THESE TERMS (“TERMS”) GOVERN YOUR ACCESS TO AND USE OF THE PRODUCT THAT YOU ARE ACCESSING BY ACCEPTING THESE TERMS. BY CREATING AN ACCOUNT AND ACCESSING THE PRODUCT, YOU AGREE TO COMPLY WITH THESE TERMS AND ACKNOWLEDGE THAT THIS IS A BINDING AND ENFORCEABLE LEGAL AGREEMENT BETWEEN YOU AND UPTAKE. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ACCESS OR USE THE PRODUCT.

Delivery, Access, and Use of the Product

Delivery of Product. Uptake is making the Product available to You pursuant to: (a) these Terms and the terms and conditions of the applicable Master Subscription Agreement (“MSA”) between Uptake and the entity that granted you access to the Product; or (b) if no MSA exists, these Terms only. In the event of any inconsistency or conflict between these Terms and the MSA, the MSA shall control.

Updates. Any new or enhanced versions of the Product made available are subject to these Terms unless otherwise indicated.

Access to and Use of the Product. Uptake grants You the right to access and use the Product during the Term only as permitted under these Terms. You may use the Product only in a commercially reasonable manner and for Customer’s or Your legitimate business purposes. You will adhere to all laws, rules, and regulations applicable to the access and use of the Product.

Your Account. You will need an account to use the Product. To protect your account, keep your password confidential. You are responsible for the activity that happens on or through your account. If you learn of any unauthorized use of your password or account, notify Uptake as soon as possible.

Third-Party Terms. The Product may contain or otherwise make use of hardware, software, or other materials owned by third parties, including, without limitation, open source software (“Third-Party Products”). Third-Party Products may be licensed under additional license terms that accompany such Third-Party Products, and You acknowledge and agree to comply with these terms. For a non-exhaustive list of open source software components that may be incorporated into or used with the Product, see Uptake’s open source notice.

Restrictions on Use. You agree that You will not: (a) make any part of the Product available to, or use any part of the Product for, anyone other than You and the Customer; (b) sell, resell, license, sublicense, transfer, assign, distribute, make available, rent, or lease any part of the Product, or include any part of the Product in a service bureau or outsourcing offering; (c) use the Product to store or transmit infringing or libelous material or to store or transmit material in violation of third-party intellectual property or privacy rights; (d) use the Product to store or transmit malicious code; (e) interfere with or disrupt the integrity or performance of any part of the Product or third-party data contained therein, (f) attempt to gain unauthorized access to any part of the Product or its related systems or networks; (g) permit direct or indirect access to or use of any part of the Product in a way that circumvents a contractual usage limit, or use any of part of the Product to access or use any of Uptake’s intellectual property except as permitted expressly under these Terms; (h) copy the Product or any part, feature, function or user interface thereof (including any content that is not owned by You or Customer); (i) frame or mirror any part of the Product, other than framing on Your own intranets or otherwise for Customer’s internal business purposes; (j) access any part of the Product in order to build a competitive product or service; or (k) reverse engineer the Product in whole or in part (to the extent such restriction is permitted by law).

Termination. You may terminate these Terms at any time by ceasing use of the Product and deactivating your account. Uptake may immediately terminate Your access to the Product if You breach these Terms. Upon termination of these Terms, You shall cease all use of the Product.

Public / Trial Product Terms. If the Product falls into clause (b) of the “Product” definition, the following terms apply (in addition to the rest of these Terms):

Uptake may terminate these Terms at any time for convenience.

These Terms shall automatically expire at the end of the applicable trial period, and your rights to access and use the Product shall cease unless and until You (or the applicable Customer) and Uptake enter into a subsequent agreement governing Your access to and use of the Product.