the extent expressly stated in this Agreement.
    6. LIMITED WARRANTIES, EXCLUSIONS AND SUPPORT BY UPTIME INDUSTRIES
      1. Statutory Protections. THE APPLICABLE LAWS OF SOME COUNTRIES MAY NOT ALLOW THE EXCLUSION OF IMPLIED GUARANTEES, ASSURANCES, CONDITIONS, WARRANTIES AND REPRESENTATIONS AND/OR THE LIMITATION OR EXCLUSION OF LIABILITY EITHER IN CONTRACTS OR IF YOU ARE A CONSUMER, AND AS SUCH, SOME OR ALL OF THESE EXCLUSIONS MAY NOT APPLY TO YOU, IN WHICH CASE THESE TERMS DO NOT AFFECT YOUR STATUTORY RIGHTS.
      2. Limited Warranty. Uptime Industries and/or its affiliates have provided you with a limited warranty (which can be found at https://uptime.industries/legal) relating to defects in materials or workmanship for the Compute Blade, Fan Unit and BladeRunner. This limited warranty sets out certain situations when Uptime Industries and/or its affiliates will, or will not, provide a remedy for the Compute Blade, Fan Unit and BladeRunner. You may have legal (statutory) rights that are in addition to those set out in the limited warranty (such as consumer laws in the country in which you live) (“Consumer Rights”). None of your Consumer Rights are limited or excluded. You must follow Uptime Industries’s return process described in the limited warranty in order to make a claim under the limited warranty.
        EXCEPT TO THE EXTENT EXPRESSLY SET OUT IN THE LIMITED WARRANTY, COMPUTE BLADEs AND ANY OTHER PRODUCTS/SERVICES SOLD/LICENSED PURSUANT TO THESE TERMS ARE PROVIDED “AS IS AND WITH ALL FAULTS” AND UPTIME INDUSTRIES DISCLAIMS ALL GUARANTEES, ASSURANCES, CONDITIONS, WARRANTIES AND REPRESENTATIONS, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO COMPUTE BLADE AND ANY OTHER PRODUCTS AND/OR SERVICES SOLD/LICENSED PURSUANT TO THESE TERMS INCLUDING, BUT NOT LIMITED TO: (A) THE WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND NON INFRINGEMENT OF THIRD PARTY RIGHTS; (B) PROVISION, DELAY OF OR FAILURE TO PROVIDE SUPPORT OR SERVICES, INFORMATION, SOFTWARE AND RELATED CONTENT THROUGH THE COMPUTE BLADE AND/OR ANY OTHER PRODUCTS AND/OR SERVICES SOLD/LICENSED PURSUANT TO THESE TERMS OR OTHERWISE ARISING OUT OF THE USE OF THE COMPUTE BLADE AND/OR ANY OTHER PRODUCTS OR SERVICES SOLD/LICENSED PURSUANT TO THESE TERMS; (C) THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; AND/OR (D) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES.
      3. Liability Limitation. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OTHER THAN LIABILITY FOR DEATH OR BODILY INJURY RESULTING FROM UPTIME INDUSTRIES’S GROSS NEGLIGENCE, UPTIME INDUSTRIES AND UPTIME INDUSTRIES’S AFFILIATES, SERVICE PROVIDERS AND LICENSORS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL LOSS OR DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF USE OF PRODUCTS OR SERVICES OR FUNCTIONALITY, BUSINESS INTERRUPTION, LOSS, INACCURACY, INTERRUPTION OR CORRUPTION OF INFORMATION (INCLUDING DATA OR OTHER PECUNIARY LOSS)) UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY CLAIMS INCLUDING, WITHOUT LIMITATION, ARISING FROM OR RELATED TO: (a) USE OF COMPUTE BLADE AND/OR ANY OTHER PRODUCT AND/OR SERVICES SOLD/LICENSED PURSUANT TO THESE TERMS; OR (b) THE INABILITY TO USE OR THE NON-PERFORMANCE OF COMPUTE BLADE AND/OR ANY OTHER PRODUCTS AND/OR SERVICES SOLD/LICENSED PURSUANT TO THESE TERMS, IN ALL CASES WHETHER OR NOT SUCH DAMAGES WERE FORESEEN OR UNFORESEEN, EVEN IF UPTIME INDUSTRIES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF UPTIME INDUSTRIES AND UPTIME INDUSTRIES’S AFFILIATES, SERVICE PROVIDERS AND LICENSORS EXCEED THE NET PURCHASE PRICE PAID BY YOU TO UPTIME INDUSTRIES FOR AFFECTED PRODUCTS AND SERVICES ACQUIRED BY YOU UNDER THESE TERMS IN THE ONE (1) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
      4. Basis of the Bargain; Exclusions. The disclaimers of warranties and limitations of liability set forth above are fundamental elements of the basis of the agreement between you and Uptime Industries. You understand and agree that Uptime Industries would not be able to economically or reasonably provide the products and services to you without these limitations.
      5. Support. Uptime Industries will not be obligated to provide any support or maintenance services for Compute Blade and any other products and services unless otherwise expressly agreed upon in writing by you and Uptime Industries. However, this provision does not relieve Uptime Industries of its warranty obligations described in Section 7.b. (Limited Warranty).
    7. CANCELLATION AND TERMINATION
      1. Termination Rights. Uptime Industries may terminate these Terms upon notice to you, and may also stop any products in transit to you and suspend the delivery of products and/or services to you, without penalty, if you: (a) fail to make any payment due under these Terms; or (b) commit a breach of these Terms (other than payment) and fail to remedy such breach within thirty (30) days of receiving notice of such breach.
      2. Effect of Termination. Upon termination of these Terms for your breach: (a) all of Uptime Industries’s performance obligations hereunder will immediately cease, (b) your license to use any software provided to you hereunder will immediately cease, and you will either return all such software to Uptime Industries or confirm, upon request from Uptime Industries, that such software has been destroyed and (c) any payments then due to Uptime Industries become immediately payable in full.
    8. ACCOUNTS AND USER CONDUCT
      1. If Uptime Industries determines that any user is not using Uptime Industries Services responsibly, Uptime Industries has the right (but not the obligation) to remove, edit block or delete such user’s transmissions, User Generated Content, or use of the Uptime Industries Services. If Uptime Industries, in its sole discretion, believes that the user has engaged in or facilitated practices that: (i) are in breach of these Terms, (ii) are offensive, illegal or violate the rights of others or Uptime Industries, (iii) violate any terms of use or guidelines established by Uptime Industries, or (iv) could result in liability for Uptime Industries, then Uptime Industries has the right (but not the obligation), without notice, to terminate the user’s access to and/or use of all or a portion of the Uptime Industries Services, or delete information posted or stored to the Uptime Industries Services. In addition, Uptime Industries reserves the right to limit the number of accounts that may be created from Products and the number of Products associated with an account. If Uptime Industries suspects that any registration data provided is inaccurate or incomplete, Uptime Industries may suspend or terminate the account without notice.
    9. GENERAL
      1. Third-party Service Provider. In certain regions or for certain products, a third-party service provider may fulfill orders made on Uptime Industries’s online store. In such regions, the terms and conditions contained in these Terms will still apply.
      2. Product Information. Please refer to product safety and regulatory information and trademark attribution statements located at https://uptime.industries/legal.
      3. Privacy Policy. You acknowledge and agree that you have read Uptime Industries’s Privacy Policy located at https://uptime.industries/legal (or otherwise made available through Uptime Industries Services) and consent to the handling and processing of your data as described in the Uptime Industries Privacy Policy.
      4. Interpretation. If any provision, clause or term of these Terms is determined by a court of competent jurisdiction to be invalid or unenforceable, the invalidity or unenforceability of that provision, clause or term will not affect the validity or enforceability of the remaining provisions, clauses and terms or the validity or enforceability of that provision, clause or term in any other jurisdiction. If any provision of these Terms is declared by a court of competent jurisdiction to be invalid, illegal or unenforceable, such provisions shall be severed from the Terms for the purposes of that jurisdiction and the other provisions shall remain in full force and effect. No waiver by either party of a breach or omission by the other party under these Terms will be binding on the waiving party unless it is expressly made in writing and signed by the waiving party.
      5. Governing Law. Unless stated otherwise below, these Terms, and all Product requirements, will be governed by, and construed in accordance with, the laws of the United States and in the event of a dispute, you agree to submit to the exclusive jurisdiction of the courts of New York, United States.
        1. If you are domiciled in a country located in Europe, Middle-East or Africa, these Terms will be governed and construed in accordance with the laws of England and in the event of a dispute, you agree to submit to the exclusive jurisdiction of the courts of London, England.
        2. If you are domiciled in a country located in Asia-Pacific, these Terms will be governed and construed in accordance with the laws of Singapore and in the event of a dispute, you agree to submit to the exclusive jurisdiction of the courts of Singapore.
        3. If you are domiciled in the United States of America, these Terms will be governed and construed in accordance with the laws of New York, USA and in the event of a dispute, you agree to submit to the exclusive jurisdiction of the courts of New York city, New York, USA.The United Nations Convention on Contracts of the International Sale of Goods is expressly excluded.
      6. Survival. The provisions of these Terms that under a commercially reasonable interpretation reveal that the parties likely would have such provisions survive termination or expiration of these Terms including, without limitation, Sections 5, 6, 7, 8, 9 and 10 will survive the termination or expiration of this Terms.
      7. Contact. If you have any questions or inquiries regarding these Terms or any order or purchase, please contact Uptime Industries through info@uptime.industries or 2114, 447 Broadway New York, 10013, The United States. Please note that e-mail communications will not necessarily be secure, so please do not include credit card information or other sensitive or personal information in your e-mail correspondence with Uptime Industries.
      8. Language. If these terms are translated in a language other than English, to the extent of any conflict between the English version and the translated version, the English version will prevail.
      9. Electronic Communications. For contractual purposes, you consent to receive communications electronically from Uptime Industries and you agree that all agreements, notices, disclosures and other communications that Uptime Industries provides to you electronically satisfy any legal requirement that such communications be in writing. This condition does not affect your statutory rights related to electronic communications.

    Entire Agreement. These Terms constitute the entire agreement between the parties and supersedes all previous agreements relating to the subject matter hereof. These Terms may not be altered, amended, or modified except by a written instrument signed by the duly authorized representatives of both parties.

    Website Terms of Use

    These terms and conditions of use (“Terms of Use”) comprise a legal agreement between Uptime Industries Inc. (“Company”) and you, the person accessing and using this website (“you”).  These Terms of Use set forth the legally binding terms and conditions for the use of the Company’s website at www.uptime.industries, computeblade.com, docs.computeblade.com, uplab.pro (collectively and individually, “Website”) that is owned, operated and maintained, directly or indirectly, by Company, and all other sites owned and operated by Company that redirect to the Website, all subdomains provided through such other site or the Website, and all downloadable applications, features, functionality, content or information that is made available or provided on this Website.

    BY USING THE WEBSITE YOU ARE DEEMED TO HAVE READ AND ARE INDICATING YOUR ACCEPTANCE OF, AND YOU AGREE TO BE BOUND BY, THE TERMS AND CONDITIONS OF THESE TERMS OF USE WHICH SHALL GOVERN YOUR ACCESS AND USE OF THE WEBSITE.

    IF YOU DO NOT AGREE WITH ONE OR MORE OF THESE TERMS OF USE YOU MAY NOT ACCESS OR USE THE WEBSITE AND MUST EXIT THE WEBSITE. IF YOU DON’T WISH TO USE THE SITE AND WISH TO ACQUIRE SOMETHING THAT IS ONLY AVAILABLE THROUGH THE SITE, PLEASE CONTACT CUSTOMER CARE AT info@uptime.industries TO MAKE ALTERNATIVE ARRANGEMENTS.

    In consideration of the mutual promises and agreements contained in these Terms of Use and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), you and Company agree as follows:

    1. Purpose and Website Services
      The Website is made available to you for the purpose of providing you with information. From time to time, the Website may provide certain services, which may include, without limitation, the ability to acquire products (each a “Service”), which Services, and said acquired products, may be subject to the acceptance of the terms and conditions of use specific to that Service or product (“Service Terms”) and all other operating rules, policies, and procedures that may be published on the Website by Company from time to time and which will be made known to you prior to your use of any such Services. In the event of any inconsistency between these Terms of Use and any applicable Service Terms, these Terms of Use shall prevail, but only to the extent of such inconsistency. Company reserves the right to change the Website or change, eliminate or interrupt any of the Services.

       

    2. Acceptance and Modification of Terms
      The Website, Services and products acquired through the Website, are offered subject to acceptance of all of the terms and conditions contained in these Terms of Use. Company reserves the right to modify or replace the Terms of Use, including the sections 3 to 27, with or without notice to you, and recommends that you review the Terms of Use on a regular basis. You may access the current version of these Terms of Use at: https://uptime.industries/legal. If Company makes a change to the Terms of Use, it will post the revised version at the link above. If you use the Website after the coming into effect of any such modification or replacement, you are deemed to have read and are indicating your acceptance of, and you agree to be bound by, the modified or replaced terms of use, which modified or replaced terms of use shall be the Terms of Use.

       

    3. Void Where Prohibited
      The Company operates its main Website from New York, United States. Although the Website is accessible worldwide, not all features, products and services discussed, referenced, provided or offered through or on the Website are available to all persons in all geographic locations, or appropriate for use in all jurisdictions. Company reserves the right to limit in its sole discretion, the provision and quantity of any feature, product or service to any person or geographic area. Any offer for any feature, product or service made on this Website is void where prohibited by law. If you choose to access the Website from anywhere or any feature, product or service which is prohibited by law, you do so on your own initiative and you are solely responsible for complying with applicable laws.

       

    4. Accounts and Passwords
      To access and use certain features of the Website, you will need to create an account. As part of the process to create, register and maintain your account you must provide Company with certain current, complete, and accurate registration information, including your e-mail address and other data or information that has been requested by Company during the client account registration or renewal process (“Registration Data”). In these Terms of Use, “Personal Information” means any information about an identifiable individual, such as your name, e-mail address, mailing addresses, gender, date of birth, any data about you that you elect to provide electronically through the Website and any other information that identifies who you are. Registration Data and Personal Information will be used by Company solely in accordance with these Terms of Use and Company’s privacy policy (the “Company’s Privacy Policy”).

      You agree that you will: (a) maintain and update such Registration Data as necessary in order to keep such information current, complete, and accurate; (b) maintain the confidentiality of any passwords or other account identifiers which you choose or that are assigned to you as a result of any registration or account creation with the Website: and (c) be responsible for all activities that occur under such password or account. Further, you agree to immediately notify Company of any unauthorized use of your password or account in the event that the confidentiality of your password or your account is compromised. Failure to comply with this paragraph may result in immediate termination of your account. Company shall not be responsible or liable, directly or indirectly, in any way for any loss or damage of any kind incurred as a result of, or in connection with, your failure to comply with this section.

       

    5. License
      Company hereby grants you a limited, non-exclusive, personal, non-transferable, non-sub-licensable and revocable right and license to: (a) access the Website for the purpose of receiving the Services in accordance with these Terms of Use and (b) access, view and print any information and documentation (such as data sheets, knowledge base articles, and similar materials) purposely made available by Company for downloading from the Website, provided that you: (1) not remove any proprietary notice language in all copies of such documents; (2) use such information only for your personal, non-commercial informational purpose and do not copy or post such information on any networked computer or broadcast it in any media; and (3) make no modifications to any such information. Except for the limited licenses and rights expressly granted to you in the Terms of Use, these Terms of Use do not grant you any other right or license, whether express or implied, by estoppel, or otherwise in or under any patent, trademark, copyright, or other intellectual property or proprietary right of Company or any third party. Company may terminate this license at any time for any reason whatsoever.

       

    6. Suspension and Termination of Access
      Company may suspend or terminate your access to the Website immediately without prior notice and without further obligation or liability to you if, in Company’s sole discretion, it determines you have breached these Terms of Use. Company may also suspend your access to the Website or terminate these Terms of Use at any time without written notice to you for any reason whatsoever. If the Terms of Use are terminated for any reason, you are still bound by the Terms of Use as set out herein. Company has no liability of any kind or any nature whatsoever to you solely by reason of any change, modification, suspension or discontinuance of the Website or any or all of the Services in accordance with its terms. Except to the extent this limitation is prohibited by applicable law, you agree that you shall not make any claim against Company, including with respect to any lost revenue, profits or opportunities as a result of such change, modification, suspension or discontinuance or on account of any expenditures made or actions taken in reliance on the expected continuation of the Website, the Services or these Terms of Use.

       

    7. Content
      All text, data, content, audio files, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, music, artwork and computer code (collectively, “Content”), including but not limited to the design, layout, structure, selection, coordination, expression, “look and feel” and arrangement of such Content, contained on or available through the Website is owned, controlled or licensed by or to Company, and is protected by trade dress, copyright, patent and trademark laws, and various other intellectual property rights and unfair competition laws.

      Except as expressly provided herein, no part of the Website and no Content may be copied, reproduced, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted or distributed in any way (including “mirroring”) to any other computer, server, Web site or other medium for publication or distribution or for any commercial enterprise, without Company’s express prior written consent.

      The Website may include Content that is owned by third parties (“Third Party Content”). You agree that all of the terms and conditions of these Terms of Use relating to the Website apply to your access to and use of any Third Party Content and you further agree to comply with any terms and conditions that are specific to the Third Party Content, including the terms and conditions specified under these Terms of Use. Company is not responsible, and assumes no liability, for any Third Part Content.

      If you make any information, data or content available to Company on or through the Website, including by contacting us, or providing comments or ideas about the Services or the Website (“User Content”), you are deemed to grant Company a non-exclusive, transferable, sub-licensable, irrevocable, royalty-free, perpetual, worldwide license to store, use, copy, reproduce, modify, adapt, edit, translate, publish, perform and display any such User Content that you make available on, through, or in connection with the Website without any payment or restriction. You are solely responsible and liable for any User Content you make available on or through the Website or that is made available using your Website account. If you make User Content available, you represent that you have the right to do so.

       

    8. Use Restrictions
      You agree that when using the Website you will not: (a) post or transmit any files which contain viruses, worms, Trojan horses or other code that manifests contaminating or destructive properties; (b) post or transmit data or content which violates or infringes any third party rights, is false, misleading or inaccurate or is injurious to a third party or defames, libels or disparages any third party; (c) except as expressly permitted by these Terms of Use, provide, disclose, sublicense, distribute, transfer, assign or otherwise permit any third party to access, use, read or otherwise gain access to the Website; (d) use the Website to provide the benefit of the use of your account, if any, to or for any other person; (e) to the maximum extent permitted by applicable law, interfere with or circumvent any copyright or other technical protection mechanism or reverse engineer, decompile, disassemble, or otherwise in any manner deconstruct all or any part of the Website or any software or technology or content forming part thereof; (f) post or transmit data which constitutes unsolicited or unauthorized advertising or promotional material or any junk mail, spam, or chain letters; (g) post or transmit data or content which would be considered a criminal offence, give rise to civil liability, or would otherwise violate the law; (h) use the Website or Services to harvest addresses, send spam or otherwise breach these Terms of Use or the Privacy Policy; (i) use any spider, robot or other automated or electronic agent to monitor or copy web pages or any content from the Website or for any other purpose in connection with your access to and use of the Website; (j) take any action or use any program or device that may result in or is intended to interfere with the operation and functioning of the Website or to shut down, overload or overwhelm the Website; or (k) copy, republish or redistribute any part of the Website, including by caching, framing or similar means, without the prior written consent of Company.

       

    9. Personal Information
      You agree that your use of the Website and the Services is subject to the terms of our Privacy Policy, as set out from time to time at https://uptime.industries/legal which is hereby incorporated by reference into, and forms an integral part of, the Terms of Use. By agreeing to the Terms of Use or by using the Website, you expressly consent to the collection, storage, use and disclosure of your information, including your Personal Information, according to our Privacy Policy. You represent and warrant to Company that you are at least 16 years of age and that you have the full, unrestricted right and authority and have been fully authorized to provide to Company any and all Registration Data (including any Personal Information) for the purposes of these Terms of Use and that Company is authorized and permitted to use such data as and to the extent provided in these Terms of Use.

       

    10. Use of Cookies
      You agree that Company has the right to monitor and review your use of the Website and Services from time to time, and to use “cookies”, “log files” and your “browsing data” in accordance with our Privacy Policy.

       

    11. Support
      Company may in its discretion, without any obligation to do so and subject to the limitations of these Terms of Use (or as may be posted on the Website from time to time), provide you with troubleshooting support concerning your use of the Website and any Services.

      Website and Services Provided “AS IS”

      YOU UNDERSTAND AND AGREE THAT THE WEBSITE, THE SERVICES, ANY COMPANY CONTENT AND OTHER INFORMATION, DATA AND MATERIALS AVAILABLE ON THE WEBSITE OR PROVIDED AS PART OF THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND, EXCEPT TO THE EXTENT EXPRESSLY PROVIDED FOR HEREIN AND PERMITTED UNDER APPLICABLE LAW, COMPANY EXPRESSLY DISCLAIMS ALL REPRESENTATIONS OR WARRANTIES OR CONDITIONS OF ANY KIND OR NATURE WHATSOEVER, WHETHER EXPRESS OR IMPLIED, AND WHETHER ARISING BY STATUTE OR OTHERWISE IN LAW, FROM A COURSE OF DEALING OR USAGE OF TRADE, AND  INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OR CONDITIONS, ANY CONDITION OR WARRANTY OF MERCHANTABILITY, TITLE OR NON-INFRINGEMENT OF THIRD PARTIES RIGHTS AND ANY CONDITION OR WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE.

      COMPANY DOES NOT OFFER ADVICE OR RECOMMENDATIONS CONCERNING INFORMATION OR DATA CONTAINED IN ANY SERVICES OR COMPANY CONTENT AND ANY ACTIONS TAKEN, OR FAILURES TO ACT, IN RELIANCE ON ANY COMPANY CONTENT (OR OTHERWISE ON THE SERVICES) BY YOU OR ANY OTHER PERSON IS YOUR SOLE RESPONSIBILITY AND LIABILITY.  COMPANY SPECIFICALLY MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE WEBSITE OR ANY OF THE SERVICES  (INCLUDING THE PROVISION OF ANY COMPANY CONTENT) WILL BE ACCURATE, RELIABLE, COMPATIBLE WITH YOUR COMPUTER, OR COMPLETE OR WILL BE PROVIDED ON AN UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE BASIS OR THAT ANY ERRORS CAN OR WILL BE CORRECTED OR THAT ANY SERVICES, COMPANY CONTENT, DATA OR THE RESULTS DERIVED THEREFROM WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS OR THAT THE WEBSITE AND ITS SERVER ARE FREE OF COMPUTER VIRUSES AND OTHER HARMFUL ELEMENTS.

      YOU ACKNOWLEDGE THAT COMPANY DOES NOT CONTROL IN ANY RESPECT ANY INFORMATION, PRODUCTS, OR SERVICES OFFERED BY THIRD PARTIES ON OR THROUGH THE WEBSITE. EXCEPT AS OTHERWISE AGREED IN WRITING, COMPANY AND ITS AFFILIATES ASSUME NO RESPONSIBILITY FOR AND MAKE NO WARRANTY OR REPRESENTATION AS TO THE ACCURACY, CURRENCY, COMPLETENESS, RELIABILITY OR USEFULNESS OF CONTENT OR PRODUCTS DISTRIBUTED OR MADE AVAILABLE BY THIRD PARTIES THROUGH THE WEBSITE.

      IF YOU ARE DISSATISFIED WITH THE WEBSITE, THE SERVICES OR WITH ANY OF THE TERMS, CONDITIONS, GUIDELINES, PRACTICES OR POLICIES OF COMPANY IN OPERATING THE WEBSITE AND IN PROVIDING THE SERVICES YOU AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY SHALL BE TO DISCONTINUE USING THE WEBSITE AND SERVICES.

       

    12. Limitation of Liability
      CONSUMER PROTECTION LAWS IN YOUR JURISDICTION (E.G. IN NEW YORK) MAY PROHIBIT ANY STIPULATION THAT WOULD RELIEVE A MERCHANT FROM THE CONSEQUENCES OF HIS OR HER OWN ACTION. IF YOU ARE A CONSUMER IN SUCH A JURISDICTION, THIS SECTION 14 DOES NOT APPLY TO THE EXTENT THAT IT WOULD RELIEVE THE COMPANY OR ITS REPRESENTATIVE(S) OF LIABILITY FOR ANY ACTION OF THE COMPANY.

      UNDER NO CIRCUMSTANCES SHALL COMPANY, BE LIABLE TO YOU, OR TO ANY OTHER PARTY, FOR ANY LOSSES, COSTS OR DAMAGES OF ANY KIND OR NATURE WHATSOEVER THAT ARE SUFFERED OR INCURRED IN ANY CONNECTION WITH THE USE OF (OR THE INABILITY TO USE) THE WEBSITE, SERVICES, OR ANY COMPANY CONTENT OR THIRD PARTY CONTENT (REGARDLESS OF THE FORM OF ACTION OR THEORY OF LIABILITY, INCLUDING FOR BREACH OF CONTRACT, TORT, NEGLIGENCE, EQUITY, STRICT LIABILITY, BY STATUTE OR OTHERWISE AND REGARDLESS OF THE OCCURRENCE OF A FUNDAMENTAL BREACH OR FAILURE OF ESSENTIAL PURPOSE) THAT EXCEEDS, IN THE AGGREGATE, ANY AMOUNTS THAT YOU HAVE PAID COMPANY IN RESPECT OF THE SERVICES IN THE THIRTY (30) DAY PERIOD THAT IMMEDIATELY PRECEEDED THE DATE OF YOUR CLAIM.

      IN NO EVENT WHATSOEVER SHALL ANY OF THE COMPANY, ITS DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, AFFILIATES, AGENTS AND THIRD-PARTY CONTRACTORS, SUPPLIERS AND LICENSORS (COLLECTIVELY THE “COMPANY PARTIES”) BE LIABLE FOR ANY SPECIAL, EXEMPLARY, PUNITIVE, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES OF ANY KIND OR NATURE WHATSOEVER THAT ARE SUFFERED OR INCURRED IN ANY CONNECTION WITH THE USE OF WEBSITE OR THE PROVISION OF THE SERVICES (INCLUDING IN ANY CONNECTION WITH THE TRANSMISSION OR DOWNLOADING OR STORAGE OF ANY DATA OR SUBMISSIONS TO OR FROM THE WEBSITE OR THE USE OF, OR RELIANCE ON, ANY COMPANY CONTENT OR OTHER INFORMATION OR DATA CONTAINED ON OR PROVIDED THROUGH THE WEBSITE OR SERVICES, OR LOSS OF OR DAMAGE TO FILES OR DATA OR ANY COSTS OF RECOVERING OR REPRODUCING ANY FILES OR DATA OR LOSS OF USE OR LACK OF AVAILABILITY OF SERVICES OR ANY DIRECT OR INDIRECT BUSINESS INTERRUPTION OR DIRECT OR INDIRECT LOSS OF REVENUE OR PROFIT OR ANY OTHER DIRECT OR INDIRECT ECONOMIC LOSS WHATSOEVER) HOWEVER CAUSED AND REGARDLESS OF THE FORM OR CAUSE OF ACTION AND WHETHER OR NOT FORESEEABLE, EVEN IF THE COMPANY PARTIES OR ANY OF THEM HAS BEEN INFORMED IN ADVANCE OR OUGHT REASONABLY TO HAVE KNOWN OF THE POTENTIAL FOR SUCH DAMAGES.

      THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE AND USE OF THE WEBSITE, SERVICES AND ANY PROVIDED SUPPORT IS ASSUMED BY YOU.

      Company shall not be liable for any failure to perform its obligations hereunder where the failure results from any cause beyond Company’s reasonable control, including, without limitation, mechanical, electronic, or communications failure or degradation.

      The terms and conditions of these Terms of Use that limit liability reflect an informed voluntary allocation of risk; such allocation represents a material part of these Terms of Use. You agree that the limitations of liabilities set out in these Terms of Use are fair and reasonable in the circumstances.

       

    13. Indemnity
      Except to the extent if you reside in a jurisdiction which prohibits such a provision (e.g. New York), you agree to defend, indemnify, and hold harmless the Company Parties from and against any claims, actions, demands, losses, liabilities, damages, costs and expenses suffered by such persons, including without limitation, reasonable legal and accounting fees, alleging or resulting, directly or indirectly, from your: (a) breach of these Terms of Use; (b) access to the Website or use of the Services; and (c) provision of User Content, Registration Data or other disclosure to Company of any other information or data and the use of same by Company or other Company Party as contemplated hereunder.

       

    14. Trade-marks
      All product, brand and company names, logos and registered or unregistered trade-marks, displayed on the Website or used in connection with the Services or products including, without limitation: “Uptime Industries”, “ComputeBlade”, “BladeRunner” and all related branding elements, are the trade-marks of Company (or its suppliers, partner businesses or third party licensors, as applicable). Any use of any of the marks appearing on the Website or in connection with the Services or Company products without the express written consent of Company or the owner of the mark, as appropriate, is strictly prohibited.     

      Company provides links on the Website to other websites or resources, including those operated by parties other than Company. These links are provided for your convenience and Company is not responsible for the availability of such websites or resources and does not endorse or accept responsibility for the content of such external websites or resources and has no responsibility for or control over the terms of use or privacy policy (if any) of the operators of the external websites or resources. Your access and viewing of any third party websites or resources is conducted at your own risk. You are strongly advised to check the terms of use and the privacy policies of these external websites or resources before making use of them.  You acknowledge that Company may remove any link to an external website or to resources at any time for any reason whatsoever.

       

    15. Jurisdiction
      The Website is administered by Company from a site that is located in New York, United States. You acknowledge and agree that your use of the Website and all of the communications, transmissions and transactions associated with the Website and the provision of the Services shall be deemed to have occurred in the New York, United States. You agree that these Terms of Use shall be exclusively governed by, construed and interpreted in accordance with the laws of the New York, United States and those federal laws of the United States applicable therein and that the law of the New York is the proper law. You irrevocably attorn to the exclusive jurisdiction of the Courts of the New York in respect of all matters and disputes arising hereunder. The United Nations Convention on Contracts of the International Sale of Goods is expressly excluded.

      You expressly agree that, in the event that there is a dispute under these Terms of Use and such dispute is to be resolved in a court of law, such dispute shall not be resolved by jury trial and you hereby waive any right to trial by jury.

       

    16. Waiver
      No delay or omission by Company to exercise any right or power it has under these Terms of Use or to object to the failure of any covenant of you to be performed in a timely and complete manner, shall impair any such right or power or be construed as a waiver of any succeeding breach or any other covenant. Any waivers by Company must be in writing and signed by an authorized representative of Company.

       

    17. Entire Agreement
      These Terms of Use, together with any applicable Service Terms, constitute the entire agreement between you and Company as it relates to the access to, and use of, the Website and Services and the subject matter of these Terms of Use and supersede all prior or contemporaneous agreements, negotiations, representations and proposals, written or oral between Company and you.

       

    18. Interpretation
      In these Terms of Use: (a) words denoting the singular include the plural and vice versa; (b) all usage of the word “including” means “including, without limitation,” throughout these Terms of Use; (c) all dollar amounts are expressed in Canadian currency unless expressly provided otherwise; (d) the division of these Terms of Use into separate sections, subsections and the insertion of headings is for convenience only and shall not affect the construction or interpretation of these Terms of Use; (e) words or abbreviations which have well-known or trade meanings are used herein in accordance with their recognized meanings; and (f) you and Company agree that these Terms of Use shall not be construed in favour of or against any party by reason of the extent to which any party or its professional advisors participated in the preparation of these Terms of Use.  If these terms are translated in a language other than English, to the extent of any conflict between the English version and the translated version, the English version will prevail.

       

    19. Severability
      If any provision of these Terms of Use is held by a court of competent jurisdiction to be invalid or unenforceable in any respect, then the remaining provisions of these Terms of Use, or the application of such provisions to persons or circumstances other than those as to which it is invalid or unenforceable shall not be affected thereby, and each such provision of these Terms of Use shall be valid and enforceable to the extent permitted by law.

       

    20. Electronic Communications
      For contractual purposes, you consent to receive communications electronically from us and you agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. This condition does not affect your statutory rights related to electronic communications.

       

    21. Conformance with Law
      In addition to complying with these Terms of Use, you agree to use the Website and Services for lawful purposes only and in a manner consistent with all applicable local, national or international laws and regulations, including all privacy and personal information laws. The Website and any Services shall not be used where, and to any extent, such use is prohibited by law. Your use of the Website from any location is subject to your compliance with all applicable laws and regulations that may be applicable to you. You agree, and confirm, that your use of the Website is in full compliance with the laws of the jurisdiction(s) to which you are subject, and that you are not prohibited from using the Website due to any restriction whatsoever and that you have obtained all necessary consents and approvals required or reasonably necessary.

       

    22. Termination
      Company may terminate these Terms of Use and your use and access of the Website and/or Services if you fail to comply with any provision of these Terms of Use. To the extent permitted by applicable law, the disclaimers, limitations on liability, termination, interpretative provisions, and your warranties and indemnities shall survive any termination of these Terms of Use. Company shall not be required to refund to you any amounts prepaid, if any, for use of the Website or any Services if Company has terminated your account or your use of, or access to, the Website and/or any of the Services for breach of these Terms of Use. Notwithstanding anything to the contrary, Company may also terminate your access to the Website without notice at any time for any reason whatsoever, and any fees or charges paid by you in advance, if any, shall be refunded on a pro rata basis.

       

    23. Contact / Notices
      If you have any questions about the Terms of Use please contact us through info@uptime.industries. If you need to provide any legal notice you should deliver the notice in person, by courier or by the mail, to Uptime Industries Inc., 2114, 447 Broadway New York, 10013, The United States. Company may provide notices or communications to you on the Website, with any products, or through the Services, and you agree that such notices shall constitute notice to you whether or not you actually access the notice.
    24. Assignment

    These Terms of Use are personal to you, and are not assignable, transferable, or sublicensable by you except with Company’s prior written consent. Company may assign, transfer, or delegate any of its rights and obligations hereunder without your consent.

    © 2024 Uptime Industries Inc. All rights reserved.

    Last updated:  January 1, 2024

    Limited Warranty For The Uptime Industries Products

    DEFINITIONS

    Capitalized terms used but not defined elsewhere in the Policy will have the following definitions:

    • Accessories ” means Uptime Industries products: Fan Unit, BladeRunner.

    Dead on Arrival Products.  If you are the original purchaser of a Compute Blade and Accessories from Uptime Industries or an authorised Uptime Industries retailer and the Compute Blade and Accessories are Dead on Arrival (namely, when you first attempted to use the product after opening the box, it demonstrated hardware failure, preventing even basic operability), the Compute Blade and Accessories may be returned by you to us within thirty (30) days of your original purchase. 

    If we verify that you were the original purchaser of the product and the product was Dead on Arrival, we will offer you the following options at our expense:

    • (a) ship you a replacement product; or
    • (b) service the product, in which case you will not have the right of replacement.

    To be eligible to return any Dead on Arrival product to us, you must follow the warranty claim process set out below.

    Manufacturer Defects. Your Compute Blade and Accessories is warranted by Uptime Industries Inc. and/or its affiliates (“Uptime Industries”) to be free of defects in materials or workmanship, under normal use, for a period of one (1) year from the date of your original purchase of the new Compute Blade except to the extent a longer period is required by applicable law (the “Warranty Period”). This limited warranty excludes damage resulting from: (i) improper care or handling (including, without limitation, user abuse or proximity to moisture or heat), (ii) accidents, (iii) modification, (iv) unauthorized repairs, (v) use of the Compute Blade and Accessories, products, services or software applications not expressly approved or provided by Uptime Industries, (vi) use of the Compute Blade and Accessories in a manner contrary to, or not in accordance with, the documentation, guidelines or instructions provided by Uptime Industries or (vi) other causes which are not defects in materials or workmanship of the Compute Blade.

    This warranty does not cover: (a) used or refurbished products; (b) products provided as a “sample”, “AS IS” or “complimentary”; (c) any third party products Uptime Industries sells; or (d) any accessories for the Compute Blade.

    The warranty only extends to new Compute Blade and Accessories purchased by you from Uptime Industries or an authorised Uptime Industries retailer.

    If there is a covered defect with the Compute Blade and Accessories, Uptime Industries will, at its discretion, repair (with new or refurbished parts) or replace (with new or refurbished product) your Compute Blade free of charge, or will issue you with a refund. The Warranty Period for the repaired or replaced Compute Blade and/or Accessories will expire upon the expiration of the original Warranty Period (except to the extent Uptime Industries is expressly required by law to provide you a longer Warranty Period for the repaired or replaced Compute Blade and/or Accessories).

    This warranty is a hardware only warranty that is limited to the Compute Blade and Accessories and does not cover any software made available, shipped, pre-loaded, or distributed by Uptime Industries or any third party, even if the software is packaged or sold with the product, or available for the product at a later time.  Software license agreements apply to your use of software associated with the Compute Blade and Accessories. The software license for Uptime Industries proprietary software to be used with the Compute Blade and Accessories is described in the applicable Uptime Industries end user license agreement.

    To be eligible to return any defective Compute Blade and Accessories to us, you must follow the warranty claim process set out below.

    Warranty Claim Process.  To be eligible to return any Compute Blade or Accessories to us, you must have a Dead on Arrival product or a Compute Blade or Accessories with a manufacturer’s defect and you must:

    • (1) prior to shipping the Compute Blade or Accessories to us, contact us through info@uptime.industries and obtain a Return Material Authorisation (RMA) number, shipping address and other instructions.    The RMA number must be included with your Compute Blade return
    • (2) provide us valid proof of your original purchase
    • (3) package the Compute Blade or Accessories in the original, unmarked packaging together with all accessories, manuals, and documentation (unless otherwise requested by Uptime Industries)
    • (4) include a description of the reason for the Compute Blade or Accessories return.

    If we determine that there was no valid reason for returning the Compute Blade to us (i.e. it was not Dead on Arrival or did not have a manufacturer’s defect), we may, at our discretion, refuse to accept the Compute Blade or return the Compute Blade to you and charge you a USD$200 handling fee.

    Limitation of Liability. The Compute Blade is provided “AS IS AND WITH ALL FAULTS”, and Uptime Industries hereby disclaims all other warranties, conditions and the provision of or failure to provide support or other services, information, software, and related content through the Compute Blade or otherwise arising out of the use of the Compute Blade . This limited warranty is in place of all other express and implied warranties, conditions, representations, or guarantees of any kind (including, without limitation, implied warranties of merchantability, satisfactory quality and/or fitness for a particular purpose) which are all hereby excluded and shall have no effect. In no event shall Uptime Industries or anyone acting on behalf of or with Uptime Industries (including, without limitation, in relation to the manufacture, supply, distribution, sale, repair or return of the product) be liable for any direct, indirect, incidental, special or consequential loss or damages whatsoever (including, without limitation, damages for loss of profits, loss of use of the products or functionality, business interruption, loss or corruption of information (including data), or other pecuniary loss) arising out of the use or inability to use the Compute Blade even if Uptime Industries or anyone acting on behalf of Uptime Industries has been advised of the possibility of such damages.  This limitation is intended to apply and does apply without regard to whether such damages are claimed, asserted or brought in an action or claim in tort, contract, on the warranty, or under any other legal theory. The liability of Uptime Industries (and any one acting on behalf of or with Uptime Industries) to you for loss or damage arising under this warranty shall not exceed in aggregate the net purchase price you paid for the product or the cost of replacing the Compute Blade , whichever is greater. The foregoing shall not in any way restrict any liability in relation to death or bodily injury or statutory liability for intentional and gross negligent acts or omissions.  No other person or company is authorized to change this warranty.

    Some states and countries do not allow limitation on how long an implied warranty lasts, or exclusion of all or certain types of damages, so the above limitations may not apply to you. This warranty gives you specific legal rights, and you may also have other additional statutory rights, which vary from state to state or within a particular country. The foregoing is without prejudice to other legal rights that may arise under applicable mandatory legislation. This warranty extends only to new Compute Blade purchased by you from Uptime Industries or an authorized Uptime Industries retailer.

    Your Rights Under Australian Consumer Laws.  If you are a consumer you may have statutory rights under the Australian Consumer Law that are in addition to those set out in this limited warranty (“Consumer Rights“). This limited warranty sets out certain situations when Uptime Industries will, or will not, provide a remedy for a Compute Blade. This limited warranty does not limit or exclude any of your Consumer Rights relating to the Compute Blade.

    Under your Consumer Rights, you are entitled to: (a) a replacement or refund for Compute Blade with a major failure, and compensation for any other reasonably foreseeable loss or damage; and (b) have the Compute Blade repaired or replaced if the Compute Blade fails to be of acceptable quality and the failure does not amount to a major failure; and (c) such remedies are in addition to your rights under this limited warranty.

    If you are a consumer under the Australian Consumer Law, you may return a defective Compute Blade to: (a) the authorized Uptime Industries retailer from whom you purchased the Compute Blade; or (b) Uptime Industries directly by contacting Uptime Industries pursuant to the warranty claims process set out above, or by phoning +1 315 784-7820.

    Governing Law. Unless stated otherwise below, this limited warranty will be governed by, and construed in accordance with, the laws of the United States and in the event of a dispute, you agree to submit to the exclusive jurisdiction of the courts of New York, United States

    • i. If you are domiciled in a country located in Europe, Middle-East or Africa, this limited warranty will be governed and construed in accordance with the laws of England and in the event of a dispute, you agree to submit to the exclusive jurisdiction of the courts of London, England.
    • ii. If you are domiciled in a country located in Asia-Pacific, this limited warranty will be governed and construed in accordance with the laws of Singapore and in the event of a dispute, you agree to submit to the exclusive jurisdiction of the courts of Singapore.
    • iii. If you are domiciled in the United States of America, this limited warranty will be governed and construed in accordance with the laws of New York, USA and in the event of a dispute, you agree to submit to the exclusive jurisdiction of the courts of New York city, New York, USA.

    The United Nations Convention on Contracts of the International Sale of Goods is expressly excluded.

    Privacy and Consent. Information received by Uptime Industries will be used, processed, transmitted, and disclosed in accordance with Uptime Industries Privacy Policy (available at https://uptime.industries/legal) in order to perform the warranty services described in this limited warranty.  This may include obtaining your information and the product from service providers, retailers, resellers and distributors involved in the chain of custody of the product upon which warranty services are performed, and transferring your information and the product to Uptime Industries service providers. You agree that Uptime Industries and its affiliates, agents and providers may collect and use information gathered in any manner as part of services related to the product.

    Language.  If this Warranty is translated in a language other than English, to the extent of any conflict between the English version and the translated version, the English version will prevail.

    Miscellaneous.  If there is any conflict between this limited warranty and any other warranty provided to you including, without limitation, in the packaging of the product, the provisions of this warranty shall be applied by Uptime Industries to the extent of such conflict.  If any term, provision or sub-section of this warranty is held to be void, illegal or unenforceable, the validity or enforceability of the remainder of such term, provision or subsection and this warranty will not be affected.

    Limited Warranty For Pre-Orders and Early-Access

    Effective Date: January 1, 2024

    1. Definitions

    Capitalized terms used but not defined elsewhere in this Limited Warranty will have the following definitions:

    • “Accessories” means Uptime Industries products: Fan Unit, BladeRunner.
    • “Pre-Order” refers to the advanced purchase of a Compute Blade and Accessories from Uptime Industries or an authorized Uptime Industries retailer before the product’s official release.
    • “Early-Access” refers to the purchase of a Compute Blade and Accessories from Uptime Industries or an authorized Uptime Industries retailer before the general availability of the product to the public.
    1. Pre-Orders and Early-Access Warranty

    If you have placed a Pre-Order or purchased an Early-Access Compute Blade and Accessories from Uptime Industries or an authorized Uptime Industries retailer, the following limited warranty terms apply:

    Dead on Arrival Products

    If your Pre-Ordered or Early-Access Compute Blade and Accessories are Dead on Arrival (namely, when you first attempted to use the product after opening the box, it demonstrated hardware failure, preventing even basic operability), you may return the Compute Blade and Accessories to us within thirty (30) days of your original Pre-Order or Early-Access purchase.

    If we verify that you were the original purchaser of the product and the product was Dead on Arrival, we will offer you the following options at our expense:

    (a) Ship you a replacement product; or (b) Service the product, in which case you will not have the right of replacement.

    To be eligible to return any Dead on Arrival product to us, you must follow the warranty claim process set out below.

    Manufacturer Defects

    Your Pre-Ordered or Early-Access Compute Blade and Accessories is warranted by Uptime Industries Inc. and/or its affiliates (“Uptime Industries”) to be free of defects in materials or workmanship, under normal use, for a period of one (1) year from the date of your original Pre-Order or Early-Access purchase of the new Compute Blade, except to the extent a longer period is required by applicable law (the “Warranty Period”).

    This limited warranty excludes damage resulting from: (i) improper care or handling (including, without limitation, user abuse or proximity to moisture or heat), (ii) accidents, (iii) modification, (iv) unauthorized repairs, (v) use of the Compute Blade and Accessories, products, services, or software applications not expressly approved or provided by Uptime Industries, (vi) use of the Compute Blade and Accessories in a manner contrary to, or not in accordance with, the documentation, guidelines, or instructions provided by Uptime Industries or (vii) other causes which are not defects in materials or workmanship of the Compute Blade.

    This warranty does not cover: (a) used or refurbished products; (b) products provided as a “sample,” “AS IS,” or “complimentary”; (c) any third-party products Uptime Industries sells; or (d) any accessories for the Compute Blade.

    The warranty only extends to Pre-Orders and Early-Access Compute Blade and Accessories purchased by you from Uptime Industries or an authorized Uptime Industries retailer.

    If there is a covered defect with the Pre-Ordered or Early-Access Compute Blade and Accessories, Uptime Industries will, at its discretion, repair (with new or refurbished parts) or replace (with a new or refurbished product) your Compute Blade free of charge, or will issue you with a refund. The Warranty Period for the repaired or replaced Compute Blade and/or Accessories will expire upon the expiration of the original Warranty Period (except to the extent Uptime Industries is expressly required by law to provide you a longer Warranty Period for the repaired or replaced Compute Blade and/or Accessories).

    This warranty is a hardware-only warranty that is limited to the Compute Blade and Accessories and does not cover any software made available, shipped, pre-loaded, or distributed by Uptime Industries or any third party, even if the software is packaged or sold with the product or available for the product at a later time. Software license agreements apply to your use of software associated with the Compute Blade and Accessories. The software license for Uptime Industries’ proprietary software to be used with the Compute Blade and Accessories is described in the applicable Uptime Industries end-user license agreement.

    1. Warranty Claim Process

    To be eligible to return any defective Pre-Ordered or Early-Access Compute Blade and Accessories to us, you must have a Dead on Arrival product or a Compute Blade and Accessories with a manufacturer’s defect, and you must:

    (1) Prior to shipping the Compute Blade and Accessories to us, contact us through info@uptime.industries and obtain a Return Material Authorization (RMA) number, shipping address, and other instructions. The RMA number must be included with your Compute Blade return. (2) Provide us valid proof of your original Pre-Order or Early-Access purchase. (3) Package the Compute Blade and Accessories in the original, unmarked packaging together with all accessories, manuals, and documentation (unless otherwise requested by Uptime Industries). (4) Include a description of the reason for the Compute Blade and Accessories return.

    If we determine that there was no valid reason for returning the Compute Blade to us (i.e. it was not Dead on Arrival or did not have a manufacturer’s defect), we may, at our discretion, refuse to accept the Compute Blade or return the Compute Blade to you and charge you a USD$200 handling fee.

    1. Limitation of Liability

    The Compute Blade is provided “AS IS AND WITH ALL FAULTS,” and Uptime Industries hereby disclaims all other warranties, conditions, and the provision of or failure to provide support or other services, information, software, and related content through the Compute Blade or otherwise arising out of the use of the Compute Blade. This limited warranty is in place of all other express and implied warranties, conditions, representations, or guarantees of any kind (including, without limitation, implied warranties of merchantability, satisfactory quality, and/or fitness for a particular purpose), which are all hereby excluded and shall have no effect. In no event shall Uptime Industries or anyone acting on behalf of or with Uptime Industries (including, without limitation, in relation to the manufacture, supply, distribution, sale, repair, or return of the product) be liable for any direct, indirect, incidental, special, or consequential loss or damages whatsoever (including, without limitation, damages for loss of profits, loss of use of the products or functionality, business interruption, loss, or corruption of information (including data), or other pecuniary loss) arising out of the use or inability to use the Compute Blade even if Uptime Industries or anyone acting on behalf of Uptime Industries has been advised of the possibility of such damages. This limitation is intended to apply and does apply without regard to whether such damages are claimed, asserted, or brought in an action or claim in tort, contract, on the warranty, or under any other legal theory. The liability of Uptime Industries (and anyone acting on behalf of or with Uptime Industries) to you for loss or damage arising under this warranty shall not exceed in aggregate the net purchase price you paid for the product or the cost of replacing the Compute Blade, whichever is greater. The foregoing shall not in any way restrict any liability in relation to death or bodily injury or statutory liability for intentional and gross negligent acts or omissions. No other person or company is authorized to change this warranty.

    Some states and countries do not allow limitation on how long an implied warranty lasts or exclusion of all or certain types of damages, so the above limitations may not apply to you. This warranty gives you specific legal rights, and you may also have other additional statutory rights, which vary from state to state or within a particular country. The foregoing is without prejudice to other legal rights that may arise under applicable mandatory legislation. This warranty extends only to Pre-Orders and Early-Access Compute Blade purchased by you from Uptime Industries or an authorized Uptime Industries retailer.

    1. Governing Law

    Unless stated otherwise below, this limited warranty will be governed by, and construed in accordance with, the laws of United States, and in the event of a dispute, you agree to submit to the exclusive jurisdiction of the courts of New York, United States.

    • i. If you are domiciled in a country located in Europe, Middle-East or Africa, this limited warranty will be governed and construed in accordance with the laws of England and in the event of a dispute, you agree to submit to the exclusive jurisdiction of the courts of London, England.
    • ii. If you are domiciled in a country located in Asia-Pacific, this limited warranty will be governed and construed in accordance with the laws of Singapore and in the event of a dispute, you agree to submit to the exclusive jurisdiction of the courts of Singapore.
    • iii. If you are domiciled in the United States of America, this limited warranty will be governed and construed in accordance with the laws of New York, USA and in the event of a dispute, you agree to submit to the exclusive jurisdiction of the courts of New York city, New York, USA.

     

    The United Nations Convention on Contracts of the International Sale of Goods is expressly excluded.

    1. Privacy and Consent

    Information received by Uptime Industries will be used, processed, transmitted, and disclosed in accordance with Uptime Industries Privacy Policy (available at https://uptime.industries/legal) in order to perform the warranty services described in this limited warranty. This may include obtaining your information and the product from service providers, retailers, resellers, and distributors involved in the chain of custody of the product upon which warranty services are performed, and transferring your information and the product to Uptime Industries service providers. You agree that Uptime Industries and its affiliates, agents, and providers may collect and use information gathered in any manner as part of services related to the product.

    1. Language

    If this Limited Warranty is translated into a language other than English, to the extent of any conflict between the English version and the translated version, the English version will prevail.

    1. Miscellaneous

    If there is any conflict between this limited warranty and any other warranty provided to you, including, without limitation, in the packaging of the product, the provisions of this warranty shall be applied to the extent of such conflict. If any term, provision, or sub-section of this warranty is held to be void, illegal, or unenforceable, the validity or enforceability of the remainder of such term, provision, or subsection and this warranty will not be affected.

    Privacy Policy

    UPTIME INDUSTRIES PRIVACY POLICY

    Effective Date of Privacy Policy: January 1, 2024

     

    At Uptime Industries, our vision is to empower personal transformation to improve lives and change the world. We value our customers and respect your privacy and personal information. Personal information is information about you, that may include your name, email or other addresses, phone numbers, or other data that could reasonably be linked back to you.

    Please read our Privacy Policy below to learn more about the decisions you can make about your personal information and how we collect, use and disclose information when you use our products, services and websites, including Compute Blade devices and associated accessories, the Fan Unit and BladeRunner, and our websites located at www.computeblade.com and www.uplab.pro (collectively, “Products”).

    If this policy changes in the future, we will post an updated version on our website at www.uptime.industries and/or www.computeblade.com, and/or in our web or mobile applications. You can tell if this policy has changed by checking the effective date that appears at the top of the policy. Depending on the circumstances, we may also notify you of an update via email or other contact information you have provided.

    If you have any questions or concerns, we can be reached by our contact information below.

     

     

    DEFINITIONS

    Capitalized terms used but not defined elsewhere in the Policy will have the following definitions:

    • Personal Device ” means computers, smartphones, connected TVs and other web-connected devices you use that integrate with our Products .
    • Purchase Information ” means your name, email address, shipping address, billing address, phone number, account information, other information you share during the purchasing process, details of the product or subscription purchased, the date and time, whether payment was made, method of payment, purchase history.
    • Transmission Data ” means your log data such as the date and time of syncing of your Personal Device with our servers, duration of the time spent using our applications on your Personal Device, and the Internet Protocol ( IP ) address of your Personal Device. 

      

    Websites

    We use www.uptime.industries, www.computeblade.com and www.uplab.pro to provide information and market and/or sell certain Products.

    • When using our Websites
      We collect information about how you use our websites, such as the types of content you view or engage with; the features you use; the actions you take; the people or accounts you interact with; and the time, frequency and duration of your activities. For example, we log when you’re using and have last used our website, and what posts, videos and other content you view on our websites.

      We collect information from and about the Personal Devices you use to access our websites, and we combine this information across your different Personal Devices. For example, we use the information collected about your use of our websites on one of your Personal Devices, such as your smartphone, to better personalize the content or features you see when you use our websites on another Personal Device, such as your laptop or tablet, or to measure whether you took an action in response to an advertisement we showed you on your smartphone on a different device. Our access to and use of information from Personal Devices and our use of cookies and tracking technologies is further described below under “COOKIES, TRACKING TECHNOLOGIES AND ADDITIONAL INFORMATION ABOUT OUR PRODUCTS”.

      We use technologies to deliver products and services, to make it easier for you to use our websites, enable you to move around the website and use their features, such as accessing secure areas, and store information so that we respond faster. We may use these technologies to collect information about how you use the website, for example which pages you visit most often and if you receive error messages from certain pages.

      We may use technologies to allow us to remember choices you make (such as your user name, language or the region you’re in) and tailor the website to provide enhanced features and content for you. We may use technologies to deliver advertising that is relevant to your interests. These technologies can remember that your Personal Device has visited a site or service, and may also be able to track your Personal Device’s browsing activity on other sites or services other thanwww.uptime.industries or www.computeblade.com.

      Information collected from Personal Devices may be shared with organizations outside of our company, such as advertisers and/or advertising platforms to deliver the advertising, and to help measure the effectiveness of an advertising campaign.

      We may also use information collected through these technologies to understand, improve, and research products and services.

    WHEN YOU MAKE PURCHASES FROM US

    While payments made through or for our Products are processed through a third-party payment processor, we collect and use information about the purchase or transaction. This includes payment information, such as your credit or debit card number and other card information; other account and authentication information; and billing, shipping and contact details. We use this information to the extent necessary to provide you with the Products you request in accordance with our terms, including to administer, manage, and fulfill the purchases or subscriptions you make and for inventory management and our other legitimate business interests.

    WHEN YOU CONTACT US

    When you contact us with a comment, question, or complaints via telephone call, email, or other means, we collect information like the identity of the caller or sender of email or other communication, the date and time of the call or message, and the subject and resolution of the issue. Your customer service telephone calls, emails, and other communications with us may be recorded, logged, and/or monitored for quality assurance, and/or product and service enhancement purposes such as to assist in addressing your inquiries, troubleshooting, training, and analytics to identify trends and make improvements to our products. We will do so to the extent necessary to respond to and communicate with you about your comment, question, or complaint and in improving our products and services.

    MARKETING AND OTHER COMMUNICATIONS

    We may offer you the ability to sign-up to receive promotional, educational and motivational communications, including news, product updates, in-app announcements, push notifications, motivational tips, event updates, and offers and communications from us. If you sign-up, we collect certain personal information (such as first and last name, mobile number, and email address) which we use to send you such communications.  

    MARKETING COMMUNICATION CONSENT  

    By providing your email address or mobile number you agree that you expressly consent to receive educational, and promotional communications from us or on behalf of the email address and/or mobile phone number provided. 

    Notifications may be sent out with your consent via SMS, in-app announcement, push notification, or email to encourage, motivate, teach, or otherwise engage you with our Products.

    EMAIL COMMUNICATION OPT-OUT

    You can unsubscribe from receiving promotional, educational and motivational emails or update your preferences of regarding the type of communication you no longer wish to receive from us at any time by simply clicking the appropriate “unsubscribe” link provided at the bottom of such emails or by contacting us via info@uptime.industries or the mailing address provided below. Opting-out of these emails will not end transmission of important service-related emails that are necessary to your account or transactions with us.

    TEXT/SMS MESSAGE COMMUNICATION OPT-OUT

    You can opt-out from further text promotional, educational and motivational texts/SMS communications by texting STOP to the SMS number used by us to contact you. Shortcode Usage in text messaging may include: message (msg), Per (/), Text (txt), Per Month (mo, ea. mo. or /mth), and Message and Data Rates May Apply (Msg&Data Rates May Apply).

    We may share your mobile phone number with service providers with whom we contract to assist us with the above activities, but we will not share your mobile phone number with third parties for their own marketing purposes without your consent. Text Messages/SMS are distributed via third party mobile network providers and, therefore, we cannot control certain factors relating to message delivery. Depending on your mobile carrier, it may not be possible to transmit the text message to you successfully; nor is content available on all carriers. We do not claim or guarantee availability or performance of this service, including liability for transmission delays or message failures. 

    REFERRAL

    The referral features on the Products may permit you to send an email to other individuals that might be interested in the Products. This feature requires you to submit your name and email address, as well as the name and email address of the recipient. We do not use the names or email addresses submitted in these circumstances for any other purpose without the consent of you or the email recipient to do so. Please ensure that you only submit email addresses of individuals with whom you have a personal or family relationship and who would want to receive the message. Our referral features may also allow you to post or share an update with your network through social media platforms.

    CONTESTS AND GIVEAWAYS

    Uptime Industries may offer you opportunities to participate in contests, giveaways, and other promotions. We may collect your name, address, email address, and other information that you provide to us. This information is used to the extent necessary to administer your participation in the contest, giveaway, or other promotion. Any personal information you submit in connection with these activities will be treated in accordance with this Privacy Policy and any additional terms set out in the rules for such offers.

    SURVEYS

    Uptime Industries may also ask you to participate in surveys that help us understand our customers and the use of our Products. The information obtained through our surveys is used to help us enhance our product and service offerings. Any personal information you submit in connection with these activities will be treated in accordance with this Privacy Policy and any additional terms associated with such surveys.

    SOCIAL TOOLS

    Within our applications, we may provide you with social tools that allow you to share personal information with others. For example on Facebook, Instagram, or Twitter. When you interact with others through these tools, you may be publicly displaying your personal information. Please ensure you take appropriate measures to protect your personal information.

    INFORMATION THAT WE SHARE

    We will not disclose, trade, rent, sell, or otherwise share personal information, without consent, except as otherwise set out herein, in any special consent you have provided, or as permitted or required by law.

    VOLUNTARY PRODUCT RESEARCH AND TESTING

    From time-to-time you may choose to participate in voluntary product research and testing and share with us certain personal information such as your name and email address. Unless you expressly agree to the contrary, we will not use your personally identifiable information shared in this context for any purpose other than to administer the research and/or study.

    AFFILIATES AND SERVICE PROVIDERS

    We will transfer (or otherwise make available) personal information to our affiliates for the above purposes and to third parties who provide services on our behalf. This includes service providers who: (a) store information on our behalf in the cloud; (b) host our websites; (c) operate certain of our Product features; (d) administer services such as order and payment processing, shipping, and customer service; (e) send emails or other communications; (f) manage and analyze data and/or our advertising effectiveness; and (g) provide us with financial, insurance, legal, accounting, or other professional services, as the case may be. Personal information may be maintained and processed by third party service providers in the US, Canada, or other jurisdictions. Our service providers are given the information they need to perform their designated functions and are not authorized to use or disclose personal information for their own marketing or other purposes. For a full list of our affiliates and service providers, go to this page: Affiliates .

    LEGAL AND OTHER REQUIREMENTS

    We and our US, or other service providers may provide personal information in response to a search warrant or other legally valid inquiry or order (which may include lawful access by Canadian, US, or other foreign governmental authorities, courts, or law enforcement agencies), or to other organizations in the case of investigating a breach of an agreement or contravention of law, or detecting, suppressing, or preventing fraud, or as otherwise required or permitted by applicable Canadian, US, or other law. We may also disclose personal information where necessary for the establishment, exercise, or defense of legal claims and to investigate or prevent an actual or suspected loss or harm to persons or property.

    BUSINESS TRANSACTIONS

    We may transfer personal information as an asset in connection with a proposed or completed merger or sale (including transfers made as part of insolvency or bankruptcy proceeding) involving all or part of our group of companies or as part of a corporate reorganization, financing, or other change in corporate control.

    COOKIES, TRACKING TECHNOLOGIES AND ADDITIONAL INFORMATION ABOUT OUR PRODUCTS

    When you use our Products, we collect certain information by automated means, such as through server log files, cookies (text files sent to and stored on your Personal Device when you access our websites), web beacons (also known as clear GIFs and pixel tags, which may be used to transmit information back to our Products), Personal Device ID (if you use one of our mobile applications) and embedded scripts (programming code that is designed to collect information about your interactions with the Products, such as the links or features you click on or select, and which is active only when you are using the Products) (collectively, the foregoing are referred to as “Tracking Technologies”).

    The information we collect in this manner may include details about the Personal Device used to access the Products (such as browser type, device type, operating system and version, and IP address), referring URLs and information on actions taken or interactions with our Products.

    We use the following Tracking Technologies in connection with the Products:

    • Necessary Tracking Technologies: These are Tracking Technologies that are required for the operation of our Products, to enhance your user experience when you use our Products, and to embed third-party features. They include, for example, Tracking Technologies that enable you to log into your account or access the features or web pages you select, remember your preferences (for example, your choice of language), pre-fill form fields you have previously completed, and integrate useful services provided by third party providers into our Products, such as social media features.
    • Analytics Tracking Technologies: We use third party web and mobile analytics services such as Google Analytics and Firebase Analytics, to help us analyze how visitors use the Products. We may permit these third parties to operate directly on or through our Products, using their own Tracking Technologies, and to collect information about you on our behalf. These Tracking Technologies allow us to measure and analyse behaviours and usage patterns of our customers, such as which pages or features are visited or used most often, for how long, and whether an error message is received by a customer. These analytics services may also provide us with other data they collect outside of our applications in an aggregated, de-identified form. We use this information to help us with Product performance monitoring and enhancement, and technical troubleshooting.
    • Interest-Based Advertising Tracking Technologies: When you visit our websites or apps, we may allow some third parties to (such as advertising networks and data analytics companies) collect information about your online activities over time and across different websites and apps (such as websites and apps you visit and response to ads) in order to measure the effectiveness of our marketing campaigns and to deliver ads that are more relevant to you, both on and off our websites. In some instances, we may also combine information we receive about you from third parties with information we collect through our websites. To opt-out of interest-based advertising, please see “Opting-out of Interest-Based Advertising” below.

    You may set your web browser or Personal Device settings to notify you when you receive a cookie or to not accept certain Tracking Technologies. In our apps, we provide the ability to opt-out of Tracking Technologies, typically found in the settings. However, if you decide not to accept Tracking Technologies in connection with our Products, you may not be able to take advantage of all the features of our Products.

    To find out more about cookies, including how to see what cookies have been set, and how to adjust your browser settings to block cookies, visit www.aboutcookies.org or www.allaboutcookies.org. Your browser settings may also allow you to automatically transmit a “Do Not Track” signal to websites and online services you visit. However, there is no consensus among industry participants as to what “Do Not Track” means in this context. Like many websites and online services, we currently do not alter our practices when we receive a “Do Not Track” signal from a visitor’s browser.

    You can obtain additional information on Google Analytics’ collection and processing of data, including how to opt out, by clicking on the links provided:

    OPTING-OUT OF INTEREST-BASED ADVERTISING

    We use the Google Tag Manager. The provider is Google Ireland Limited, Gordon House, Barrow Street, Dublin 4, Ireland

    The Google Tag Manager is a tool that allows us to integrate tracking or statistical tools and other technologies on our website. The Google Tag Manager itself does not create any user profiles, does not store cookies, and does not carry out any independent analyses. It only manages and runs the tools integrated via it. However, the Google Tag Manager does collect your IP address, which may also be transferred to Google’s parent company in the United States.

    The website operator has a legitimate interest in the quick and uncomplicated integration and administration of various tools on his website.

    The company is certified in accordance with the “EU-US Data Privacy Framework” (DPF). The DPF is an agreement between the European Union and the US, which is intended to ensure compliance with European data protection standards for data processing in the US. Every company certified under the DPF is obliged to comply with these data protection standards. For more information, please contact the provider under the following link: https://www.dataprivacyframework.gov/s/participant-search/participant-detail?contact=true&id=a2zt000000001L5AAI&status=Active 

    Please note that even if you opt-out of interest-based advertising by a third party, these tracking technologies may still collect data for other purposes including analytics and you will still see ads from us, but the ads will not be targeted based on behavioural information about you and may, therefore, be less relevant to you and your interests.

    To successfully opt-out, you must have cookies enabled in your web browser. Please see your browser’s instructions for information on cookies and how to enable them. Your opt-out only applies to the web browser you use so you must opt-out of each web browser on each device that you use. Once you opt-out, if you delete your browser’s saved cookies, you may need to opt-out again.

    USE OF DE-IDENTIFIED DATA

    Some of the information that you share with us or that we collect about you may not by itself identify you to us or be personally identifiable and therefore may not be considered personal information. We may also remove personal identifiers from your information to render such personal information non-identifiable. This includes Uptime Industries Data and in-app surveys. We maintain and use it as de-identified data, and may combine such de-identified data with other information to generate aggregated data. We use such de-identified and/or aggregated information to help us improve our product and service offerings, and may also provide de-identified and/or aggregated data to researchers in connection with research programs.

    THIRD-PARTY LINKS AND INTEGRATIONS

    We may provide links on our Products to third party websites, products or services we think you will enjoy or may be relevant to you, including social networking websites, plug-ins, and applications. Also, links to our Products may be featured on third-party websites or services on which we advertise. When you engage with our content on or through third-party social networking services, you may allow us to have access to certain information associated with your social media account (e.g., name, username, email address, profile picture, gender) to deliver the content or as part of the operation of the service. These websites and services operate independently of us and may have established their own privacy and security policies. We do not have control over such websites and services, and therefore we have no responsibility or liability for the manner in which the organizations that operate such linked websites or services may collect, use or disclose, secure, and otherwise treat personal information. We recommend that you review their privacy policy prior to sharing information with them.

    THIRD-PARTY LINKS AND INTEGRATIONS

    Google Fonts

    To ensure that fonts used on this website are uniform, this website uses so-called Google Fonts provided by Google. When you access a page on our website, your browser will load the required fonts into your browser cache to correctly display text and fonts.

    To do this, the browser you use will have to establish a connection with Google’s servers. As a result, Google will learn that your IP address was used to access this website.  The website operator has a legitimate interest in a uniform presentation of the font on the operator’s website.

    If your browser should not support Google Fonts, a standard font installed on your computer will be used.

    For more information on Google Fonts, please follow this link: https://developers.google.com/fonts/faq and consult Google’s Data Privacy Declaration under: https://policies.google.com/privacy?hl=en

    The company is certified in accordance with the “EU-US Data Privacy Framework” (DPF). The DPF is an agreement between the European Union and the US, which is intended to ensure compliance with European data protection standards for data processing in the US. Every company certified under the DPF is obliged to comply with these data protection standards. For more information, please contact the provider under the following link: https://www.dataprivacyframework.gov/s/participant-search/participant-detail?contact=true&id=a2zt000000001L5AAI&status=Active

    Real Cookie Banner

    Our website uses Real Cookie Banner’s consent technology to obtain your consent for the storage of certain cookies on your device or for the use of specific technologies and to document the former in a data protection compliant manner. The provider of this technology is devowl.io GmbH, Tannet 12, 94539 Grafling, Germany (hereinafter referred to as “Real Cookie Banner”).

     

    Real Cookie Banner is installed locally on our servers, which ensures that a connection with Real Cookie Banner provider’s servers is not established. Real Cookie Banner stores a cookie in your browser to be able to allocate the consent you have granted or revoked. The data recorded in this manner will be stored until you ask us to delete them, revoke your consent to the archiving of your data or until the purpose of archiving the data no longer exists (e.g., upon completion of the processing of your inquiry). This does not affect mandatory statutory provisions – in particular those governing retention periods.

    We use Real Cookie Banner to obtain the consent required by law for the use of cookies from site visitors.

    HOW DOES UPTIME INDUSTRIES KEEP YOUR INFORMATION SAFE?

    We take data privacy seriously and have implemented physical, technical, and administrative safeguards designed to appropriately protect the security and privacy of your personal information against loss, theft, and unauthorized access, copying, use, disclosure, or modification.

    We limit access to your personal information to employees and authorized service providers with a need to know to fulfill their designated functions.

    TRANSFER OF PERSONAL INFORMATION TO OTHER COUNTRIES

    Your personal information may be collected, used, processed, transferred, and retained by us, our affiliates and our service providers in multiple countries (including Canada, the United States, and the European Economic Area (“EEA”)) which may be outside the region in which you are situated and may have different privacy or data protection legislation, and may therefore be subject to the laws of these countries. If you are located in the EEA, Canada has been recognized by the European Commission as providing an adequate level of protection for the personal information transferred from the EEA to recipients subject to the Canadian Personal Information Protection and Electronic Documents Act (PIPEDA), such as Uptime Industries. In addition, we comply with applicable legal requirements providing adequate protection for the transfer of personal information to recipients in countries outside the EEA and Switzerland which have not been recognized by the European Commission as providing for such a level of protection. In all such cases, we will only transfer your personal information if we have put in place appropriate safeguards in respect of the transfer, including by selecting U.S. service providers that are certified to the EU-U.S. and/or Swiss-U.S. Privacy Shield frameworks or by executing data transfer agreements with our service providers based on the European Commission’s Standard Contractual Clauses in accordance with Articles 45 and 46 of the EU General Data Protection Regulation (GDPR) respectively. You may obtain a copy of the safeguards we use in respect of such transfers by contacting us by our contact information below.

    HOW LONG DOES UPTIME INDUSTRIES KEEP YOUR INFORMATION?

    We have information retention processes designed to retain your personal information only for so long as we consider necessary for the purposes set out above, and for other legitimate business purposes including considering criteria such as applicable legal requirements and statutes of limitations, the duration of your use of the Products, and the information needed to support your warranty and support requests. Typically, we will retain your Uptine Industries account personal information for as long as you have an account on one or more of our Products. We will delete your personal information from our Products if your account becomes inactive, i.e., there has been no user log-in to the account for a period set by us from time-to time (such period of non-activity will not exceed 10 years) or if you withdraw your consent to the processing of your personal information (e.g., if you delete your account). In such case, backup copies of your personal information will be removed from our cloud, however it may persist in our database for a short period (up to 30 days) due to technical reasons. Uptime Industries may continue to use de-identified data and aggregate information obtained in connection with your use of the Products. Notwithstanding the forgoing, we may retain your purchase information, warranty, and customer support information to the extent necessary for our legitimate business interests and in accordance with our obligations under applicable law in order to serve you better; to delete this type of personal information, please contact us by our contact information below.

    YOUR CHOICES AND PRIVACY RIGHTS

    You may have certain rights with respect to our processing of your personal information. Subject to applicable law, you may have the right to: (1) request access to the information we hold about you; (2) request that we update, correct, or amend your information; (3) request that we erase your information; or (4) request the restriction of our use of your personal information. In addition, and subject to applicable law, you may receive, in a structured, commonly used and machine-readable format, the personal information that you have provided to us about you with your consent or based on a contract with us. In appropriate circumstances, you have the right to have this information transmitted to another company, where it is technically feasible.

    You also may object at any time to the use of your personal information, on grounds relating to your particular situation, where we use that information based on our legitimate interests as described above. You also may withdraw any consent you previously provided to us, e.g., by deleting any user account you have in connection with our Products or by contacting us by our contact information below. If you do so, this will not affect the lawfulness of our use of your information based on your consent before its withdrawal. Please note that if you revoke your consent to use certain data, you may not be able to use our Products or certain features or functionality of our Products.

    If you contact us to do any of the things listed above, we may require you to provide sufficient personal information to allow us to identify you and provide you with the requested information. If you are located in the EEA, please put the “GDPR” in the subject line of your communication with us to help us direct your inquiry. We will respond to your request within a reasonable time and at minimal or no cost to you in accordance with applicable laws.

    If you are not satisfied by our response or if you consider that our processing of your personal information infringes applicable law, you may lodge a complaint with a competent supervisory or regulatory authority, which may be the authority in your jurisdiction of residence or work.

    CALIFORNIA RESIDENTS – YOUR CALIFORNIA PRIVACY RIGHTS

    California Civil Code Section § 1798.83 permits users who are California residents to request certain information, including the categories of personal information disclosed to third parties for their marketing purposes and the names and addresses of those third parties, regarding our disclosure of personal information to third parties for their direct marketing purposes, if any. If you are a California resident and you have questions about our practices with respect to sharing information with third parties and affiliates for their direct marketing purposes, please contact us by our contact information below. Please put the statement “Your California Privacy Rights” in your communication with us.

    LANGUAGE

    If this Privacy Policy is translated in a language other than English, to the extent of any conflict between the English version and the translated version, the English version will prevail (https://uptime.industries/legal https://uptime.industries/legal/privacy).

    CONTACTING US

    If you have any questions, comments, or concerns about this Privacy Policy or about how we or our service providers treat your personal information, or if you would like to exercise your choices and rights in relation to your personal information, please contact us using the following contact information:

    Uptime Industries Inc.(“Uptime Industries”)

    2114, 447 Broadway New York, 10013

    The United States

    Phone: +1 (315) 784-7820

    E-mail: info@uptime.industries

    Hardware Warnings

    • (a) Do not dispose of Compute Blade and/or Fan Unit into fire or hot oven, or mechanically crush or cut the Compute Blade and/or Fan Unit as this may result in an explosion.
    • (b) Do not expose the Compute Blade and/or Fan Unit to an extremely high temperature environment as this may result in an explosion or the leaking of flammable liquid or gas.
    • (c) Do not expose the Compute Blade and/or Fan Unit to extremely low air pressure as that may result in an explosion or the leakage of flammable liquid or gas.

    Thirty Day Return Policy

    • (a) Subject to you complying with Uptime Industries’s return procedures, if purchased directly from Uptime Industries, any new undamaged Compute Blade or Fan Unit device may be returned to Uptime Industries provided you have used it for no more than twenty (20) days from delivery and Uptime Industries receives it within thirty (30) days from delivery. To return the Compute Blade or Fan Unit device, you must contact Uptime Industries via info@uptime.industries to obtain a Return Material Authorization (RMA) number, shipping address, and instructions. You must: (i) ensure that the Compute Blade or Fan Unit device is not damaged, (ii) comply with the requirements of this Policy, (iii) provide proof of purchase, (iv) package the Compute Blade or Fan Unit in the original, unmarked packaging including, accessories, manuals, and documentation, (v) include the RMA number on and in the packaging, and (iv) prepay all shipping charges. Shipping fees, handling fees, and customs duties are at your expense and will not be refunded to you. Uptime Industries reserves the right to refuse or return Compute Blades and Accessories not sent in compliance with this Policy and charge you processing, shipping and handling charges.
    • (b) Except for the return rights set out set out in this Section a., all sales are final and you have no right to return products unless there is a defect in the Compute Blade or Fan Unit that is covered under Uptime Industries’s Limited Warranty and the Compute Blade or Fan Unit is returned to Uptime Industries in compliance with Uptime Industries RMA procedures.

    FCC Regulator Statements

    UNITED STATES: This device complies with Part 15 of the FCC Rules. Operation is subject to the following two conditions: (1) This device may not cause harmful interference, and (2) this device must accept any interference received, including interference that may cause undesired operation. NOTE: THE GRANTEE IS NOT RESPONSIBLE FOR ANY CHANGES OR MODIFICATIONS NOT EXPRESSLY APPROVED BY THE PARTY

    These limits are designed to provide reasonable protection against harmful interference in a residential installation. This equipment generates, uses and can radiate radio frequency energy and, if not installed and used in accordance with the instructions, may cause harmful interference to radio communications. However, there is no guarantee that interference will not occur in a particular installation. If this equipment does cause harmful interference to radio or television reception, which can be determined by turning the equipment off and on, the user is encouraged to try to correct the interference by one or more of the following measures:

    • – Reorient or relocate the receiving antenna.
    • – Increase the separation between the equipment and receiver.
    • – Connect the equipment into an outlet on a circuit different from that to which the receiver is connected.
    • – Consult the dealer or an experienced radio/ TV technician for help.

    Referral Program

    Uptime Industries Inc. (“Uptime Industries”) may engage in referral programs or discount offers in collaboration with our partners, distributors, or resellers. Please note that Uptime Industries is not responsible for the administration, operation, or any legal aspects of these referral programs or discounts.

    DISCLAIMER

    All referral programs, promotions, discounts, or related activities offered by our partners, distributors, or resellers are the sole responsibility of the respective partner involved. Uptime Industries acts solely as a facilitator and does not assume any legal responsibilities, obligations, or liabilities associated with these programs.

    CLAIMS AND INQUIRIES

    Any claims, inquiries, disputes, or legal matters related to referral programs, discounts, or offers should be directed to the respective partner or entity offering the program. Uptime Industries is not a party to these arrangements and cannot address or resolve issues arising from them.

    INDEPENDENT AGREEMENTS

    Participation in referral programs or discounts offered by our partners, distributors, or resellers may be subject to separate terms, conditions, and agreements set forth by these entities. It is your responsibility to carefully review and understand the terms of any such agreements before participating.

    Uptime Industries encourages all users to exercise due diligence and seek clarification from the respective partner or entity regarding the terms, eligibility, and any potential legal implications associated with any referral program or discount offer.

    Terms of Service

     

    These Terms of Service (“Terms”) are a legal agreement between you (“User” or “you”) and Uptime Industries Inc (“Company”). governing your use of our services and websites, including but not limited to www.uptime.industries, computeblade.com, docs.computeblade.com, uplab.pro, and all related subdomains (collectively referred to as the “Website”). By accessing or using the Website or any of our services, you agree to comply with and be bound by these Terms. If you do not agree to these Terms, please do not use the Website or our services.

    PURPOSE AND WEBSITE SERVICES

    Our Website is designed to provide you with information about our products and services. Additionally, during Kickstarter campaigns, we may offer the ability to acquire products or services (“Services”) through Kickstarter and BackerKit. Please note that the acquisition of products or services through Kickstarter or BackerKit may be subject to their respective terms and conditions (“Service Terms”). In case of any inconsistency between these Terms and any applicable Service Terms, these Terms shall prevail to the extent of the inconsistency.

    ACCEPTANCE AND MODIFICATION OF TERMS

    By using the Website or our services, you accept these Terms. We reserve the right to modify or replace these Terms, including sections 4 to 24, at any time without notice. It is your responsibility to review these Terms regularly. The latest version of these Terms will always be available at [Link to Terms]. Your continued use of the Website after any modifications constitute your acceptance of the modified Terms.

    KICKSTARTER AND BACKERKIT

    Please be aware that during Kickstarter campaigns, we may collect orders and funds through Kickstarter and BackerKit platforms. These third-party platforms have their own terms of service, which you must also agree to when using their services. We are not responsible for any issues, disputes, or liabilities related to Kickstarter or BackerKit. Any concerns or claims should be directed to the respective platform involved.

    VOID WHERE PROHIBITED

    Our Website and services may not be available or suitable in all geographic locations or jurisdictions. We reserve the right to limit the provision of our services based on geographic location and compliance with local laws. Any offer made on our Website is void where prohibited by law.

    CONTENT

    All content on the Website, including text, graphics, trademarks, and other materials, is owned or licensed by us and is protected by intellectual property laws. Except as expressly permitted, you may not reproduce, distribute, or modify any content on the Website without our consent.

    USE RESTRICTIONS

    While using the Website, you agree not to:

    Post harmful files, viruses, or malicious code.

    Violate third-party rights or engage in deceptive or harmful practices.

    Share your account with others.

    Interfere with the technical infrastructure of the Website.

    Engage in spamming or other unauthorized advertising practices.

    Use the Website for illegal or harmful activities.

    PERSONAL INFORMATION

    Your use of the Website is subject to our Privacy Policy, available at https://uptime.industries/legal. By using the Website, you consent to the collection, storage, and use of your information, including personal information, as outlined in the Privacy Policy.

    USE OF COOKIES

    We may use cookies and similar technologies in accordance with our Privacy Policy. By using the Website, you consent to our use of cookies as described in the Privacy Policy.

    SUPPORT

    We may provide troubleshooting support for your use of the Website and Services, subject to the limitations of these Terms and any applicable Service Terms.

    WEBSITE AND SERVICES PROVIDED “AS IS”

    You understand and agree that the Website, Services, and any content or information provided are provided “as is” and “as available.” We make no warranties or conditions, express or implied, and disclaim all representations or warranties, including but not limited to merchantability, fitness for a particular purpose, and non-infringement.

    LIMITATION OF LIABILITY

    To the extent permitted by applicable law, we shall not be liable for any losses, costs, or damages of any kind incurred in connection with the use of the Website or Services. We specifically disclaim any warranties related to the accuracy, reliability, or completeness of the Website or Services.

    INDEMNITY

    You agree to defend, indemnify, and hold harmless Uptime Industries Inc. and its affiliates from any claims, actions, losses, liabilities, damages, costs, and expenses arising from your use of the Website or Services or your violation of these Terms.

    TRADEMARKS

    All trademarks, logos, and trade names on the Website are owned by Uptime Industries Inc. or its licensors. Unauthorized use of these marks is strictly prohibited.

    THIRD-PARTY LINKS

    The Website may contain links to third-party websites or resources. We are not responsible for the content, availability, or terms of use of these external websites. Your use of third-party websites is at your own risk.

    JURISDICTION

    These Terms are governed by the laws of New York, United States. Any disputes arising under these Terms shall be subject to the exclusive jurisdiction of the courts of New York. The United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

    WAIVER

    No delay or omission by us to exercise any right or power under these Terms shall impair such right or be construed as a waiver of any breach or subsequent breach of these Terms.

    ENTIRE AGREEMENT

    These Terms constitute the entire agreement between you and Uptime Industries Inc. regarding the use of the Website and Services, superseding any prior agreements or understandings.

    INTERPRETATION

    In these Terms, words denoting the singular include the plural, and headings are for convenience only. If any provision of these Terms is found invalid, the remaining provisions shall remain in full force.

    SEVERABILITY

    If any provision of these Terms is held invalid or unenforceable, the remaining provisions shall continue to be valid and enforceable to the fullest extent permitted by law.

    ELECTRONIC COMMUNICATIONS

    By using the Website, you consent to receive electronic communications from us. You agree that all agreements, notices, disclosures, and other communications provided electronically satisfy any legal requirement