Terms & Policies

Terms of Service

Last Updated: April 10, 2017


These Terms of Service (“Terms“) govern your use of the free services, software and websites (the “Service”) provided by Upland Consulting Group LLC (“UCG”). Our Privacy Policy explains the way we collect and use your information and our Acceptable Use Policy outlines our expectations with respect to your behavior when using the Service. By using the Service you agree to be bound by these Terms, our Privacy Policy and our Acceptable Use Policy. If you’re using our Service on behalf of an organization or entity (“Organization”), then you are agreeing to these Terms on behalf of that Organization and you represent and warrant that you have the authority to bind the Organization to these Terms. In that case, “you” and “your” refers to that Organization. If you become a paid subscriber to UCG’s premium Service, then your use of the Service will be governed by our Subscriber Agreement.

Your Content

The Service allows you to create work orders and repair tickets and associated information, text, files and other materials (together the “Content”) and to share that Content with others. You retain ownership of your Content, but by uploading it onto the Service, you are granting us a license to use, copy, reproduce, process, adapt, publish, transmit, host and display that Content for the purpose of (i) providing you the Service and associated support; and (ii) analyzing and improving the operation of the Service.

We reserve the right to remove Content on the Service that violates our Acceptable Use Policy or these Terms or that we otherwise reasonably believe may create liability for UCG.

Your Obligations

  • You must provide accurate information when you create your UCG account.
  • You are responsible for safeguarding the password and for all activities that occur under your account. You should notify UCG immediately if you become aware of any breach of security or unauthorized use of your account.
  • You must comply with our Acceptable Use Policy at all times when using the Service.
  • You may never use another user’s account without permission.
  • You may not disassemble, decompile or reverse engineer the Service or attempt or assist anyone else to do so, unless such restriction is prohibited by law.
  • Our Service is not intended for use by persons under the age of 13. By using the Service you are representing to us that you are over the age of 13.

Your Use of UCG Software

As part of the Service, we may provide downloadable client software (the “Software”) for your use in connection with the Service. This Software may update automatically and if such Software is designed for use on a specific mobile or desktop operating system, then a compatible system is required for use. So long as you comply with these Terms, we grant you a limited, nonexclusive, nontransferable, revocable license to use the Software, solely to access the Service; provided, however, that this license does not constitute a sale of the Software or any copy thereof, and as between UCG and You, UCG retains all right, title and interest in the Software.

Administrator Access to Your Content

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

Your Use of Third Party Applications

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

Security

We will use industry standard technical and organizational security measures in connection with the storage, processing and transfer of your Content that are designed to protect the integrity of that Content and to guard against unauthorized or unlawful access to, use of, or processing of such Content.

Termination

You are free to stop using our Service at any time. We also reserve the right to suspend or end the Service at any time at our discretion and without notice. We may also terminate or suspend your access to the Service at any time if you are not complying with these Terms or our Acceptable Use Policy or if you are using the Service in a manner that we believe may cause us financial or legal liability.

UCG’s Intellectual Property Rights

The Service (excluding Content provided by users) constitutes UCG’s intellectual property and will remain the exclusive property of UCG and its licensors. Any feedback, comments, or suggestions you may provide regarding the Service is entirely voluntary and we will be free to use such feedback, comments or suggestions as we see fit and without any obligation to you.

Copyright

UCG respects the intellectual property rights of others and we expect our users to do the same. We respond to notices of alleged copyright infringement if they comply with the law, and such notices should be reported to our support@repairtraq.com

Modifications to the Service

The Service may be modified from time to time, often without prior notice to you. Your continued use of the Service constitutes your acceptance of such modifications. If you are not satisfied with a modification we make to the Service, your sole remedy is to terminate your use of the Service.

Indemnification

You agree to defend, indemnify and hold harmless UCG and its licensee and licensors, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from your use of and access to the Service or the Software, or from or in connection with any Content uploaded to the Service through your account by a third party using your account with your knowledge or consent.

No Warranty

THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. UCG IS NOT RESPONSIBLE FOR ANY THIRD PARTY CONTENT THAT YOU DOWNLOAD OR OTHERWISE OBTAIN THROUGH THE USE OF THE SERVICE OR FOR ANY DAMAGE OR LOSS OF DATA THAT MAY RESULT. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY THIRD PARTY APPLICATION OR SERVICE THAT PROVIDES ACCESS TO OUR SERVICE (E.G., ANY THIRD PARTY APPLICATION DEVELOPED USING UCG’S API).

The Service is controlled, operated and hosted from within the U.S. We make no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own risk and are responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL UCG, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES OR SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, DATA OR OTHER INTANGIBLE LOSSES THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THE SERVICE, WHETHER OR NOT UCG HAS BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. UCG’S AGGREGATE LIABILITY FOR ALL CLAIMS RELATED TO THE SERVICE SHALL NOT EXCEED THE GREATER OF $100 OR THE AMOUNTS PAID BY YOU TO UCG IN CONNECTION WITH YOUR USE OF THE SERVICE DURING THE TWELVE (12) MONTH PERIOD PRIOR TO THE CLAIM GIVING RISE TO SUCH LIABILITY.

Dispute Resolution

*Informal Efforts - *You agree that prior to filing any claim against UCG relating to or arising out of these Terms you will first contact us at support@RepairTraq.com to provide us with an effort to resolve the issue in an informal manner.

Arbitration - If such dispute is not resolved to our mutual satisfaction within 90 days of submission, then either party may bring a formal claim, which claim shall be resolved through final and binding arbitration administered by the American Arbitration Association (“AAA”).

*Arbitration Procedures and Fees- *The AAA will administer arbitration proceedings under its Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes. Arbitration will be held in the United States county where you live or work, in Eagle, CO, or in any other location we agree to. The AAA rules will govern payment of all arbitration fees. UCG will share all arbitration fees for claims less than $1,000. UCG will seek its attorneys’ fees and costs in arbitration unless the arbitrator determines that your claim is frivolous.

Exceptions to Agreement to Arbitrate - Either you or UCG may assert a claim, if it qualifies, in small claims court in Eagle, CO or any United States county where you live or work. Nothing in this Section shall be deemed as preventing either party from seeking injunctive or other equitable relief from the courts as necessary to stop unauthorized use or abuse of the Service or intellectual property infringement (for example, trademark, trade secrets, copyright or patent rights) without first engaging in arbitration or the informal dispute resolution process.

No Class Actions - ALL CLAIMS MUST BE BROUGHT ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. CLASS ARBITRATIONS, CLASS ACTIONS, PRIVATE ATTORNEY GENERAL ACTIONS, AND CONSOLIDATION WITH OTHER ARBITRATIONS ARE NOT ALLOWED.

Judicial Forum - In the event that the agreement to arbitrate is found not to apply to your claim, then you and UCG agree that any judicial proceedings will be brought in the federal or state courts in Eagle, CO and both parties consent to venue and personal jurisdiction there.

Governing Law

These Terms will be governed by the laws of the State of Colorado, without regard to its conflict of laws principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

Data Transfer

In connection with providing you the Service UCG may transfer, store and process your Content in the U.S. or in any other country in which UCG or its agents maintain facilities. By using the Service you consent to this transfer, processing and storage of your Content.

Entire Agreement; Severability; Waiver

These Terms constitute the entire agreement between you and UCG concerning the Service replace any prior or contemporaneous agreements, terms or conditions applicable to your use of the Service. If a provision of these Terms is found to be unenforceable, the remaining provisions of these Terms will remain in full force and effect and an enforceable term will be substituted reflecting as closely as possible our original intent. UCG’s failure to enforce any provision of these Terms shall not be deemed a waiver of its right to do so later.

Assignment

These Terms and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by us without restriction. Any attempted transfer or assignment by you will be null and void.

Notices

We may provide you with legal notices and notices related to your account via email using the email address associated with your account. We may provide you with other marketing or business-related information, including information about Service updates or changes, via email or via our blog, which is located at the URL blog.RepairTraq.com.

U.S. Government Agencies

If you are a U.S. Government agency utilizing UCG’s free Service in an official capacity, your use of the Service shall be subject to these Terms and this Amendment.



For questions about these or any UCG terms or policies, email us at support@repairtraq.com.

Privacy Policy

Revised: Feb 1, 2017


This Privacy Policy describes UCG’s practices regarding the collection, use and disclosure of the information we collect from and about you when you use UCG’s web-based and mobile applications (the “Service”). We take our obligations regarding your privacy seriously and have made every effort to draft this Privacy Policy in a manner that is clear and easy for you to understand. By accessing or using the Service, you agree to this Privacy Policy, our Terms of Service, and our Acceptable Use Policy.

Our Collection and Use of Information

Information You Provide to Us

We collect personal information, such as your name and email address, when you register for an account on the Service. You may also provide us with optional information such as a photograph. Your user name, email address and any optional profile information that you elect to associate with your account is referred to herein as your “Profile Information.”

If you are a user of our paid premium service, we will utilize a third party credit card payment processing company to collect payment information, including your credit card number, billing address and phone number. We will share this payment information with the third party processing company as detailed below in “How We Share Your Information: With Trusted Service Providers and Business Partners.” We do not store your payment information.

We may use your email address to send you Service-related notices (including any notices required by law, in lieu of communication by postal mail). We may also use your email address to send you announcements and information about other products or services (including third party services) that you may be interested in (together, the “Marketing Messages”). You may opt-out of receiving Marketing Messages at any time by following the instructions provided in the Marketing Message. Through your account interface, you may also opt-out of receiving categories of Service-related notices that are not deemed by UCG to be integral to your use of the Service.

Even if you are not a registered user of our Service, if you email us we may retain a record of such email communication, including your email address, the content of your email, and our response.

If you choose to use our invitation service to invite a friend to the Service, we will ask you for that person’s contact information, which may include their email address or their social network identity, and automatically send an invitation. UCG stores the information you provide to send the invitation, to register your friend if your invitation is accepted, and to track the success of our invitation service.

Your Content

Your use of the Service will involve you uploading or inputting various content into the Service; including but not limited to: tasks, attachments, project names, client names, and conversations (together, the “Content”).

UCG may view your Content only as necessary (i) to maintain, provide and improve the Service; (ii) to resolve a support request from you; (iii) if we have a good faith belief, or have received a complaint alleging, that such Content is in violation of our Acceptable Use Guidelines; (iv) as reasonably necessary to allow UCG to comply with or avoid the violation of applicable law or regulation; or (v) to comply with a valid legal subpoena or request that meets the requirements of our Law Enforcement Guidelines. We may also analyze the Content in aggregate and on an anonymized basis, in order to better understand the manner in which our Service is being used.

Information We Collect Automatically

Log Files

When you use the Service, our servers automatically record certain information in server logs. These server logs may include information such as your web request, Internet Protocol (“IP”) address, browser type and settings, referring / exit pages and URLs, number of clicks and how you interact with links on the Service, domain names, landing pages, pages viewed, mobile carrier, date and time stamp information and other such information. Log files help us to monitor, analyze, improve and maintain the Service and to diagnose and fix any Service-related issues.

Device Identifiers

When you access the Service using a mobile device, we collect specific device information contained in your mobile device’s “device identifier.” This device identifier includes information such as the type of device you are using, its operating system, and mobile network information, which may include your mobile phone number. We may associate this device identifier with your Service account and will use data associated with your device identifier to customize our Services to your device and to analyze any device-related issues.

Location Information

We may collect and process information about the location of the device from which you are accessing the Service. Location data may convey information about how you browse the Service and may be used in conjunction with personally identifiable information. You can disable location based services in settings associated with the Service; however please be aware that some features of the Service may not function properly if location services are turned off.

Our Cookie Policy

UCG uses technologies like cookies, pixel tags and web beacons to provide, monitor, analyze, promote and improve the Service. For example, a cookie is used to remember your user name when you return to the Service and to improve our understanding of how you interact with the Service. You can block cookies on your web browser; however please be aware that some features of the Service may not function properly if the ability to accept cookies is disabled.

You may disable or block cookies by adjusting your browser preferences at any time; however, please be aware that some features of the Service may not function properly if the ability to accept cookies is disabled.We may utilize third-party service providers to provide us with analytics services and to serve advertisements on our behalf across the Internet. These parties may utilize cookies or similar technologies to gather information about your browsing activities over time and across different websites following your use of the Service. For example, we use Google Analytics, a web analytics service provided by Google, Inc. (“Google”). Google Analytics uses cookies to help the website analyze how users use the Service and to enhance their experience when they use the Service. To opt-out of having your data used by Google Analytics please go to: https://tools.google.com/dlpage/gaoptout/.

We do not currently recognize or respond to browser-initiated Do Not Track signals that provide a method to opt out of the collection of information about online activities over time and across third-party websites or online services as there is no consistent industry standard for compliance.

How We Share Your Information

We may share the information we collect from you with third parties as detailed below.

As Directed By You

We will display your Profile information on your profile page and elsewhere on the Service in accordance with the preferences you set in your account. You can review and revise your Profile information at any time.

We will display your Content within the Service as directed by you.

If you elect to use a third party application to access the Service, then we may share or disclose your account and Profile information and your Content with that third party application as directed by you. Please remember that we are not responsible for the privacy practices of such third parties so you should make sure you trust the application and that it has a privacy policy acceptable to you.

With Trusted Service Providers and Business Partners

We may utilize trusted third party service providers to assist us in delivering, improving, protecting and promoting our Service. For example, we may use third parties to help host our Service, send out email updates, perform analyses related to the operation of our Service, or process payments. We may also store personal information in locations outside the direct control of UCG (for instance, on servers or databases co-located with hosting providers).

These service providers may have access to your information for the limited purpose of providing the service we have contracted with them to provide. They are required to have a privacy policy and security standards in place that are at least as protective of your information as is this Privacy Policy (including those provisions related to compliance with the EU-US Privacy Shield). UCG will take all reasonable and appropriate steps necessary to ensure that any third party who is acting as a “data processor” under EU terminology is processing the personal information we entrust to them in a manner that is consistent with the EU-US Privacy Shield Principles. UCG is potentially liable in cases of onward transfer to third parties of data of EU individuals received pursuant to the EU-US Privacy Shield.

With Law Enforcement or In Order to Protect Our Rights

We may disclose your information (including your personally identifiable information) in response to a lawful request by public authorities, including to meet national security or law enforcement requirements. All such requests shall be required to meet our Law Enforcement Guidelines. We may also disclose your information to our legal counsel, governmental authorities or law enforcement if we believe that it is reasonably necessary to do so in order to comply with a law or regulation; to protect the safety of any person; to address fraud, security or technical issues; or to protect UCG’s rights or property.

In an Aggregate and Non-Personally Identifiable Manner.

We may disclose aggregate non-personally identifiable information (such as aggregate and anonymous usage data, platform types, etc.) about the overall use of our Service publicly or with interested third parties to help them understand, or to help us improve, the Service.

In Connection With a Sale or Change of Control

If the ownership of all or substantially all of our business changes, we may transfer your information to the new owner so that the Service can continue to operate. In such case, your information would remain subject to the promises and commitments contained in this Privacy Policy until such time as this Privacy Policy is updated or amended by the acquiring party upon notice to you.

How We Protect Your Information

The security of your information is important to us. When you enter sensitive information (such as a credit card number) as part of our service, we encrypt the transmission of that information using industry-standard encryption.

UCG uses commercially reasonable and industry-standard physical, managerial, and technical safeguards to preserve the integrity and security of your information. For example, we continuously and regularly back up your data to help prevent data loss and aid in data recovery. We also guard against common web attack vectors, and implement firewalls and access restrictions on our servers to secure our network and better protect your information.

If you have any questions about security on our Service, you can contact us at security@repairtraq.com

Risks Inherent in Sharing Information

Although we allow you control over where you share your Content and what information is included in your Profile and take reasonable steps to maintain the security of the information associated with your account, please be aware that no security measures are perfect or impenetrable. We cannot control the actions of other users with whom you share your Content and we are not responsible for third party circumvention of any privacy settings or security measures on the Service.

Your Choices About Your Information

You may, of course, decline to submit personally identifiable information through the Service, in which case UCG may not be able to provide certain services to you. You have a right to access information we hold about you. You may update or correct your account information at any time by logging in to your account. For questions or inquiries regarding the correction or deletion of your personally identifiable information on the Service you may contact us at support@repairtraq.com.

UCG Blogs

Information you provide in comments to our blogs are public and may be read, collected, and used by others who view those blogs. Your posts will remain even after you cancel your Service account.

Children’s Privacy

Our Service is not directed to persons under 13. UCG does not knowingly collect or solicit personal information from anyone under the age of 13 or knowingly allow such persons to register for an account on the Service. If we become aware that we have collected personal information from a child under age 13 without verification of parental consent, we take steps to remove that information. If you believe that we might have any information from or about a child under 13, please contact us at support@repairtraq.com.

International Data Transfer

We may transfer information that we collect about you, including personally identifiable information, to affiliated entities, or to other third parties (as provided herein) across borders and from your country or jurisdiction to other countries or jurisdictions around the world. If you are located in the European Union or other regions with laws governing data collection and use that may differ from U.S. law, please note that you are transferring information, including personal information, to a country and jurisdiction that does not have the same data protection laws as your jurisdiction, and you consent to the transfer of information to the U.S. and the use and disclosure of information about you, including personal information, as described in this Privacy Policy.

Links to Other Web Sites

We are not responsible for the practices employed by websites linked to from within the Service, nor the information or content contained therein. Please remember that when you use a link to go from the Service to another website, our Privacy Policy is no longer in effect and your activities on that third party website is subject to such third party website’s own rules and policies.

Do Not Track Signals

Some browsers have a “do not track” feature that lets you tell websites that you do not want to have your online activities tracked. We currently do not respond to “do not track” signals.

Changes to Our Privacy Policy

If we change our Privacy Policy, we will post those changes on this page to keep you aware of what information we collect, how we use it and under what circumstances we may disclose it. Changes to this Privacy Policy are effective when they are posted on this page.

Contact Us

For questions about these or any UCG terms or policies, email us at support@repairtraq.com.

Subscriber Agreement

Last Updated: April 10, 2017


This Premium Subscriber Agreement (the “Subscriber Agreement”) is between Upland Consulting Group, a Colorado LLC (“UCG”) and the organization agreeing to these terms (“Customer”). This Subscriber Agreement governs Customer’s access to UCG’s job tracking management service (the “Service”) and its associated applications and website . By clicking “I Agree,” attaching this Subscriber Agreement to a purchase order or similar order form, or using the Service as a paid subscriber, Customer agrees to the terms of this Subscriber Agreement. If an individual is entering into this Subscriber Agreement on behalf of an organization such organization shall be deemed the Customer hereunder and such individual hereby represents and warrants that he has the power and authority required to bind such organization to this Subscriber Agreement.

  1. The Service and Associated Software. Customer and users of the Service under Customer’s account (the “End Users”) may access and use the Services in accordance with this Subscriber Agreement and UCG’s Acceptable Use Policy. UCG may update or modify the Services from time to time. If, in UCG’s reasonable judgment, any such modification to the Service materially reduces the Service’s functionality, UCG will inform Customer via the email address associated with Customer’s account no less than twenty (5) days prior to such change. We may provide certain downloadable client software applications (the “Software”) for use in connection with the Service. This Software is updated automatically and, if such Software is designed for use on a mobile device, then a compatible mobile device is required for use. The license being granted to Customer hereunder does not constitute a sale of the Software or any copy thereof, and as between UCG and Customer, UCG retains all right, title, and interest in the Software.

    UCG will use industry standard technical and organizational security measures in connection with the storage, processing and transfer of Customer Data that are designed to protect the integrity of Customer Data and to guard against the unauthorized or unlawful access to, use of or processing of such Customer Data. For purposes hereof, the term “Customer Data” shall mean the structured data and any files or attachments submitted to the Service by Customer, as well as the account and contact information submitted to the Service by Customer and its End Users.

    UCG will use reasonable efforts, consistent with standard industry practices, to ensure that the Service and Software do not contain any viruses, backdoors, Trojans, or other computer code that is designed to disrupt, disable or harm the operation of the Service or Software.

  2. Customer Obligations.

    1. Administration of Customer’s Account. Customer may specify one or more administrators (each an “Administrator”) to manage its account. Administrators have the ability to access, monitor, use, export and disclose all content posted by End Users. Customer is responsible for: (i) the selection of its Administrator(s); (ii) maintaining the confidentiality of passwords and Administrator accounts; (iii) managing access to Administrator accounts; and (iv) ensuring that each Administrator’s use of the Service complies with this Subscriber Agreement. UCG shall not be held liable for any actions on the part of Customer’s Administrator(s).
    2. End User Conduct; Compliance. Customer is responsible for use of the Service by its End Users and for their compliance with UCG’s Acceptable Use Policy. Customer is also responsible for providing any notice and obtaining any consents and authorizations necessary: (i) to allow the Administrator to access, monitor, use and disclose the content posted by the End Users on the Service; and (ii) to allow UCG to provide the Administrator with access to such End User content. The Service is not authorized for use by persons under the age of 13 and Customer will ensure that it does not allow any person under 13 to use the Service. Customer will promptly notify UCG if it becomes aware of any unauthorized access to Customer’s account or the Service.
    3. Restrictions. Customer will not: (i) rent, sell, resell or lease the Service to any third party; (ii) use the Service for any purpose where either the use or the failure of the Service might lead to personal injury, death or physical damage; or (ii) disassemble, decompile or reverse engineer the Service or attempt or assist anyone else to do so, unless such restriction is prohibited by law.
    4. Suspension. UCG may request that Customer suspend the account of any End User who: (i) violates this Subscriber Agreement or UCG’s Acceptable Use Policy; or (ii) is using the Service in a manner that UCG reasonably believes may cause a security risk, a disruption to others’ use of the Service, or liability for UCG. If Customer fails to promptly suspend or terminate such End User’s account, UCG reserves the right to do so.
  3. Customer’s Use of Third Party Services. UCG does not warrant or support any third party service (e.g., a service that utilizes the UCG API in connection with Customer’s use of the Service) and will not be responsible for any act or omission on the part of such third party or its service.

  4. Intellectual Property Rights.

    1. Limited License to Use Customer Content. Customer hereby grants to UCG a limited, non-exclusive and non-transferable (except in connection with the sale or transfer of its business) license to access, use, copy, reproduce, process, adapt, publish, transmit and display content submitted to the Service by the End Users (the “Customer Content”) for the limited purpose of (i) providing the Service and associated customer support to Customer; (ii) displaying the Customer Content to the End Users; and (iii) analyzing and improving the Service.
    2. Reservation of Rights. Except as expressly set forth herein, this Subscriber Agreement does not (i) grant UCG any rights or interest in or to the Customer Content or any Customer Intellectual Property; or (ii) grant Customer any rights or interest in or to the Service or any UCG Intellectual Property. For purposes hereof, the term “Intellectual Property” shall mean any current or future worldwide rights under any patent, copyright, trademark, or trade secret; any moral rights or any similar rights.
    3. Use of Customer Suggestions. UCG may incorporate into the Service any suggestions or feedback received from Customer without any obligation to Customer and any such modifications to the Service shall be the sole and exclusive property of UCG. UCG may also share and publish aggregate, anonymized data about the use of our Service by our customers.
    4. UCG Customer List. UCG may include Customer’s name in a list of UCG’s Customers online and in print and electronic marketing materials.
  5. Fees and Payment. Fees are non-refundable except as required by law or as explicitly set forth herein. Customer will pay all applicable fees when due and, if such fees are being paid via credit card or other electronic means, Customer authorizes UCG to charge such fees using Customer’s selected payment method. By default, customer accounts are set to auto-renew and UCG may automatically charge Customer for such renewal on or after the renewal date associated with Customer’s account unless Customer has cancelled the Service prior to its renewal date. UCG may revise fee rates for the Service from time to time and will provide Customer’s designated administrator(s) with email notice of any changes in fees at least thirty (30) days prior to Customer’s Service renewal date. Customer is responsible for providing complete and accurate billing information to UCG. UCG may suspend or terminate Customer’s use of the Service if fees become past due. Customer is responsible for all taxes (excluding taxes on UCG’s net income) and UCG will charge tax when required to do so by law.

    If Customer requires the use of a purchase order or purchase order number, Customer (a) must provide the purchase order number at the time of purchase; and (b) agrees that, except for any amendments to this Subscriber Agreement that are clearly marked as such on the face of the Purchase Order, any terms and conditions on a Customer purchase order that conflict with this Subscriber Agreement will not apply and are null and void.

  6. Term and Termination. This Subscriber Agreement will remain in effect until Customer terminates its subscription to the Service or until this Subscriber Agreement is otherwise terminated as provided for herein. Customer may terminate this Subscriber Agreement at any time. In addition, either party may terminate this Subscriber Agreement if: (a) the other party is in material breach and fails to cure such breach within twenty (20) days following receipt of written notice from the non-breaching party; (b) the other party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within 90 days. In the event that this Subscriber Agreement is terminated, (i) the rights granted to Customer pursuant to this Subscriber Agreement (except as specifically set forth in this section) will cease immediately; and (ii) any premium features provided to Customer will cease to be provided. The following sections will survive expiration or termination of this Subscriber Agreement: Sections 4(b) and (c), 6-9, and 11.

  7. Confidentiality.

    1. Confidentiality. During the course of their performance under this Subscriber Agreement, each party may make available to the other party information that is not generally known to the public and at time of disclosure is either identified as, or should reasonably be understood by the receiving party to be, proprietary or confidential (the “Confidential Information”). Confidential Information shall include, but shall not be limited to: business plans, strategies, forecasts, projects and analyses; financial information and fee structures; business processes, methods and models; employee, customer and supplier information; sales and marketing information. With respect to the Customer, Confidential Information also includes the Customer Content.
    2. Obligations. Except as otherwise expressly permitted under this Services Agreement, with the express prior written consent of the disclosing party, or as required by law, the receiving party will not disclose, transmit or otherwise disseminate to a third party any Confidential Information of the disclosing party. The receiving party will use the same care and discretion with respect to the Confidential Information received from the disclosing party as it uses with its own similar information, but in no event less than a reasonable degree of care. UCG may disclose Customer’s Confidential Information to its employees, consultants, agents or advisors who have a strict need to know such Confidential Information solely for the purpose of performing UCG’s obligations under this Agreement and only to those who are obligated to maintain the confidentiality of such Confidential Information upon terms at least as protective as those contained in this Agreement. Customer may disclose UCG’s Confidential Information to its employees, consultants, agents or advisors who have a strict need to know such Confidential Information and are obligated to maintain the confidentiality of such Confidential Information upon terms at least as protective as those contained in this Agreement.
    3. Exclusions. The obligations set forth in Section 7(b) above shall not apply to any Confidential Information that the receiving party can demonstrate: (i) the receiving party possessed, without any obligation of confidentiality, prior to disclosure by the disclosing party; (ii) is or becomes publicly available without breach of this Agreement by the receiving party; (iii) is or was independently developed by the receiving party without the use of any Confidential Information of the disclosing party; or (iv) is or was received by the receiving party from a third party that does not have an obligation of confidentiality to the disclosing party or its affiliates. Either party may disclose the terms of this Agreement to potential parties to an acquisition or similar transaction to facilitate due diligence and closing of the transaction, provided that potential party is subject to written non-disclosure obligations and limitations on use only for the prospected transaction. The receiving party may disclose Confidential Information of the disclosing party if legally required to do so in connection with any legal or regulatory proceeding, provided, however, that in such event the receiving party will, if lawfully permitted to do so, notify the disclosing party within a reasonable time prior to disclosure so as to allow the disclosing party an opportunity to seek appropriate protective measures.
  8. Indemnification.

    1. By Customer. Customer hereby agrees to indemnify, defend and hold harmless UCG, its licensees and licensors, and their respective employees, contractors, agents, officers and directors (together, the “UCG Affiliates”), from and against any and all liabilities, damages, obligations, losses, costs and expenses (including but not limited to reasonable attorney’s fees) (together, the “Losses”) arising from or as a result of any claim by a third party against UCG or the UCG Affiliates regarding: (i) use of or access to the Service by Customer or its End Users in violation of this Subscriber Agreement or our Acceptable Use Policy; or (ii) any data or Customer Content transmitted or received through Customer’s account.
    2. By UCG. UCG hereby agrees to indemnify, defend and hold harmless Customer and its employees, contractors, agents, officers and directors (together the “Customer Affiliates”), from and against any and all Losses arising from or as a result of any claim by a third party against Customer or the Customer Affiliates to the extent based on an allegation that the Service or UCG’s technology used to provide the Service infringes or misappropriates any copyright, trade secret, U.S. patent, or trademark right of the third party. In no event will UCG have any obligations or liability under this section arising from: (i) use of the Service in a modified form or in combination with materials not furnished by UCG; (ii) use of any third party app developed using UCG’s API; or (iii) any content, information, or data provided by Customer, End Users, or other third parties. THIS INDEMNITY IS CUSTOMER’S ONLY REMEDY UNDER THIS SUBSCRIBER AGREEMENT FOR ANY VIOLATION BY UCG OF ANY THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS.
    3. Infringement Claims. If the Service becomes, or in UCG’s reasonable judgment is likely to become, the subject of a claim of infringement, then UCG may: (i) obtain the right, at UCG’s expense, for Customer to continue using the Service; (ii) provide a non-infringing functionally equivalent replacement; (iii) modify the Service so that it is no longer infringing. If UCG, in its sole and reasonable judgment, determines that none of the above options are commercially reasonable, then UCG may suspend or terminate Customer’s use of the Service and provide Customer with a pro rata refund of prepaid fees.
    4. Process. The party seeking indemnification will provide prompt notice concerning the existence of an indemnifiable claim and cooperate fully with the indemnifying party in defending the claim. Failure to give prompt notice shall not constitute a waiver of a party’s right to indemnification and shall affect the indemnifying party’s obligations hereunder only to the extent that the indemnifying party’s rights are materially prejudiced by such failure or delay. The indemnifying party will have full control and authority over the defense of any claim; provided, however, that: (i) the indemnified party may join in the defense at its own expense using counsel of its choice; and (ii) any settlement requiring the party seeking indemnification to admit liability or make any financial payment will require such party’s prior written consent, not to be unreasonably withheld or delayed.
  9. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT IN CONNECTION WITH THEIR RESPECTIVE INDEMNIFICATION OBLIGATIONS HEREUNDER, IN NO EVENT SHALL EITHER PARTY OR THEIR RESPECTIVE AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES OR SUPPLIERS BE LIABLE UNDER THIS SUBSCRIBER AGREEMENT FOR (I) ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES; OR (II) LOSS OF USE, DATA, BUSINESS REVENUES, PROFITS (IN EACH CASE WHETHER DIRECT OR INDIRECT), GOODWILL, OR OTHER INTANGIBLE LOSSES. UNDER NO CIRCUMSTANCES WILL UCG BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR CUSTOMER’S ACCOUNT OR THE INFORMATION CONTAINED THEREIN BY ANY THIRD PARTY. THESE LIMITATIONS OF LIABILITY SHALL APPLY REGARDLESS OF WHETHER A PARTY KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

    EXCEPT IN CONNECTION WITH ITS INDEMNIFICATION OBLIGATIONS HEREUNDER, IN NO EVENT SHALL UCG BE LIABLE TO CUSTOMER FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT PAID BY CUSTOMER TO UCG HEREUNDER DURING THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.

  10. Hosting of the Service; Export Restrictions. The Service is controlled and operated from facilities in the United States. UCG makes no representations that the Service is appropriate or available for use in other locations. Customers who access or use the Service from other jurisdictions (or who allow their End Users to do so) do so of their own volition and are responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. If Customer is located outside of the United States, Customer agrees that UCG may transfer, store and process Customer Content in locations other than Customer’s country.

    The export and re-export of Content via the Service may be controlled by the United States Export Administration Regulations or other applicable export restrictions or embargo. The Service may not be used in any country that is subject to an embargo by the United States and Customer may not use the Service in violation of any export restriction or embargo by the United States or any other applicable jurisdiction. In addition, Customer must ensure that the Service is not made available for use by persons or entities blocked or denied by the United States government.

  11. Miscellaneous.

    1. Modifications. UCG may revise this Subscriber Agreement from time to time by posting the modified version on its website at least twenty (20) business days prior to the effective date of the modifications being made; provided, however, that no such modification shall include a reduction in Customer’s rights or UCG’s obligations unless affirmatively agreed to by Customer in advance. If, in UCG’s sole and reasonable discretion, the modifications being proposed are material, UCG will notify Customer of such proposed modifications via email to the email address associated with Customer’s account. By continuing to access or use the Service after the posted effective date of modifications to this Subscriber Agreement that do not include a reduction in Customer’s rights or UCG’s obligations hereunder, Customer agrees to be bound by such modifications.
    2. Governing Law; Dispute Resolution. This Subscriber Agreement will be governed by the laws of the State of Colorado without regard to its conflict of laws provisions. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. Claims relating to this Agreement or the Service will be resolved through final and binding arbitration, except as set forth below. The American Arbitration Association (AAA) will administer the arbitration under it Commercial Arbitration Rules and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Arbitration will be held in Eagle, CO. Notwithstanding these arbitration provisions, either party may bring suit in the federal or state courts located in Eagle, CO solely for injunctive relief to stop unauthorized use or abuse of the Service or infringement of intellectual property rights and both UCG and Customer agree to personal jurisdiction there. All disputes will be resolved on an individual basis and customer may not bring a claim in a class, consolidated or representative action. Class arbitrations, class actions, private attorney general actions, and consolidations with other arbitrators are not allowed under this Subscriber Agreement.
    3. Relationship of the Parties. The parties are and shall be independent contractors with respect to all services provided under this Subscriber Agreement.
    4. Force Majeure. Except for payment obligations, neither UCG nor Customer will be liable for inadequate performance to the extent caused by a condition that is beyond the party’s reasonable control, including but not limited to natural disaster, civil disturbance, acts of terrorism or war, labor conditions, governmental actions and interruption or failure of the Internet or any utility service.
    5. Assignment. Neither this Subscriber Agreement nor any of the rights and licenses granted hereunder, may be transferred or assigned by either party without the other party’s express written consent; provided, however, that either party may assign this Subscriber Agreement without the other party’s consent to an affiliate or in connection with a merger, acquisition, corporate reorganization or sale of all or substantially all of its assets. Any other attempt to transfer or assign this Subscriber Agreement will be null and void.
    6. Entire Agreement. This Subscriber Agreement, together with any Customer purchase order or order form associated herewith (as limited by Section 6), constitutes the entire agreement of the parties concerning the subject matter hereof and supersedes and replaces any prior or contemporaneous understandings and agreements, whether written or oral, with respect to the subject matter hereof. If a court of competent jurisdiction deems any provision of this Subscriber Agreement invalid, the invalidity of such provision shall not affect the validity of the remaining provisions hereof, which shall remain in full force and effect.
    7. No Waiver. No waiver of any term of this Subscriber Agreement shall be deemed a further or continuing waiver of such term or any other term, and a party’s failure to assert any right or provision under this Subscriber Agreement shall not constitute a waiver of such right or provision.
  12. U.S. Government Agencies

    If you are a U.S. Government agency utilizing UCG’s Premium Service in an official capacity, your use of the Service shall be subject to this Subscriber Agreement and this Amendment to UCG Subscriber Agreement Applicable to U.S. Government Customers.



For questions about these or any UCG terms or policies, email us at support@repairtraq.com.

Acceptable Use Policy

Last Updated: March 2, 2017


All users of the UCG Service are expected to comply with this Acceptable Use Policy.

Acceptable Use of the Service

  1. Disruption of the Service.You may not:

    1. access, tamper with, or use non-public areas of the Service, UCG’s computer systems, or the technical delivery systems of UCG’s providers;
    2. probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measure;
    3. access or search the Service by any means other than UCG’s publicly supported interfaces (for example, “scraping”);
    4. attempt to disrupt or overwhelm our infrastructure by intentionally imposing unreasonable requests or burdens on our resources (e.g. using “bots” or other automated systems to send requests to our servers at a rate beyond what could be sent by a human user during the same period of time)
    5. interfere with or disrupt the access of any user, host or network, including, without limitation, by sending a virus, overloading, flooding, spamming, mail-bombing the Service, or by scripting the creation of Content in such a manner as to interfere with or create an undue burden on the Service.
  2. Misuse of the Service.You may not utilize the Service to carry out, promote or support:

    1. any unlawful or fraudulent activities;
    2. the impersonation of another person or entity or the misrepresentation of an affiliation with a person or entity in a manner that does or is intended to mislead, confuse, or deceive others;
    3. activities that are defamatory, libelous or threatening, constitute hate speech, harassment, or stalking;
    4. the publishing or posting other people’s private or personally identifiable information, such as credit card numbers, street address or Social Security/National Identity numbers, without their express authorization and permission;
    5. the sending unsolicited communications, promotions advertisements, or spam;
    6. the publishing of or linking to malicious content intended to damage or disrupt another user’s browser or computer; or
    7. promotion or advertisement of products or services other than your own without appropriate authorization.
  3. Content Standards Within the Service.You may not post any Content on the Service that:

    1. violates of any applicable law, any third party’s intellectual property rights, or anyone’s right of privacy or publicity;
    2. is deceptive, fraudulent, illegal, obscene, pornographic (including child pornography, which, upon becoming aware of, we will remove and report to law enforcement, including the National Center for Missing and Exploited children), defamatory, libelous or threatening, constitutes hate speech, harassment, or stalking;
    3. contains viruses, bots, worms, or similar harmful materials; or
    4. contains any information that you do not have a right to make available under law or any contractual or fiduciary duty.
  4. Violations of this Acceptable Use Policy.In addition to any other remedies that may be available to us, UCG reserves the right to immediately suspend or terminate your account or your access to the Service upon notice and without liability for UCG should you fail to abide by this Acceptable Use Policy. If you are a user of the Service under your employer or organization’s account, UCG reserves the right to notify your employer or organization of any violations of this Acceptable Use Policy.

  5. Modifications.UCG may amend or modify this Acceptable Use Policy from time to time in its sole and reasonable discretion. We will post any such changes on our website. If you object to any such change(s), your sole recourse shall be to cease using the Service. Continued use of the Service following notice of any such changes shall constitute your acknowledgement and acceptance of such changes.

For questions about these or any UCG terms or policies, email us at Support@repairtraq.com.

DMCA Policy

We respect artist and content owner rights and we expect our users to do the same. It is our policy to respond to claims of infringement in compliance with the Digital Millennium Copyright Act of 1998 (“DMCA”). If you are a copyright owner, or authorized on behalf of one, and you believe that the copyrighted work has been copied in a way that constitutes copyright infringement that is taking place through the Service, please complete the following DMCA Notice and deliver it to our Designated DMCA Agent at the contact information provided below.

You must provide the following information in writing in your DMCA Notice:

  1. Identify the copyrighted work that you claim has been infringed;
  2. Identify the material that is claimed to be infringing and where it is located on the Service;
  3. Provide reasonably sufficient information to permit us to contact you, such as your address, telephone number, and, e-mail address;
  4. Provide a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law;
  5. Provide a statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner; and
  6. Provide an electronic or physical signature of a person authorized to act on behalf of the copyright owner;

Deliver the DMCA Notice, with the above information completed, to our Designated DMCA Agent at:

UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND CIVIL PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS’ FEES.

Please be aware that this procedure is only for notifying us that your copyrighted material has been infringed. The preceding requirements are intended to comply with our rights and obligations under the DMCA, including 17 U.S.C. §512(c), but do not constitute legal advice.

In accordance with the DMCA and other applicable law, we have adopted a policy of terminating, in appropriate circumstances, users who are deemed to be repeat infringers. We may also limit access to the Service and/or terminate the accounts of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

For questions about these or any UCG terms or policies, email us at support@repairtraq.com.

Law Enforcement Data Request Guidelines

These guidelines are intended to provide law enforcement authorities with information regarding the process for requesting records from UCG. So that we can ensure compliance with our user Terms of Service and Privacy Policy, we respond only to law enforcement requests that adhere to established legal process and applicable law.

  1. U.S. Legal Process Requirements. We disclose user information solely in accordance with our published Terms of Service and applicable U.S. law, including the federal Stored Communications Act (“SCA”), 18 U.S.C. Sections 2701-2712. In accordance with U.S. law:
    1. A jurisdictionally valid subpoena, issued in connection with an official criminal investigation, is required to compel the disclosure of basic user records, which may include name, length of service, credit card information (including billing address), email address(es), and an IP address, if available.
    2. A court order is required to compel the disclosure of certain records or other information related to a user account (not including contents of communications), which may include message headers and IP addresses, in addition to the basic user records identified above.
    3. A search warrant properly issued under the procedures described in the Federal Rules of Criminal Procedure or equivalent state warrant procedures, based on a showing of probable cause, is required to compel the disclosure of the stored contents of any account, which may include messages, attachments, or other content of communications within a user’s account.
  2. International Legal Requirements. In the case of requests from law enforcement outside of the U.S., a Mutual Legal Assistance Treaty (MLAT) request or letter rogatory may be required to compel the disclosure of the contents of an account.
  3. Account Preservation Requests. We will take reasonable steps to preserve account records in connection with official criminal investigations for a period of 90 days pending our receipt of a formal legal request for user data. You may request the preservation of records via email, fax or mail as indicated below.
  4. Information Required in Connection With Your Request.
    1. Your Contact Information.
      1. Requesting Agency’s name
      2. Requesting Agent’s name
      3. Requesting Agent’s badge/identification number
      4. Requesting Agent’s Agency-issued Email address
      5. Requesting Agent’s telephone number, including extension
      6. Requesting Agent’s mailing address (PO Box not acceptable)
      7. Requested response date (please allow at least 3 weeks for processing)
    2. Data Request Information
      1. Full (first and last) name of the UCG User
      2. Email address(es) associated with the User’s account
      3. A clear and specific description of the data being requested (we will be unable to process overly broad or vague requests)
  5. Data Availability. We will search for and disclose data that is specified with particularity in an appropriate form of legal process and which we are reasonably able to locate and retrieve.
  6. User Notification. UCG’s policy is to notify users of requests for their information, which includes a copy of the request, prior to disclosure so that they may have an opportunity to challenge such request unless: (a) we are prohibited from doing so by law or court order; (b) there are exceptional circumstances, such as an emergency involving the risk of bodily injury or death to a person or group of people or potential harm to minors; or (c) prior notice would be counterproductive (for example, if we believe that the account in question has been hijacked). Law enforcement officials who believe that notification would jeopardize an investigation should obtain a proper court order or other appropriate process establishing that notice is prohibited. Please note that Officer authored affidavits, cover letters or similar statements are not sufficient to preclude notice to our users. Please note that in situations where a data request draws attention to an ongoing violation of our Terms of Service we may, in order to protect our service and its Users, take action to prevent any further abuse, including actions that could notify the User(s) who are the subject of your data request that we are aware of their misconduct.
  7. Submitting Your Request. A data request may be served by certified mail, express courier, or in person at our corporate headquarters at the following address: Upland Consulting Group LLC, 103 E 2nd St, Eagle, CO 81631



For questions about these or any UCG terms or policies, email us at support@repairtraq.com.