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We, BECLOCKED (“beClocked”; “we”), have developed the application for mobile devices upRing (hereinafter, the “Application”), which can be downloaded at www.upRing.com (the “Application’s website”) and other domains. upRing can be used and operated quickly, fully and easily on mobile devices throughout the world and on most conventional and current mobile operating systems.
upRing is an organizational and (user-to-contact and user-to-user) communication tool that enables users to manage, organize, clean and keep updated at all times the contact information in their address books of both old and new digital contacts. upRing also allows users to digitally organize, profile and share their own contact information with private contacts, so that users remain reachable over time and despite of whatever work or personal changing circumstances they go through. This enables users a simple way to (i) keep their address books clean and updated, (ii) ensure that their most relevant, recent and up-to-date contact information is correct at all times in the address books of their digital contacts, (iii) inform contacts about anything that can be stored in the form of a card or business card (e.g. event information) and (iv) remain accessible to old contacts that may retain emails or mobile numbers that are rarely used by the user. The Application may also add and offer features developed by third parties and specifically approved by us. The Application cannot serve any other purpose.
This Application is offered on the condition that you accept without any modification all the terms and conditions set out below. By accepting these Terms and Conditions, you declare that you have read and understood its terms. For this reason, we recommend you to read all the terms and conditions, as they contain information related to your legal rights, obligations and limitations. We also advise on the legislation and jurisdiction that will be applicable in case of conflicts. Note that if you do not accept these Terms and Conditions, you are not authorized to use the Application.
These Terms and Conditions may be modified in the future. You understand and accept that access to the Application and its continued use after a change in the Terms and Conditions means the acceptance of the modified Terms and Conditions. At the top of the document we show the date in which the last term and condition revision took place, and all the revisions will take place immediately after the publication. In any case, we will notify all the important changes that are made in the Terms and Conditions by sending an in-app notice or a notice to the email address that you may have provided to us at the time of the registration or verification. Make sure to periodically check the Terms and Conditions to be aware of its most current version.
In compliance with the provisions of article 10 of Law 34/2002, of July 11, on Information Services and Electronic Commerce, we indicate the following identifying data of the holder of the Application: BECLOCKED, SL, is a mercantile company incorporated under the laws of Spain and registered in the Mercantile Registry of Madrid, in Volume 38003, Folio 91, Section 8, Sheet M-676659, Inscription 1 and is provided with N.I.F. B-88160361.
- Purpose of the Agreement: Scope of upRing‘s Offer
The purpose of this agreement is the paid or free of charge use of the Application. All your personal data contained in your Cards and your contacts’ data is stored in your own device and remains thus accessible to you at any time. upRing provides the following for the use of its various functionalities:
- Each user has multiple profiles defined in the form of shareable cards, which it can personalize by tagging them, uploading a picture and adding all kind of personal information.
- Each user-profile (or “Card”) contains various pre-defined fields and tags. You can use these but also you can add additional custom fields and tags. You can share your Cards with whoever you decide amongst your contact list, provided that, for safety reasons, you have verified any email and mobile numbers that these Cards contain. As the administrator, you are responsible for the Cards you have created and are free to decide who you share them with.
- You can also request and receive Cards created by your contacts when they are users or providers. However, you are not automatically entitled to receive their Cards as they are free to decide who they share them with.
- You can invite people who have not yet downloaded upRing if you have their email or mobile number in your contact list. You can also invite contacts to upRing by sending them an invite to connect via external applications.
- For a fee, you will be able to subscribe to a Pro Account. The exact scope of services will be shown in the description of services of the Pro Accounts which will be accessible at www.upRing.com/pro-accounts.
upRing allows that you connect to and communicate with other users. We provide the technical requirements for your devices to reach each other and connect device-to-device but we are not involved in the connection or communication ourselves.
In the future, external development partners will be able to offer applications/features via upRing which you will be able to integrate into your upRing profile. The price of these applications/features will be determined solely by the development partner. You will enter into the agreement for use of these applications/features solely with the development partner.
upRing will do its best efforts to be available for use (“system uptime”) 24 hours a day, 365 days a year. If maintenance work is necessary and if upRing is not available for maintenance reasons, we will duly inform you. During this period, you should be able to use most of upRing functionalities as the Application has been developed to be run in-device. Disruptions to upRing for maintenance reasons may occur and upRing will do its best efforts to ensure that all affected communications and exchanges of information occur as soon as possible. We will not be responsible for internet/network-related downtimes and, in particular, for downtimes in which upRing cannot be accessed due to technical or other problems outside our area of influence, e.g. force majeur, fault of third parties.
- Obligations of the User
As an indispensable condition to use the Application, you undertake to use the Application properly, pursuant to the Law, to these Terms and Conditions and to the other regulations and instructions that may be applicable from time to time. Further you agree and undertake the following:
(i) You are more than fourteen (18) years old. Users below that age are not allowed to use the Application;
(ii) You have the legal capacity to accept these Terms and Conditions and accept to use the Application in accordance with them;
(iii) All the information you provide to the Application or you share with your contacts through upRing is true, accurate, current and complete. You agree to update your information as necessary to maintain its veracity and accuracy;
(iv) When using upRing you will obey all of the relevant laws and other legal provisions. You will not use the Application for any purpose that is unauthorized or illegal. Thus, you agree to comply with all laws, rules and regulations (for example, state, local and provincial) that may be applicable to the Application, including, without limitation, copyright laws. In particular, you may not enter and/or disseminate unlawful data or data that infringes copyrights and any other third-party rights;
(v) As indicated, you have the option of creating profiled Cards and include pictures and other content in your profiles or Cards. Before you add any information, you must ensure that you are the owner of its exclusive usage rights and that making the information publicly available is not against any laws, moral standards and/or the rights of third parties;
(vi) You are solely responsible for your conduct and data, texts, files, information, user names, images, graphics, photos, profiles, audio and video clips, sounds, musical works, authorship work, applications, links and any other type of content or materials that you send, post or show in the Application. We do not examine whether content uploaded is appropriate;
(vii) You agree not to share third party information if you do not have the express consent of its owner. You agree not to disclose third party confidential or private information through the Application, including, without limitation, information related to the credit card, social security or national identity document numbers, telephone numbers or private email addresses that belong to another person;
(viii) You, as well as we, can delete or replace photos, other pictures and any information at any time. In particular, we are entitled to remove pictures or other information without prior warning if and when there is good reason to believe that publishing them on upRing violates the law, moral standards and/or the rights of third parties. Further, we are entitled to remove illegal content immediately;
(ix) You will not upload any data depicting violence or pornographic, discriminatory, insulting, racist, slanderous or otherwise illegal content and/or make them publicly accessible.
(x) Acts of harassment such as sending chain letters or communications of a salacious or sexual nature are not permitted. You agree that under no circumstances you will defame, intimidate, abuse, harass, threaten or pose as a person or entity;
(xi) You should not send messages, comments, indications that you like something or other unwanted commercial or intimidating media (i.e. “spam”) to any user of the Application.
(xii) You agree not to request, collect or use the login credentials of other users of the Application.
(xiii) You agree to use only your actual identity when sharing your personal details and when requesting or collecting contact information from other users and contacts. The use of a different identity than yours is prohibited;
(xiv) You acknowledge and agree that requesting updated contact information to one of your contacts through upRing works as a confirmation of data request; which means that when you solicit updated contact information to a contact, you are sharing with that contact the specific information (other than the private ‘Notes’) you have in your address book and/or upRing about that contact;
(xv) You acknowledge and agree that when you decide to share one of your profiled Cards to one or more of your contacts through upRing this implies sharing any information that you have populated in the Card or in the related message. This may include, without limitation, any confidential and private information such as pictures, name and company information, telephone numbers, email addresses, addresses, notes, credit card, bank account details, social security, passport or national identity document numbers. You commit to make good use of the Application and be careful with the information that you include in your Cards and you share with your contacts. Further, you commit that, under no circumstances, you will file any claim against us for any information contained in one of your Card that you share with one or more of your contacts;
(xvi) You will protect the information in your account, supervising and being totally responsible for any use of the account made by a person other than you;
(xvii) You are responsible for the activities that are carried out through your account and you agree not to sell, transfer, grant licenses or assign your account, your contacts’ information or the rights of your account. With the exception of those companies or persons that we expressly authorize to create accounts on behalf of their employers or customers, it is absolutely prohibited the creation of an account for anyone other than yourself and you agree not to create it;
(xviii) You will not change, modify, adapt or alter the Application, or change, modify or alter another website so that it is wrongly inferred that it is associated with the Application or upRing.
(xix) You will not attack the operational capacity of upRing by any means. You will not harm or interfere in the Application or servers or networks connected to the Application, including the carrying out of hacking attempts or brute-force attacks or the transmission of worms, viruses, spyware, malicious software or any other code of a destructive or harmful nature. You may not insert content or code, or alter or interfere with the manner in which any upRing page is displayed or displayed in a browser or device of the User;
(xx) You will not create accounts in the Application through unauthorized means, including without limitation, the use of automated devices, scripts, robots, trackers, spiders or scrapers. It is prohibited the tracking, scraping, caching or access to any content in the Application through automated means, including without limitation, User profiles and photos;
(xxi) You will not try to restrict the use or enjoyment of the Application to another User, or encourage or facilitate the infractions of these Terms and Conditions;
(xxii) You are solely responsible for the interactions you establish with other Users of the Application. You agree that we are not responsible for the conduct of other Users. Although we are not obligated, we reserve the right to monitor or involve ourselves in conflicts that may arise with other users. However, act with common sense and use your best judgment when interacting with other users, when you share your Cards and any type of personal information or when you request updated information to contacts;
(xxiii) You will apply your best efforts to prevent us and all Users of the Application from suffering damages or loses caused or derived by your usage of the Application.
It is prohibited to alter or modify any part of the Application or the contents thereof, to evade, deactivate or otherwise manipulate (or try to evade, deactivate or manipulate) the security functions or any other functions of the programme and use the Application or its contents for a commercial or advertising purpose. It is prohibited to use the Application for the purpose of damaging goods, rights or interests of beClocked or third parties. Similarly, any other use that alters, damages or renders unusable any networks, servers, equipment, products and software of beClocked or third parties is also prohibited.
The violation of any of the Terms and Conditions may result in the closure, at our sole discretion, of your account in the Application. You understand and agree that we will not be responsible for the content published in the Application and will use the Application at your own risk. If you infringe the essence or spirit of the Terms and Conditions, or otherwise cause the risk that we may be legally exposed, we may stop providing all or part of the service we offer. Only users expressly authorised by us shall download and use the Application. Users without the authorisation cannot access such content.
You will indemnify us from all claims, including damages claims, asserted against us by other users or other third parties, including public authorities, due to any of the following assumptions or related to them in some way (including as a consequence of the direct activities of the Application or the ones you have made in your account): (i) the content of your property or the access or use you make of the Application; (ii) the breach or alleged breach by you of the Terms and Conditions; (iii) the infringement by you over the right of a third party, including without limitation, the rights of property or privacy; (iv) your violation of any law, rule, regulation, code, statute, ordinance or request of any governmental or quasi-governmental authority, including without limitation, all regulatory, administrative and legislative authorities, or (v) any false statement made by you.
You will bear all appropriate costs, including appropriate costs incurred for legal defense that we have to pay as a result of your violation of the rights of third parties. All of our further rights and damage claims will remain unaffected. You are entitled to provide evidence that we have incurred lower costs than stated.
The above-mentioned obligations will only apply if you are responsible for the violation of rights in question; in other words, if you have knowingly or deliberately omitted to exercise due diligence.
You will cooperate to the extent that we require, in order to defend any claim. You acknowledge that we reserve the right to assume the exclusive defense and control of any matter that is subject to indemnification on your part and, under no circumstances, you will file any claim without the prior written consent of upRing.
- Data Backup
You will take the necessary measures according to your own risk assessment to regularly back up the data and content you have entered, uploaded and stored on upRing and/or your native digital contact database, and create your own backup copies in order to guarantee reconstruction of the data and content in case of data loss.
- Identity of Users
We request email and mobile verification when Users share them in Cards to contacts. Technically, though, we are not capable to definitively determine whether a registered user on upRing actually has the identity it claims to have. We therefore cannot guarantee the correct identity of any user. You should specifically take your own protective measures and undertake not to claim us if you exchange
information with someone who is not the person you thought it was.
- Responsibility for Content
We accept no responsibility for texts, content, images, data and/or information uploaded by you or other upRing users. Furthermore, we accept no responsibility for design and/or content of external websites linked to from upRing. In particular, we give no guarantee that the content showed in upRing is true, fulfils any particular purpose or can serve any particular purpose.
If you notice or suspect any illegal or non-contractual use of upRing, you can report this to us at any time via this email address: support@upRing.com.
- Anonymous statistics
We reserve the right to monitor your activity on the Application and website and to inform thereof our third-party statistic service providers. Everything shall be done on an anonymous basis.
- Protection of your personal information
- Intellectual property
The Application and its contents (texts, photographs, graphs, images, technology, software, links, contents, graphic design, source code, etc.), as well as the brands and other distinctive signs, are owned by beClocked or third parties, and the mere use of this beClocked shall give Users no entitlement to any rights over them. Users shall refrain from: a) Reproducing, copying, distributing, making available to third parties, publicly disclosing, transforming or amending the Application or its contents, save for the cases set out by law or expressly authorised by beClocked or by the holder of the said rights; b) Reproducing or copying, for their private use, the Application or its contents, or publicly disclosing them or making them available to third parties, if this implies their reproduction; c) Extracting or reusing the whole or a substantial part of the contents comprising this Application.
- Pro Accounts
Certain features are only accessible to users who have registered as Pro users and who pay for Pro Accounts. You will find all the benefits and features of upRing Pro Accounts on www.upRing.com/pro.
Payment and Invoicing
- Payment for using upRing Pro Accounts is made in accordance with the invoicing conditions selected by you. The price and discounts that apply and are accepted by all parties at the moment of transaction are indicated at: www.upRing.com/pro.
- Prices of functionalities of third-party providers or external developers are determined explicitly by them.
- Charges are due at the beginning of each invoicing period. If you have a subscription, it will renew automatically until you cancel it. Every further payment will be due at the beginning of the new payment cycle.
- All charges and prices stated include the applicable value added tax.
- You may only offset invoices against legally determined or undisputed claims or right of retention. You may only assign claims arising from this agreement with our written consent.
Default of Your Payments
- If you are delayed with your payment obligations (including immediately after the first default), we will be entitled to block access to your upRing Pro Account or to terminate the agreement without notice. In this case, you will remain obliged to reimburse the outstanding amount.
- The amount of damage is to be set higher or lower if we or you are able to prove greater or lesser damage.
- We reserve the right to assert further claims for default of payment.
- Term of Your Licensing Agreement and Termination
Free use of upRing
- According to the conditions established throughout this agreement, beClocked grants free Users a non-exclusive, personal and indefinite license, free of charge, to use the Application.
- This license is also granted to free users in the same terms with regard to the updates and improvements made in the Application.
- Such licenses of use may be revoked by beClocked unilaterally at any time, by means of mere notification to Users.
Use of upRing by Pro Accounts
- Depending on the Pro Account and the payment method contracted by the User, and according to the conditions established throughout this agreement, beClocked grants Pro Users a non-exclusive, personal license to use the Application, which may be for an indefinite term or for a given fixed minimum term.
- Agreements with a fixed minimum term will run until the end of the agreed period and will be extended automatically by the same period if you do not terminate your Account beforehand by deleting it in accordance with ‘Right of Revocation for paying users’ clause below or by downgrading it to free use.
- If you terminate or downgrade a PRO Account, the original agreements will run to the end of the agreed term and will not be renewed. Reimbursement of already-paid fees for the current term is not possible.
- Such licenses of use may be revoked by both parties at any time. If you change to another Pro Account category, this will not constitute termination and we will simply adapt the conditions of payment and your rights to your new Pro Account category.
- Right of Revocation for non-paying users
You have the right to withdraw from this contract without giving any reason. To exercise the right of withdrawal, you must only delete your verified details in the Application or ‘delete your account’ in the account settings, thereby deleting your account. On termination, unsecured data will be lost as we delete your account completely. Before deleting the Application, you can further erase the Cards you are sharing with your contacts. If you do not delete your cards before you erase the application, we may automatically erase the Cards you have shared with other Users but we shall have no obligation to do so.
- Right of Revocation for paying users
You have the right to withdraw from this contract within 14 days without giving any reason. To exercise the right of withdrawal, you must inform us (beClocked SL, support@upRing.com) of your decision to withdraw from this contract by an unequivocal statement (e.g. a letter sent by post or email). You may also use the attached Sample Withdrawal Form below, but it is not obligatory:
I/We hereby give notice that I/We withdraw from my/our contract of sale of the following goods/for the provision of the following service:
- Ordered on / Received on
- Name of user(s)
- Signature(s) [only if this form is returned on paper]
To meet the withdrawal deadline, it is sufficient if you send your communication concerning your exercise of the right of withdrawal before the withdrawal period has expired.
- Consequences of Revocation
If you withdraw from this contract, we shall immediately stop charging you further service fees in relation to the contracted service.
For free Users, our liability for use of the free upRing product is restricted to intention and gross negligence or the absence of a guaranteed characteristic. We will be fully liable in cases of intention; in cases of gross negligence and the absence of a guaranteed feature, our liability will be restricted to typical and foreseeable damage, and subject to your full compliance of all of the terms and conditions herein. Any further liability is excluded.
We will be liable as follows for use of Pro Accounts made available against payment:
- Claims by users for compensation will not be recognized. Exceptions are: damages claimed by users for death, physical injury, harm to human health, the breach of essential contractual obligations (cardinal obligations) or liability for other damage resulting from an intently or grossly negligent breach of duty on our part, our legal representatives or assistants. Cardinal obligations within the meaning of these Terms and Conditions are those obligations that make the due performance of this agreement and the achievement of its objectives possible in the first place, and on the regular compliance of which the user may therefore rely.
- Where essential contractual obligations are violated, we will only be liable for the foreseeable damage typical to agreements of this nature if the damage were merely caused negligently, unless the damage claims by the user refer to cases of death or injury to body or health.
- The restrictions above will also apply in favor of our legal representatives and assistants if claims are asserted against these parties directly.
- A defect will always be deemed to exist if the suitability for contractual use is suspended or considerably restricted. If suitability for contractual use is suspended in full, you will be released from paying your charges in accordance with ‘Pro Accounts’ clause until the defect is corrected. If use is partially available, the charges will be reduced to an appropriate level for the period until the defect is corrected.
You must inform us of the defect in writing or by email immediately.
You are not entitled to damages due to a defect to upRing due to a circumstance for which we are not responsible, either existing when you sign the agreement or occurring thereafter.
Further claims and rights for defects to upRing—other than those explicitly named in this clause—will not be recognized except if we are held liable for them by statutory provisions.
It is up to Users, in any case, to have appropriate tools for the detection and disinfection of malicious software or any other harmful computer elements. beClocked shall not be responsible for the damages caused to computer equipment for the use of the Application. Likewise, beClocked shall not be responsible for the damages caused to Users when said damages occur due to failures or disconnections in the telecommunications networks that interrupt the service.
To the maximum extent permitted by law, in no case will we be liable for economic losses (including loss of income, data, benefits, contracts, business or savings); or loss of image or reputation; or indirect losses. We shall not be responsible for the accuracy or reliability of any information or advice transmitted by means of the application. We shall be entitled, at any time, to limit or interrupt your use at our sole discretion.
- Miscellaneous: Final Provisions and Amendments to the Terms and Conditions of Use
Your use of the application is under your sole responsibility. We assume no liability whatsoever for the elimination or inability to store or transfer any content or other information stored or transferred by the application.
By granting upRing access to your native digital contact database in your device, you expressly grant us permissions to interact with it and specifically create, update, read and delete data in your native digital contacts database in accordance to the synchronization settings. We assume no liability whatsoever for the elimination, modification or disablement of any data stored or managed by other applications or databases.
These Terms and Conditions of Use are fully governed by the Spanish law. For the resolution of any dispute regarding its interpretation or application, Users shall be expressly subject to the jurisdiction and competence of the Courts and Tribunals of Madrid (Spain).