TERMS AND CONDITIONS OF USE

These Terms and Conditions of Use (referred to as “Terms” or “Terms of Use”) govern your relationship with the YOUPS website (the “Website”) and application (the “Application”) operated by Apace LTD. (“us“, “we“, “our“, “Company”, or “YOUPS”).

Apace LTD. is a corporation registered under the laws of Kazakhstan. These Terms refer to all websites that we own and operate, including the websites located at www.youps.io, and all related websites, our applications and/or APIs, and online services (our “Website” or “Platform”), as well as our other services, offerings, and other interactions (e.g., customer service inquiries, user collaborations, etc.) you may have with us (together with our Website and Application, collectively referred to as the “Services”). If you do not agree with these Terms, you should not use our Services. These Terms do not apply to any third-party applications or software that integrate with the Website or Application (“Third-Party Services”), or any other third-party products, services or businesses.

Your access to and use of the Services is based on your acceptance of and compliance with these Terms. These Terms apply to all visitors, users and others who access or use the Website and/or Application.

By accessing or using the Website or the Application you agree to be bound by these Terms and accept all legal consequences. If you do not agree to these terms and conditions, in whole or in part, please do not use the Services.

1. DEFINITIONS

CONSULTANT: an individual, organization or corporation that registers on the YOUPS Platform and is vetted by the Company in compliance with a Consulting Agreement, the Platform’s Terms of Use and Privacy Policy for the purpose of providing Services to Customers.

CUSTOMER: means an individual or organization that registers on the YOUPS Platform in compliance with the Platform’s Terms of Use and Privacy Policy for the purpose of acquiring a Services from Company or from Consultants;

SERVICE(S): individually or collectively means the specific clothing selection services to be provided by the Consultant under the agreement with a Customer and the Company, that is facilitated by the Website. Each Customer’s request shall detail the Services to be performed and shall be subject to all of the terms and conditions of this Agreement as well as the Company’s Terms of Use and Privacy Policy.

USER: someone who accesses, posts, messages, edits, browses, or in any way uses our Website and/or Application.

WE, US, and OUR : refers to YOUPS.

YOU and YOUR : refer to you, as a user of our Website and/or Application.

APPLICATION: proprietary technology that enables Customers to purchase Services developed by YOURS and its affiliates.

CONTENT: text, images, photos, audio, video, documents, reviews, feedback and all other forms of data or communication.

SITE and/or APPLICATION CONTENT: all of the Content that is made available in connection with our Website and/or APPLICATION, including Your Content, User Content, Third Party Content, and YOUPS Content.

YOUPS CONTENT: Content that we create and make available in connection with our Website and/or Application.

THIRD PARTY CONTENT: means Content that originates from parties other than YOUPS or its users, which is made available in connection with our Website and/or Application.

USER CONTENT: means Content that users submit or transmit to, through, or in connection with our Website and/or Application.

YOUR CONTENT: Content that you submit or transmit to, through, or in connection with our Website and/or Application, such as files, images, posts, comments, invitations, messages, reviews, feedback and information that is generated, posted and/or displayed privately and publicly on our Platform.

2. CHANGES TO TERMS OF USE

2.1. We may modify these Terms from time to time. You understand and agree that your access to or use of our Website and/or Application is governed by the Terms effective at the time of your access to or use of our Website and/or Application. If we make material changes to these Terms, we will notify you by email or by posting a revised version of the Terms on our Site. We will also indicate at the top of this page the date that revisions were last made.

2.2. You should revisit these Terms on a regular basis as revised versions will be binding on you. You understand and agree that your continued access to or use of our Website and/or Application after the effective date of modifications to the Terms indicates your acceptance of the modifications.

3. TERMS OF USING OUR WEBSITE AND APPLICATION

3.1. Eligibility

Customers: To access or use our Website and/or Application, you must be over the age of majority and have the requisite power and authority to enter into these Terms. You may not access or use our Website and/or Application if we have previously banned you from our Website and/or Application or close your account.

3.2. Permission to Use the Website and/or Application

We grant you permission to use our Website and/or Application subject to the restrictions in these Terms. Your use of our Website and/or Application is at your own risk.

3.2. Website and Application Availability

Our Website and/or Application may be modified, updated, interrupted, suspended or discontinued at any time without notice or liability.

3.3. User Accounts

You must register by creating an account and provide certain information about yourself in order to use some of the features that are offered through our Website and/or Application. You are responsible for maintaining the confidentiality of your account password. You are also responsible for all activities that occur in connection with your account. You agree to notify us immediately of any unauthorized use of your account. We reserve the right to close your account at any time for any or no reason.

3.4. Communications from YOUPS

By creating an account, you agree to receive certain communications in connection with your use of our Website and/or Application. If you have subscribed to them, you also will receive email marketing and product-related newsletters from us or notices on the Website and/or Application.

3.5. User Profile

If you register and create a profile, you may utilize our Website and/or Application to request Services in compliance with the Terms and during the period stated in your acceptance. Accordingly, you agree not to utilize our Website and/or Application in a manner that diminishes and/or tarnishes our image and/or reputation, and that we may terminate your User Profile and/or license to use our Website and/or Application immediately if you do so.

We may use third party services and social media platforms to facilitate registration or login to the platform. These third-party websites may have different terms, policies and practices than YOUPS. We do not assume any responsibility for the terms, policies, practices, actions or omissions of the third parties operating these websites. We strongly encourage you to read the privacy policies of these websites to enable you to make an informed decision whether or not to access the platform using these third-party websites. We also prohibit the user of YOUPS’s intellectual property on these third-party websites in a way that is in breach of the prohibited uses of our content and platform as outlined in these Terms.

4. CONTENT

4.1. Content Guidelines

4.1.1. The purpose of our Website and/or Application is to provide a neutral Platform that facilitates the provision of professional services to be provided by Consultants to Customers in manner that is compliant with these Terms. You confirm that the content provided on the Website is true and accurate. You also commit to maintain an updated User Profile, that represents the most up-to-date set of content related to your User Profile.

4.1.2. Our Website and/or Application allows you to post, link, store, share and otherwise make available certain information, text, graphics, videos, or other material (“Content”) in private communications between Customers and Consultants. You are responsible for the Content and/or Application that you post to the Website, including its legality, reliability, and appropriateness.

4.1.3. By posting Content to the Website and/or Application, you grant us the right and license to use and distribute such Content on and through the Website and/or Application for the purpose of facilitating the Services to be provided by Consultants. You retain any and all of your rights to any Content you submit, post or display on or through the Website and/or Application and you are responsible for protecting those rights.

4.1.4. You represent and warrant that: (i) the Content is yours (you own it) or you have the right to use it and grant us the rights and license as provided in these Terms, and (ii) the posting of your Content on or through the Website and/or Application does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person.

4.1.5. We reserve all rights to block or remove communications or materials that we determine to be: (a) abusive, defamatory, or obscene; (b) fraudulent, deceptive, or misleading; (c) in violation of a copyright, trademark or, other intellectual property right of another or; (d) offensive or otherwise unacceptable to us in our sole discretion.

4.1.6. You acknowledge that, by providing you with the ability to view and distribute user-generated content on the Website, we are merely acting as a passive conduit for such distribution and is not undertaking any obligation or liability relating to any contents or activities on the Website and/or Application.

4.2. Responsibility for Your Content

4.2.1. You alone are responsible for Your Content and assume all risks associated with Your Content. You represent that you own, or have the necessary permissions to use and authorize, the use of Your Content as described herein.

4.2.2. You may expose yourself to liability if, for example, (i) Your Content contains material that is false, intentionally misleading, or defamatory; (ii) violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (iii) contains material that is unlawful, including illegal hate speech or pornography; (iv) exploits or otherwise harms minors; or (v) violates or advocates the violation of any law or regulation.

4.3. Prohibited Conduct

Examples of prohibited uses of our website and Platform

The following are examples of uses that are prohibited on the Website or when using the Website and or Application Services:

• Directly or indirectly causing the intellectual property of YOUPS such as its trademarks, copyright, patents or trade secrets and/or using such intellectual property to be used in a way not permitted by these Terms of Use, YOUPS’s Privacy Policy, or agreements with its consultants.
• Seeking, offering, promoting, supporting, or endorsing services, content, or activities that:

- are defamatory, illegal, violent, profane, vulgar, threatening, unlawfully discriminatory, illegal, pornographic, obscene, or sexually explicit in nature;

- would violate the intellectual property rights, such as and including copyrights, of another person, entity, service, product, or website;

- would violate (a) the Terms of Use, (b) the terms of service of another website or any similar contractual obligations, or (c) the academic policies of any educational institution;

- regard the creation, purchase, and/or publication of a review for a third-party website;

- regard the creation, publication, or distribution of “fake news”, “hoax news”, Deep Fake content or similar content, which is, in Company’s sole discretion, determined to be intended to mislead recipients for personal, financial, political or other gain or advantage;

- regard or promote in any way any escort services, prostitution, or sexual acts; or

- any conduct that is, in YOUPSa’s determination, violent or harassing toward another person or endorses or encourages violence or harassment towards others, including based on the individual’s or group’s inclusion in a protected class as defined by applicable law;

• Fraudulent or misleading uses or content, including:

- misrepresenting your experience, skills, or information, including by representing another person’s profile, or parts of another person’s profile, as your own;

- using a profile photo that is not you, misrepresents your identity or represents you as someone else, or any other activity that misrepresents your identity;

- impersonating any person or entity, including, but not limited to, an YOUPS representative, forum leader, or falsely stating or otherwise misrepresenting your affiliation with a person or entity;

- falsely stating or implying a relationship with another User

- falsely attributing statements to any YOUPS representative, forum leader, guide or host;

- falsely stating or implying a relationship with YOUPS or with another company with whom you do not have a relationship;

- allowing another person to use your account, which is misleading to other Users; or

- falsely stating that you will perform provide Services when another will in fact perform the work

• Expressing an unlawful preference in a Services request or otherwise unlawfully discriminating on a protected basis;
• Inciting or encouraging violence;
• Posting identifying information concerning another person;
• Spamming other Users with proposals or invitations, including by making unsolicited contact of Users on or off the Platform
• Requesting or demanding free services, including requesting Consultants to submit work as part of the proposal process for very little or no money
• Duplicating or sharing accounts;
• Selling, trading, or giving an account to another person;
• Directly or indirectly, advertising or promoting another website, product, or service similar to YOUPS or soliciting other Users for other websites, products, or services
• Interfering or attempting to interfere with the proper operation of the Website or Website and/or Application Services or any activities conducted on the Website, including by:

- bypassing any measures we may use to prevent or restrict access to the Website and/or Application or any subparts of the Website and/or Application, including, without limitation, features that prevent or restrict use or copying of any content or enforce limitations on use of the Site or the content therein;

- attempting to interfere with or compromise, or actually interfering with or compromising, the system integrity or security of the servers running the Website and/or Application, or attempting to or deciphering any transmissions to or from the servers running the Website and/or Application;

- using any robot, spider, scraper, or other automated means to access the Website and/or Application for any purpose without our express written permission;

- collecting or harvesting any personally identifiable information, including Account names, from the Website and/or Application;

- attempting to or imposing an unreasonable or disproportionately large load (as determined in YOUPS’s sole discretion) on the Website’s and/or Application’s infrastructure;

- introducing any invalid data, virus, worm, or other harmful or malicious software code, agent, hidden procedure, routine, or mechanism through or to the Website and/or Application that is designed to or known to cause to cease functioning, disrupt, disable, harm, or otherwise impair in any manner, including aesthetic disruptions or distortions, the operation of (or to allow you or any other person to access or damage or corrupt data, storage media, programs, equipment, or communications or otherwise interfere with operations of or on) the Website and/or Application or any software, firmware, hardware, computer system, or network of YOUPS or any third party;

- accessing or attempting to access the Website or Website and/or Application Services by any means or technology other than the interface provided; or

- framing or linking to the Website or Website and/or Application Services except as permitted in writing by YOUPS.

• Conduct or actions that could jeopardize the integrity of or circumvent the Website, Website and/or Application Services or YOUPS’s proprietary information, including:

attempting to or actually reverse-engineering, modifying, adapting, translating, preparing derivative works from, decompiling, or interfering with the operation of, or otherwise attempting to derive source code from, any part of the Website or Website and/or Application Services unless expressly permitted by applicable law or YOUPS; or accessing or using the Website or Website and/or Application Services to build a similar service or application, identify or solicit YOUPS Users, or publish any performance or any benchmark test or analysis relating to the Website and/or Application.

4.4. Ownership and Intellectual Property

4.1. As between you and YOUPS, you own Your Content. We own the YOUPS Content, including but not limited to the visual interfaces, interactive features, graphics, branded files and templates, promotional assets, design and all other elements and components of our Website and/or Application excluding Your Content, User Content, and Third Party Content. We also own the copyrights, trademarks, service marks, trade names, moral rights and other intellectual and proprietary rights throughout the world (“IP Rights”) associated with the YOUPS Content and our Website and/or Application, which are protected by copyright, trade dress, patent, trademark laws and all other applicable intellectual and proprietary rights and laws. As such, you may not modify, reproduce, distribute, create derivative works or adaptations of, publicly display or in any way exploit any of the YOUPS Content in whole or in part except as expressly authorized by us. Except as expressly and unambiguously provided herein, we do not grant you any express or implied rights, and all rights in and to our Website and/or Application and the YOUPS Content are retained by us.

4.2. The Consultant shall retain all Intellectual Property Rights in and to all of the Consultant’s Content that is developed independently of the Website and/or Application without use of the Company’s or the Customer’s Confidential Information or Intellectual Property Rights. The Consultant hereby grants the Company and the Customer a royalty-free, irrevocable, worldwide, paid-up, non-exclusive license to use, copy, disclose, modify, enhance, create derivative works (and own the derivative portion but not the original version) of, and distribute (but not resell or sublicense) the Consultant’s Content incorporated into the Engagement documents or necessary for the full utilization of the Website and

4.3. The Customer will be the exclusive owner of all Content provided to the Consultant under these Terms, within the course of the Services and all Intellectual Property Rights therein. All Customer Content constitutes the Confidential Information of Customer. The Consultant shall not use any of the Customer’s Content during or after these Terms are in effect or in performance of the Services for Customers other than the Company’s Customers.

5. AVAILABILITY, ERRORS AND INACCURACIES

5.1. In order to provide exceptional service, and accuracy, we regularly update the products and Services on the Website and/or Application.

5.2. We cannot and do not guarantee the accuracy or completeness of any information, including prices, product images, specifications, availability, Services or the quality of work of Consultants. We reserve the right to change or update information and to correct errors, inaccuracies, or omissions at any time without prior notice.

5.3. Despite our best efforts, the products or Service available on our Website and/or Application may have an error regarding the price, be inaccurately described, or be unavailable.

5.4. We may experience delays in updating information on the Website and/or Application and in our advertising on other websites.

6. ACCOUNTS

6.1. When you create an account with us, you must provide us information that is accurate, complete, and current at all times. Failure to do so constitutes a breach of the Terms, which may result in immediate termination of your account on our Website and/or Application.

6.2. You are responsible for safeguarding the password that you use to access the Website and/or Application and for any activities or actions under your password, whether your password is with our Website and/or Application or a third-party service.

6.3. You agree not to disclose your password to any third-party. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account.

6.4. You may not use as a username the name of another person or entity or that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than you without appropriate authorization, or a name that is otherwise offensive, vulgar or obscene.

7. LINKS TO OTHER WEB SITES OR APPLICATION

7.1. The Website and/or Application may contain links to third-party web sites or services that are not owned or controlled by YOUPS.

7.2. YOUPS has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party web sites or services. You further acknowledge and agree that YOUPS shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such websites or services.

We strongly advise you to read the terms and conditions and privacy policies of any third-party websites or services that you visit.

8. VIRTUAL COMMUNICATIONS, ELECTRONIC COMMUNICATIONS AND FILE STORAGE

During the course of providing Services to Customers through the Website and/or Application, YOUPS may use video conferencing and other virtual communications technologies. You may also exchange electronic versions of documents and content using commercially available software that may be vulnerable to attack by viruses and other destructive electronic programs. As a result of our countermeasures undertaken in this regard, our system may occasionally reject a communication you send, or that is rejected by your system. Accordingly, YOUPS cannot guarantee that all communications and documents will always be received or that such communications and documents will always be virus free, and we make no warranty with respect to any electronic communications between Consultants and Customers or between you and us. In addition, YOUPS makes no warranty with respect to the security of any virtual or electronic communication between you and you consent to our exchange of virtual or electronic communications, including confidential documents, unencrypted.

9. TERMINATION

9.1. We may terminate or suspend access to our Website and/or Application immediately, without prior notice or liability, for any reason whatsoever, including, without limitation, if you breach these Terms or any other agreements between you and YOUPS.

9.2. All provisions of the Terms shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

9.3. Upon termination, your right to use the Website and/or Application will immediately cease. If you wish to terminate your account, you may simply discontinue using the Website and/or Application or request your account’s deletion.

10. INDEMNIFICATION

10.1 You agree to indemnify, defend and hold harmless YOUPS, its principals, officers, directors, representatives, employees, contractors, licensors, licensees, suppliers and agents, from and against any claims, losses, damages, losses, obligations, costs, actions or demands arising out of the following by the Indemnifying Party or its personnel, agents or representatives for (a) negligence or willful misconduct in connection with these Terms or (b) a breach of these Terms.

These include but are not limited to: (a) fees resulting from your use of the Website and/or Application; (b) your breach of any of these Terms; (c) anything you post on or upload to the Website and/or Application; and (d) any activity related to your account. This includes any negligent or illegal conduct by you, any person or entity accessing the Website and/or Application using your account whether such access is obtained via fraudulent or illegal means.

11. LIMITATION OF LIABILITY

11.1. YOUPS, its directors, employees, partners, agents, suppliers, or affiliates, shall not be liable for any loss or damage, direct or indirect, incidental, special, consequential or punitive damages, including without limitation, economic loss, loss or damage to electronic media or data, goodwill, or other intangible losses, resulting from (i) your access to or use of the Website and/or Application; (ii) your inability to access or use the Website and/or Application; (iii) any conduct or content of any third-party on or related to the Website and/or Application; (iv) any content obtained from or through the Website and/or Application; and (v) the unauthorized access to, use of or alteration of your transmissions or content, whether based on warranty, contract, tort (including negligence) or any other claim in law, whether or not we have been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed of its essential purpose.

12. GOVERNING LAW

Apace LTD. will apply to any Dispute (except where prohibited by law).

To the fullest extent allowable by law, the laws of Kazakhstan., without regard to its conflict of laws rules, shall apply to any Dispute arising out of or relating to this Terms, the Service, or your relationship with YOUPS.

13. Contact Us

If you have any questions about these Terms, please contact us at:

Mail: Kazakhstan, Astana, Almaty area, Prosepkt Abylay hana, building 23, apt. 14, 010000

Email: support@youps.io