Terms of Service

Up360 – Terms of Service (InReachXR)

Last Updated: August 20, 2026

Up360 Inc. (“Up360”, “we”, “us”, “our”) owns and operates InReachXR, an XR content management and distribution platform (the “Platform”). These Terms of Service (“Terms”) apply to users of the Platform (“User”, “you”, “your”) which is made available on our website, https://up360.co/ (“Website”) and through third-party application marketplaces (each such marketplace, an “App Store”).

By using the Platform, you indicate that you have read and accepted these Terms, which constitute a binding legal agreement between you and Up360. If you do not accept these Terms, then do not use the Platform. If you are accepting these Terms on behalf of a corporation or other entity, you represent and warrant that: (i) you are duly authorized to accept the Terms on such entity's behalf and to bind such entity; and (ii) such entity has full power, corporate or otherwise, to enter into these Terms and perform its obligations hereunder.

We may change these Terms from time to time at our sole discretion. We encourage you to review these Terms each time you use the Platform to see if the Terms have been changed, as indicated by the “Last Updated” date set out above. We may, at our sole discretion, highlight the fact that we made material changes by posting a notice on Website and/or by notifying you via the Platform. Any non-material change (such as clarifications) to these Terms will become effective on the date the change is posted and any material changes will become effective thirty (30) days from their posting. Up360 may require you to provide consent to the updated Terms before further use of the Platform is permitted. If you do not agree to any such change(s), you shall stop using the Platform. Otherwise, your continued use of the Platform constitutes your acceptance of such change(s).

The Up360 Privacy Policy governs our use and processing of your personal information. The latest version of our Privacy Policy can be located at https://up360.co/privacy.

ABOUT THE PLATFORM

The Platform is an extended reality (“XR”) content management and distribution platform. The Platform enables the capture and authoring of real-life XR content — including VR video, VR photo, and 3D scans — the curation of such content into interactive courses and lessons, and the distribution of such courses and lessons to learners for playback on the web, on mobile devices, and on VR headsets (all such content, courses, and lessons, collectively, “Content”). The Platform enables organizations, institutions, and businesses wishing to make Content available to their members (collectively, “Organizations”) to access and use Content belonging to Up360, to the respective Organization, or to a third party such as a Creator (defined below).

Organizations wishing to grant Platform access to their members or Creators (defined below) wishing to make Content available via the Platform shall enter into a separate agreement with Up360, which will detail Fees (defined below), scope of engagement, obligations, and other commercial terms (each such agreement, a “Service Agreement”).

REGISTRATION AND ACCESS
1. Account. To use the Platform, you will be required to register for an account (your “Account”). In some cases, you may be provided an Account or Registration Data (as applicable) by your Organization. You agree to (a) provide accurate, current and complete information as may be prompted by any registration forms (“Registration Data”); (b) maintain the security of your password; and (c) maintain and promptly update the Registration Data as necessary to ensure it is up to date. If you think the security of your Account or Registration Data has been compromised, please contact us immediately.
2. App Store Terms. You may access the Platform by downloading the Platform via an App Store. You agree that you will only use the Platform: (i) on the branded device of the applicable App Store, if required by the App Store’s terms and conditions; and (ii) as permitted by any usage rules set forth in the applicable App Store’s terms of service. You acknowledge that these Terms are concluded between Up360 and you only, and App Store has no obligation or liability to you with respect to Platform or these Terms. You acknowledge and agree that App Store is a third-party beneficiary to these Terms as it relates to the App Store’s provision of the Platform to you.
3. Mobile Device Terms. To the extent you download or access the Platform through a mobile device, your wireless service carrier’s standard charges, data rates, and other fees may apply.
CONTENT MARKETPLACE
1. Creators. Creators of original Content (“Creators”) that have entered into a Services Agreement may use the Platform to make Content available to other Users, including licensing Content to other Users for payment where such functionality is enabled. Up360 reserves the sole right to approve Content (in whole or in part) before such Content is made available to Users on the Platform. Up360 reserves the right to (i) ask Creator to edit or modify Content; or (ii) remove or refuse to host or distribute any Content which we reasonably consider to be in breach of these Terms, applicable laws or our other policies.
2. Marketplace. Up360 is only a marketplace for allowing Users to access and use Content. Users contract directly with other Users for Content licenses and are free to negotiate the terms of the Content license. Users are solely responsible for interactions with any other User in connection with the Platform or Content, and we will have no liability or responsibility with respect thereto. We have no control over the conduct of our Users or the truth or accuracy of the information that Users share or post on the Platform. We do not endorse any Users who use or register for the Platform. Notwithstanding the foregoing, Up360 reserves the right, but has no obligation, to become involved in any way with disputes between Users.
PLATFORM PAYMENT TERMS
1. Fees. There are no fees to download the Platform or to register for an Account. Certain content, features, subscriptions, or credits may be offered for a fee, and Up360 may charge a transaction fee to process Content licenses on the marketplace (collectively, “Fees”). As of the Last Updated date above, no purchases are available within the Platform application; where Fees apply, they will be identified and quoted to the User on the Platform or in a Service Agreement before the User incurs them. Any transaction fee charged to a Creator will be calculated as a percentage of the gross total value of the transaction. Up360 reserves the right to change any fees at our sole discretion by providing 30 days’ notice.
2. Payment Method. Where paid features are used, Up360 requires Users to provide approved payment processing information (“Billing Information”) before completing any purchase. Users hereby agree that all payments will be processed by Stripe, a third-party payment processor (“Payment Processor”). Such payments and use of the Payment Processor will be governed by Payment Processor’s terms and conditions and privacy policy. Users shall promptly advise Up360 if their Billing Information changes due to loss, theft, cancellation, expiry or otherwise, and Users shall be liable for any failure to pay Fees caused by out-of-date billing information.
3. Taxes. Fees may be subject to applicable sales taxes which will be determined by Up360 and added to the respective fees. Up360 reserves the right to deduct the Fees and any applicable taxes from User’s account.
4. Creator Taxes. Creator hereby agrees and acknowledges that it is exclusively responsible for determining the amount of all applicable taxes to be charged on all license fees and is exclusively responsible for posting such fees, inclusive of all applicable taxes and any required tax identification numbers, on the invoices generated by the Platform. For greater certainty, Users hereby agree and acknowledge that Up360 is not responsible for calculating, reporting, remitting and withholding any applicable federal, state, provincial, goods, services, value-added, municipal or other taxes associated with User’s license fees. Each User hereby represents and warrants that all tax information it provides in connection with its use of the Platform and Services is accurate. Notwithstanding the foregoing, each User remains solely responsible for ensuring all applicable taxes are properly calculated.
5. Refunds. Except where a refund is required by applicable law or by the policies of the applicable App Store, Up360 does not offer refunds for any Fees or Content licenses.
6. Creator Payout. Where Creators sell Content through the Platform, Creators will be paid out at the end of every month for the licenses sold and provided during the previous month (less any Fees owed to Up360). Up360 shall make the payment to the Creator’s Billing Information and shall provide Creator with a detailed report of the license transactions and Fees.
INTELLECTUAL PROPERTY RIGHTS
1. User License. Subject to your compliance with these Terms, Up360 grants you a non-transferable, non-exclusive, license to (a) access and use the Platform and the Content available thereon, and (b) download, install and use one copy of the Platform, if available, on a device that you own or control for your personal use (the “License”). The Platform is licensed to you and not sold. Except as explicitly provided herein, nothing in the Terms gives you a right to use the Up360 names, trademarks, logos, distinctive brand features, or other intellectual property rights without our prior written consent.
2. Reservation of Rights. The Platform, Content, and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music, and all intellectual property rights related thereto, are the exclusive property of Up360 and its licensors (including but not limited to Content licensors). Use of the Content for any purpose not expressly permitted by these Terms is strictly prohibited.
3. Feedback. If you provide Up360 with any suggestions, comments or other feedback relating to any aspect of the Services (“Feedback”), Up360 may use and incorporate such Feedback in the Services and/or in any other Up360 products or services (collectively, “Up360 Offerings”). Accordingly, you agree that: (a) Up360 is not subject to any confidentiality obligations in respect to the Feedback; (b) the Feedback is not Confidential Information or proprietary information of any third party and you have all of the necessary rights to disclose the Feedback to Up360 as contemplated herein; (c) Up360 (including all of its successors and assigns and any successors and assigns of any of the Up360 Offerings) may freely use, reproduce, publicize, license, distribute, and otherwise commercialize Feedback in any Up360 Offerings; and (d) you are not entitled to receive any compensation or re-imbursement of any kind in respect of the Feedback or its incorporation into the Up360 Offerings. Up360 reserves the right publish Feedback and User comments about Content on the Platform and/or Website so that other Users may consider feedback of other Users regarding Content.
4. User Content. In connection with Content or otherwise, Users may post or submit data, materials and/or content created, uploaded, or otherwise transmitted through use of the Platform (“User Content”). You are solely responsible for your User Content and the consequences of posting, publishing, or distributing such User Content on or through the Platform. Up360 does not control or actively monitor User Content and, as such, does not guarantee the accuracy, integrity, or quality of User Content. Under no circumstances will Up360 be liable in any way for any User Content or a User’s reliance thereon, including, but not limited to, for any errors, omissions, defects, or inaccuracies in any User Content. Although Up360 does not monitor all User Content, we reserve the right to edit, modify or remove any User Content or refuse to host or distribute any User Content which we reasonably consider to be in breach applicable laws or our policies.
5. License to User Content. By submitting, posting or displaying User Content, you grant us (and our agents) a non-exclusive, royalty-free, perpetual, irrevocable, worldwide, fully paid license (with the right to sublicense) to use, copy, modify, transmit, display and distribute such User Content: (i) to the extent necessary to provide the Platform and meet our obligations to you; (ii) to create aggregated market research statistics and insights; and (iii) to improve the Platform.
6. User Content Responsibilities. You affirm, represent, and warrant that: (i) you own or have the necessary licenses, rights, consents, and permissions to post or submit User Content, and to grant Up360 the rights to User Content as contemplated herein; and (ii) you obtained the consent, release, and/or permission of each and every identifiable individual person or entity in your User Content to use the name or likeness of each and every such identifiable individual person or entity in the manner contemplated herein. You are solely responsible for obtaining all necessary licenses, permissions, and consents to ensure User Content can be shared with Up360 as contemplated herein, and you shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of User Content.
7. Usage Data. We may collect and process certain statistical and technical information that is generated when you use the Platform (“Usage Data”). You hereby grant Up360 a non-exclusive, royalty-free, worldwide license to copy, translate, adapt, distribute, or otherwise use or exploit the Usage Data: (i) to create aggregate statistics; (ii) analyze market trends; (iii) improve the Platform, Website or other Up360 products and services; (iv) and for benchmarking purposes.
RESTRICTIONS
1. Our Rights. Up360 reserves the right, at all times and at its sole discretion (but will have no obligation), to terminate or reclaim Accounts. We also reserve the right to access, read, preserve, and disclose any information, including User Content, available to us via the Platform or otherwise that we reasonably believe is necessary to: (i) satisfy any applicable law, regulation, legal process or governmental request; (ii) enforce these Terms, including investigation of potential violations hereof; (iii) detect, prevent, or otherwise address fraud, security or technical issues; (iv) respond to User support requests; or (v) protect the rights, property or safety of our Users and the public.
2. User Restrictions. In using the Platform, you shall not:
  1. copy any content (including User Content) unless expressly permitted to do so herein;
  2. upload, post, email, transmit or otherwise make available any material (User Content or otherwise) that:
    1. is unlawful, harmful, threatening, libelous, invasive of another's privacy, hateful, racially or ethnically objectionable, encourages criminal behavior, gives rise to civil liability, or is otherwise objectionable;
    2. is copyrighted, protected by trade secret or otherwise subject to any third-party rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from their rightful owner to post, distribute, or give Up360 rights in such material (as applicable)
    3. contains falsehoods or misrepresentations that could damage Up360, its affiliates, or any third party;
    4. you do not have a right to make available under any law or contractual relationship;
    5. contains software viruses or any other computer code, files or programs designed to compromises a User’s privacy or to interrupt, destroy or limit the functionality of any data, telecommunications equipment, computer software or hardware;
    6. contains any falsehoods or misrepresentations that could damage Up360, its affiliates, or any third party or create an impression that you know is incorrect, misleading, or deceptive; or
    7. could damage or harm minors in any way;
  3. modify, translate, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Platform;
  4. advertise or offer to sell or buy any goods or services for any business purpose that is not authorized;
  5. further or promote any criminal activity or enterprise or provide instructional information about illegal activities
  6. impersonate any person or entity or misrepresent affiliation with a person or entity;
  7. build a competitive product or service;
  8. collect or store personally identifiable information about other Users;
  9. forge headers or otherwise manipulate identifiers in order to disguise the origin of any material transmitted to or through the Platform or impersonate another person or organization;
  10. license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Platform; or
  11. interfere with or disrupt the Platform or servers or networks connected to the Platform, disobey any requirements, procedures, policies or regulations of networks connected to the Platform or probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures.
3. Acceptable Use. You agree to comply with all applicable laws in connection with the use of the Platform, including but not limited to the provision of any User Content to Up360. You also agree not to access or use the Platform in a manner that utilizes the resources of the Platform more heavily than would be the case for an individual person using a conventional web browser. If your bandwidth usage exceeds reasonable levels, or significantly exceeds the average bandwidth usage (as determined solely by Up360) of other Users, we reserve the right to immediately disable your Account and/or throttle your usage until you can reduce your bandwidth consumption. Fair-use allowances apply to the streaming of Content (including VR streaming); such allowances are set well above normal training use and exist only to cover unusual cases.
4. Competitors. No employee, independent contractor, agent, or affiliate of any business or organization providing capture, management, or distribution of educational or training content or tools that leverage virtual reality, augmented reality, or other immersive technologies is permitted to view, access, or use any portion of the Platform without express written permission from Up360. By viewing, using, or accessing the Platform, you represent and warrant that you are not a competitor of Up360 or any of its affiliates, or acting on behalf of a competitor of Up360 in using or accessing the Platform.
INDEMNITY
1. Indemnification by User. You shall indemnify and hold Up360 and its subsidiaries, affiliates, officers, agents, and employees harmless from all claims, actions, proceedings, demands, damages, losses, costs, and expenses (including reasonable attorneys’ fees), incurred in connection with any materials (including User Content) submitted, posted, transmitted or made available by you through the Platform and/or any violation by you of these Terms, the rights of Up360, a User or any third party, or any applicable law or regulation.
2. Indemnification Conditions. Up360 will provide notice to you of any claim, suit, or proceeding requiring indemnification in accordance with Section 7.1. Up360 reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under Section 8, and you agree to cooperate with any reasonable requests assisting Up360’s defense of such matter. This Section 7.2 does not require you to indemnify Up360 for any unconscionable commercial practice by Up360 or for Up360’s gross negligence, fraud, deception, false promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Platform provided hereunder.
TERM; TERMINATION
1. Termination by Up360. Up360 may, under certain circumstances and without prior notice, immediately terminate your ability to access the Platform or portions thereof. Cause for such termination shall include, but not be limited to: (i) breaches or violations of these Terms, Service Agreement, or any other agreement that you may have with Up360; (ii) requests by law enforcement or other government agencies; (iii) discontinuance or material modification to the Platform (or any part thereof); (iv) unexpected technical, security or legal issues or problems; (v) participation by you, directly or indirectly, in fraudulent or illegal activities; or (vi) verbal, physical, written or other abuse (including threats of abuse or retribution) of any Up360 User, employee, member, affiliate, or officer. You acknowledge and agree that all terminations may be made by Up360 in its sole discretion and that Up360 shall not be liable to you or any third-party for any termination of your access to the Platform or for the removal of any of your User Content or other materials uploaded to or transmitted through the Platform. Any termination of these Terms by Up360 shall be in addition to any and all other rights and remedies that Up360 may have.
2. Result of Termination. Termination or expiration of your access to the Platform will terminate any licenses granted to you hereunder and may also include removal of some or all of the materials, including but not limited to User Content, uploaded or submitted by you via the Platform. On termination you may request deletion of materials uploaded by you to the Services, including but not limited to User Content. To the extent the materials are in Up360’s possession, custody, or control, Up360 will perform such deletion subject to the retention policy in our Privacy Policy.
3. Survivability. Sections 3.1, 3.2, 4, 5.2-5.7, 6, 7, 8.3, and 9-16 will survive the termination or expiry of these Terms.
THIRD-PARTY CONTENT

The Platform and content available thereon (including Content and User Content) may contain links to other websites, content or services that are not owned or controlled by Up360 (collectively, “Third-Party Services”). Up360 is not responsible for the content of any Third-Party Services. Any Third-Party Services accessed from or through the Platform are subject to the terms and conditions of the respective Third-Party Service and you are solely responsible for determining those terms and conditions and complying with them. The presence on the Platform of a link to any Third-Party Service does not imply that Up360 endorses or accepts any responsibility for the content or use of such Third-Party Service, and you hereby release Up360 from all liability and/damages that may arise from your use or reliance on Third-Party Services. In no event shall any reference to any Third-Party Service be construed as an approval or endorsement by Up360 of that Third-Party Service. Up360 is also not responsible for the content available on Third-Party Services or for the delivery of any product or service offered by Third-Party Services. Up360 reserves the right to prohibit or remove (or require you to remove) any link to Third-Party Services, including, without limitation, any link which contains or makes available any Third-Party Service or similar information of the foregoing nature, at any time and at Up360’s sole discretion.

DISCLAIMERS

THE PLATFORM AND ALL MATERIALS PROVIDED THEREON (INCLUDING BUT NOT LIMITED TO CONTENT AND THIRD-PARTY SERVICES) ARE PROVIDED “AS IS” AND UP360 DOES NOT WARRANT THAT THE PLATFORM WILL MEET YOUR SPECIFIC REQUIREMENTS, THAT THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, THAT RESULTS OBTAINED FROM USE OF THE PLATFORM WILL BE ACCURATE OR RELIABLE OR THAT ANY ERRORS IN THE PLATFORM WILL BE CORRECTED. IN ADDITION, UP360 SPECIFICALLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, EITHER EXPRESS, IMPLIED, STATUTORY, BY USAGE OF TRADE, COURSE OF DEALING OR OTHERWISE INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, TITLE, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE. ANY INFORMATION OR MATERIALS (INCLUDING CONTENT AND THIRD-PARTY SERVICES) ACCESSED, USED, RELIED ON OR OTHERWISE OBTAINED THROUGH THE USE OF THE PLATFORM IS AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, LOSS OF DATA, LOSS OF BUSINESS, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING, USING, RELYING ON OR OTHERWISE OBTAINING ANY SUCH INFORMATION OR MATERIALS. UP360 DOES NOT WARRANT, ENDORSE, GUARANTEE, PROVIDE ANY CONDITIONS OR REPRESENTATIONS, OR ASSUME ANY RESPONSIBILITY FOR ANY THIRD-PARTY SERVICES AND UP360 SHALL NOT BE A PARTY TO ANY TRANSACTION THAT YOU MAY ENTER INTO WITH ANY THIRD PARTY IN CONNECTION WITH SUCH THIRD-PARTY SERVICE.

LIMITATION OF LIABILITY

UNDER NO CIRCUMSTANCES SHALL UP360 BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES INCLUDING, WITHOUT LIMITATION, ANY DAMAGES THAT RESULT FROM (I) YOUR USE OF, YOUR INABILITY TO USE, OR YOUR RELIANCE ON THE PLATFORM, (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS, DATA, INFORMATION OR SERVICES, (III) ERRORS, MISTAKES, OR INACCURACIES IN OR ON THE PLATFORM, (IV) ERRORS, MISTAKES, OR INACCURACIES IN OR YOUR RELIANCE ON ANY MATERIALS PROVIDED VIA THE PLATFORM (INCLUDING BUT NOT LIMITED TO CONTENT AND THIRD-PARTY SERVICES), AND (V) AND ANY OTHER LOSS OR DAMAGE OF ANY KIND ARISING FROM OR RELATING TO YOUR USE OF THE PLATFORM. THESE LIMITATIONS SHALL APPLY EVEN IF UP360 HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, UP360’S LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THESE TERMS (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF ACTION), WILL AT ALL TIMES BE LIMITED TO THE GREATER OF (A) ONE HUNDRED DOLLARS ($100). THE FOREGOING LIMITATIONS SHALL APPLY TO THE FULLEST EXTENSION PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

JURISDICTION; DISPUTE RESOLUTION.
1. Jurisdiction. Any dispute or claim relating in any way to your use of the Platform will be governed and interpreted by and under the laws of Ontario, Canada without giving effect to any principles that provide for the application of the law of any other jurisdiction. The parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of Toronto, Ontario with respect to any dispute or claim arising out of or in connection with these Terms. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms and is hereby expressly excluded.
2. Dispute Resolution. You and Up360 shall use all reasonable endeavors to discuss and resolve any dispute which may arise out of or in connection with these Terms. If the dispute cannot be resolved within ten (10) business days, you and Up360 will attempt to settle it in good faith by mediation. To initiate the mediation, a party must give notice in writing to the other party requesting a mediation. A copy of the request should be sent to ADR Chambers. The mediation will take place in Toronto, Ontario and the language of the mediation will be English. The mediation shall be governed by the substantive law of the Province of Ontario. If the dispute is not settled by mediation within thirty (30) days of commencement of the mediation or within such further period as the parties may agree to in writing, the dispute shall be referred to and finally resolved by binding arbitration at ADR Chambers. The arbitration shall be governed by the applicable rules of the Arbitration Act (Ontario), and arbitration proceedings shall take place in Toronto, Ontario before one (1) arbitrator. In the event the parties are unable to agree as to the appointment of an arbitrator for any reason, then such arbitrator shall be selected randomly by ADR Chambers. Each party shall bear its own legal costs in connection with a mediation and/or arbitration under this provision. All information pertaining to any mediation/arbitration under this Section 12 shall constitute Confidential Information.
3. Time Limitation. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Platform or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.
CONFIDENTIALITY.
1. Definition of Confidential Information. As used herein, “Confidential Information” means all confidential and proprietary information of a party (the “Disclosing Party”) disclosed to the other party (the “Receiving Party”) in connection with the Platform and/or these Terms, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including pricing and other terms reflected in Service Agreements, business and marketing plans, technology and technical information, product designs, and business processes. Confidential Information shall not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; or (iv) is received from a third party without breach of any obligation owed to the Disclosing Party.
2. Confidentiality; Protection. The Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of these Terms, except with the Disclosing Party's prior written permission. The Receiving Party agrees to protect the Confidential Information of Disclosing Party in the same manner that it protects its own Confidential Information (but in no event using less than reasonable care).
3. Compelled Disclosure. If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance if the Disclosing Party wishes to contest the disclosure.
4. Remedies. If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in breach of confidentiality protections in these Terms, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the parties that any other available remedies may be inadequate.
SECURITY

Up360 uses appropriate administrative, technical, organizational, and physical security measures designed to protect against unauthorized access, disclosure, and loss of data. However, information sent or received over the Internet is generally unsecure and Up360 cannot and does not make any representation or warranty concerning security of any information (including User Content and personally identifiable information) submitted by you to the Platform. You understand that the technical processing and transmission of information in connection with the Platform, including your User Content, may be transferred unencrypted and involve: (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.

AVAILABILITY AND UPDATES.

Up360 may alter, suspend, or discontinue use or access to the Platform or any parts thereof at any time, at its sole discretion, and for any reason or no reason, without notice, but will endeavor to provide notice of the same. The Platform may be unavailable from time to time due to maintenance or malfunction of computer or network equipment or other reasons. Up360 may periodically add or update the information and materials on the Platform without notice. You may need to update third-party software from time to time in order to use the Platform.

ENTIRE AGREEMENT

These Terms, together with any Service Agreement (as applicable), and any other documents or guidelines incorporated by reference into these Terms, constitute the entire agreement between you and Up360 relating to the Platform. These Terms shall not be modified except by a new posting of these Terms issued by Up360. If any part of these Terms is held to be unlawful, void, or unenforceable, that part shall be deemed severed and shall not affect the validity and enforceability of the remaining provisions. The failure of Up360 to exercise or enforce any right or provision under these Terms shall not constitute a waiver of such right or provision. Any waiver of any right or provision by Up360 must be in writing and shall only apply to the specific instance identified in such writing. You may not assign the Terms, or any rights or licenses granted hereunder, whether voluntarily, by operation of law, or otherwise without Up360’s prior written consent. We may assign these Terms without restriction. Notices to you may be made via either email or by displaying notices or links to notices generally on the Platform or Website. Up360 will not be in default hereunder by reason of any failure or delay in the performance of its obligations where such failure or delay is due to civil disturbances, riot, health epidemics or related restrictions, hostilities, war, terrorist attack, embargo, natural disaster, acts of God, flood, fire, sabotage, fluctuations or unavailability of electrical power, network access or equipment, or any other circumstances or causes beyond Up360’s reasonable control.