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UpPass Terms and Conditions

Last updated: [26 September 2021]

These Terms and Conditions (“Terms”) are entered into between Collective Wisdom Company Limited (the “Company”) and you (the “Client”) who has registered to use the Company’s tools, “UpPass”. UpPass is the tool that the Company has developed for the purpose of providing identity verification of the end-user of each Client for various purposes and providing other related services (the “Services”). Under the Terms, the Company intends to license the use of UpPass tools and to perform the Services to the Client for the purpose of verifying the identity of the relevant end-user who registers to use various services of the Client (the “User”).

Upon the Client’s registration for the user account on UpPass and/or accepting any terms and conditions to perform Services and to license UpPass,the Company shall deem that the Client agrees to be bound by the Terms. In case that any Client refuses to accept or agree to the Terms, the Company shall reserve the right to refuse to license UpPass or provide any Services to the Client so please cease using our websites UpPass and/or the Services immediately.

Scope of Application:

These Terms shall only be applicable to the license of UpPass and the performance of the relevant Services by the Company and shall not be extended to cover other third-party service providers or any third party whose services or platform that may be linked to UpPass. The Company shall not and shall not be deemed to give any representation and warranty to the performance of those third-party that are beyond the control of the Company. The Client agrees and acknowledges sole responsibility for and assumes all risk arising from using any third-party websites or resources.

UpPass Key Objectives.

The key purpose of UpPass is to offer the Client the ability to: (I) easily create simple yet highly functional website-based identity verification of the User; and (ii) to manage the identity verification process through dashboard and project management tools. The web-based solely designed and developed by the Client that will be used to connect and redirect from the UpPass identity verification system that the Client shall be entitled to make relevant customization to match their style or corporate identity is collectively referred to herein as (“Client Platform”).

Upon the completion of the customization and design made on UpPass, the Company shall provide the URL of customized verification website to the Client for redirecting their User from Client Platform to UpPass in order to process the identity verification pursuant to the Terms.

  1. Scope of Services
    1. UpPass shall license the right to use UpPass as the identity verification tools to the Client on the non-exclusive basis for the Client to use in the development of the Client Platform.

      For the avoidance of doubt, the key function of UpPass shall include customize onboarding software as a service, facial recognition technology, facial comparison, OCR functionalities on ID documents, verification database access, and all enhancements, features and improvements thereto; provided that the detailed specification of each function of UpPass shall be defined in writing by the Company (the “Specification”) and the Company shall only be obliged to assure the performance of UpPass in strict compliance with the Specification defined.

    2. In the performance of UpPass functions and Services, the Client agrees and acknowledge that the Company shall become the data processor for the process of the User's personal data (including without limitation the identity information and biometric data, i.e. facial recognition) and the Client shall be solely responsible and liable for ensuring the Client’s legitimate rights to process the User's personal data and to share those personal data to the Company in the process of performing UpPass function and Services, including without limitation the announcement of the relevant privacy notice and/or the obtainment of the explicit consent from the User on the Client Platform; provided that the Company commits to only process those personal data on the necessary basis for the performance of the Company’s obligations under these Terms and pursuant to the privacy notice that the Company may announce and declare on UpPass.

    3. The Client who has the direct obligations and interface with the User through the performance of any service on Client Platform shall be solely responsible and liable to the relevant User and the Client shall indemnify the Company from any damages, costs, expenses or compensation claimed by any third party for the performance of Company pursuant to these Terms and the order or instruction made by the Client.

  2. Limitation of Liability
    1. The Client shall agree and acknowledge as follows:

      1. UpPass shall only perform the identity verification service that shall meet the Identity Assurance Level (IAL) of IAL2 based on the standard of United State National Institute of Standards and Technology (NIST), meaning UpPass shall only verify the User identity based on the information obtained directly from the User.

        In the event of fault identity verification arisen from the provision of false information, fraud, deception by the User or by the Client via the Client Platform, or any provision with abusive purposes, the Company commits to use our best effort, to the extent permissible and feasible within the Company’s technical and economic capacity, to prevent the fault verification; provided that, in any circumstances even with the slight possibility, UpPass should not be held liable for any loss or damage from the UpPass failure in detecting such fault.

      2. UpPass may not support or shall not be compatible to use with all versions of browser and the Company shall not be responsible to the Client for any failure to fully use UpPass due to the incompatibility of browser versions. Please study more about the support browser version as advised by the Company.

      3. The Company shall have no liability for any claim, loss or damage arisen from the use of UpPass resulting of circumstances outside of the Company’s control, including without limitation an inappropriate use of the UpPass by the Client or the User.

    2. To the fullest extent permitted by law in each applicable jurisdiction, the Company, its officers, directors, shareholders, employees, affiliates and/or agents shall not be liable to the Client for any direct, indirect, incidental, special, punitive, exemplary, consequential damages or damages for lost profits, lost revenues, lost savings, lost business opportunity, loss of data or goodwill, service interruption, computer damage or system failure or the cost of substitute services of any kind arisen out of the use of UpPass, whether based on warranty, contract, tort (including negligence), product liability or any other legal theory, and whether or not the Company has been informed of the possibility of such damage. Such exempted liability under this Clause include without any limitation any damages resulting from (1) errors, mistakes, or inaccuracies of or in any content; (2) any personal injury or property damage related to the use of UpPass and/or the Services; (3) any interruption or cessation of transmission to or from the UpPass and/or the Services; (4) the events beyond the reasonable control of the Company, including any internet failures, equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, floods, storms, earthquakes, explosions, acts of God, war, terrorism, intergalactic struggles, governmental actions, orders of courts, agencies or tribunals or non-performance of third parties; and/or (5) loss of use, data, profits, goodwill, or other intangible losses suffered by the Client, resulting from the use or the inability to use any or all of UpPass and/or the Services.

    3. The Company shall have the sole and absolute discretion as to the means, manner, and method for performing UpPass and/or the Services, including those regarding the hosting, transmission, publication and/or display of any Client Platform and/or Client Content (including the inclusion and presentation of any advertisements or other commercial content with respect thereto) as long as the performance of UpPass and/or the Services still meet the Specification and in accordance with the Terms.

    4. The Client shall acknowledge and agree that to the fullest extent permitted under the applicable laws, the Company provide UpPass and/or Services on an “As Is”, “with all faults” and “As Available” basis, without any warranties of any kind, including any implied warranties or conditions of merchantability, fitness for a particular purpose, workmanlike effort, non-infringement, or any other warranty. The Company specifically do not represent or warrant that UpPass and/or the Services (or any part, feature or content thereof): (i) are complete, accurate, of any certain quality, reliable or secure in any way, (ii) suitable for or compatible with any of the Client (or the Users’) contemplated activities and specific desires, (iii) comply with any laws applicable to the Client or the Users (including in any jurisdiction in which the Client operate), (iv) be free of any viruses, bugs or other harmful components or program limitations.

  3. User Account

    In order to access and use UpPass and the associated Services, in particular in the creation or transaction made relating to the Client Platform, the Client shall first register and create an account with UpPass (the “User Account”).

    1. If anyone other than the Client yourself accesses the User Account and/or any of the Client Platforms’ settings, such person may perform any actions available to the Client, make changes to the Client Platform and in such circumstance, the Company shall deem that all such activities be deemed to have occurred on behalf and in the name of the Client and shall have the legal binding effect on the relevant Client. The Client shall be solely and fully responsible for all activities that occur under the relevant Client’s User Account and/or Client Platform (including for any representations, warranties and undertakings made therein), whether or not specifically authorized by the Client, and for any damages, expenses or losses that may result from such activities.

    2. The Client shall provide accurate and complete information when registering the relevant User Account and using the UpPass function and Services, to which you are the sole and exclusive rights holder.

    3. In case of a dispute on User Account ownership, the Company reserves the right to avoid performing any instruction made and/or suspend a User Account until the parties disputing such ownership, reach a resolution, without incurring any liability claimed from the Client to the Company.

    4. If any transaction or Services transacted that may incur any fee were purchased via the relevant Client’s User Account, the Company shall deem that those purchases are legally executed and the applicable fees shall be billed to the relevant Client.

    5. Notwithstanding the forgoing, the Company shall have the right, yet not the obligation, to determine the ownership of Client Content and/or a Client Platform as t chooses, including by ignoring the indications set forth above, in event the Company deems, at its sole and final discretion, that the situation justifies such determination, all based upon the factual situation as determined by and made available to the Company.

  4. Fees, Taxes and Payment
    1. The use of certain UpPass function and/or the use of the Services may be subject to payment of particular fees (the “Paid Services”) as stipulated and agreed between the Company and the relevant Client (the “Fee”); provided that the Company reserves the right to change its Fees at any time, upon notice to the Client if such change may affect the Client's existing subscriptions.

    2. All Fees shall be deemed to be in U.S. Dollars, except as specifically stated otherwise in writing by the Company. To the extent permitted by law (and unless specified otherwise by the Company in writing), all Fees are exclusive of all taxes (including value added tax, sales tax, goods and services tax, etc.), levies or duties imposed by taxing authorities (the “Taxes”), and the Client shall be responsible for payment of all applicable Taxes relating to the use of UpPass and/or the Services, or to any payments or purchases made by the Client.

    3. If the Company is obligated to collect or pay Taxes for the Fees payable by the Client, and whether or not such Taxes were added and collected from the Client for previous transactions, such Taxes may be added to the payment of any outstanding Fees and will be reflected in the invoice for such transaction.

    4. The Company shall not be responsible for any additional fees the Client may be charged by third parties in connection with the purchase of paid Services or in connection with the renewal thereof (such as international transaction fees, currency exchange fees or fees due to banks or credit card companies).

    5. As part of registering or submitting information to receive Paid Services, the Client shall be deemed to authorize the Company (either directly or through its affiliates, subsidiaries or other third parties) to request and collect payment of the Fees from the relevant payment provider or the Client’s designated banking account, and to make any inquiries the Company or its affiliates may consider necessary to validate the Company’s designated payment account or financial information, in order to ensure prompt payment, including for the purpose of receiving updated payment details from the Client’s payment, credit card or banking account provider (e.g., updated expiry date or card number as may be provided to us by your credit card company).

    6. The Company and/or its affiliated companies will issue an invoice or credit memo for any payment of Fees or refund made to or by the Company (the “Invoice”). Each Invoice will be issued in electronic form and based on the country stated in the relevant Client’s billing address, and will be made available to the Client via the User Account and/or by e-mail.

    7. In case that the Client fails to make any payment obligated under these Terms within the payment timeline, the Company shall be entitled to: (i) suspend the access to UpPass and/or the Services until the full payment has been made; (ii) charge any applicable interest rate on the unpaid amount of the fee; (iii) exercise the right to terminate these Term; and/or (iv) exercise any other rights that the Company may have under these Terms and the applicable laws.

    8. In order to ensure that the Client do not experience any interruption or loss of services in using UpPass, certain Paid Services include an automatic renewal option by default, according to which, unless the relevant Client turn-off the auto-renewal option, such Paid Services will automatically renew upon the end of the applicable subscription period, for a renewal period equal in time to the original subscription period (excluding extended periods) and, unless otherwise notified to the Client, at the same price (the “Renewing Paid Services”). By entering into these Terms and by purchasing a Renewing Paid Service, the Client acknowledges and agrees that the Renewing Paid Service shall automatically renew in accordance with the Terms.

  5. Client’s Warranties
    1. By registering and creating User Account with UpPass, the Company shall deem that Client warrants and represents as follows:

      1. Eligibility The Client is capable of forming a binding contract and eligible and not barred to use UpPass and other Services under the applicable laws; provided in case that Client is the corporate entity, the relevant corporate authorization has been granted pursuant to the Client’s constituent document;

      2. Account Registration. All information the Client provided to UpPass is correct and accurate and does not cause any misunderstanding.

      3. Client Platform. The Client represent and warrants, among other things, that:

        1. The Client own all rights in and to any content uploaded or provided by the Client, or imported, copied or uploaded to the Client Platform , including any designs, images, animations, videos, audio files, fonts, logos, code, illustrations, compositions, artworks, interfaces, usernames, information you provide for the purpose of creating a subdomain name, text, literary works and any other materials (the “Client Content”), or otherwise have (and will continue to have) the full power, title, licenses, consents and authority, in and to the Client Content, as necessary to legally access to, import, copy, use, publish, transfer or license such Client Content, by the Client and the Company or any of our affiliates;

        2. The Client Content is (and will continue to be) true, current, accurate, non-infringing upon any third-party rights, and in no way unlawful for you to upload, import, copy, possess, post, transmit, display or otherwise use, in the country in which the Client or the User reside, or for the Company and/or the Users to access, import, copy, upload, use or possess in connection with the UpPass;

        3. The Client has obtained all consents and permissions required under all applicable laws, regarding the posting, transmission and publication of any personal information and/or image or likeness of any person, entity or property which is part of the Client Content, and you will adhere to all laws applicable thereto.

      4. At any time when the Company exercise their rights, but not obligations, to inspect and review the representations and warranties given and finds out the breach of these representation and warranties, the Company shall reserve the right to cease, suspend or terminate the provision of UpPass access and/or Services immediately without any prior notice or any explanation; provided that the Client shall have no right to claim any loss or damage from the Company.

  6. Use of Services
    1. In using UpPass and/or the Services, the Client shall not do any of the following:

      1. Use UpPass and/or the Services for any illegal action and any other commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms or without prior written consent and/or authorization granted by the Company;

      2. copy, modify, create derivative works of, download, adapt, reverse engineer, emulate, migrate to another service, translate, compile, decompile or disassemble the Company’s website, UpPass and/or any Services (or any part thereof), any content offered by the Company for use and display within Client Platforms and/or any part thereof in any way, or publicly display, perform, transmit or distribute any of the foregoing without the Company’s prior written and specific consent;

      3. Use, display, mirror or frame any individual element within UpPass, the Company’s name and any trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without a prior express written consent granted by the Company; remove or alter any copyright notices, watermarks, restrictions and signs indicating proprietary rights of any of the Company’s licensors contained in or accompanying UpPass and the relevant Services and/or the Company’s Content;

      4. submit, transmit or display any Client Content which may be deemed as defamatory, libelous, obscene, harassing, threatening, incendiary, abusive, racist, offensive, deceptive or fraudulent, encouraging criminal or harmful conduct, or which otherwise violates the rights of the Company or any third party (including any intellectual property rights, privacy rights, contractual or fiduciary rights), or otherwise shows any person, entity or brand in a bad or disparaging light, without their prior explicit approval;

      5. Access, tamper with, or use non-public areas of UpPass platform or its computer systems, or the technical delivery systems; attempt to probe, scan or test the vulnerability of any UpPass system or network or breach any security or authentication measures; use any “robot”, “spider” or other automatic device, program, script, algorithm, or methodology, or any similar or equivalent manual process, to access, acquire, copy, or monitor any portion of UpPass (or its data and/or content), or in any way reproduce or circumvent the navigational structure or presentation of any of the UpPass function to obtain or attempt to obtain any materials, documents, services or information through any means not purposely made available through the UpPass;

      6. Attempt to decipher, decompile, disassemble or reverse engineer any of the software used in UpPass and/or to provide the Services;

      7. Collect or store any personally identifiable information of any person from UpPass from other users of UpPass without the express permission of the relevant data subject;

      8. Violate any applicable law or regulation; or encourage or enable any other individual to do any of the foregoing;

      9. act in a manner which might be perceived as damaging to the reputation or goodwill of the Company and/or UpPass or which may bring the Company and/or UpPass into disrepute or harm; and

      10. impersonate any person or entity or provide false information on UpPass and/or the Client Platform, whether directly or indirectly, or otherwise perform any manipulation in order to disguise the Client’s identity or the origin of any message or transmittal sent to the Company on UpPass and/or any Users.

    2. In using UpPass and/or the Services, the Client undertake to:

      1. fully comply with all applicable laws and any other contractual terms which govern the Client’s use of UpPass and/or the Services (and any related interaction or transaction), including those specific laws applicable to the Client or the respective Users in any of your geographical locations;

      2. be solely responsible and liable with respect to any of the uses of UpPass and/or the Services which occur under the User Account and/or Client Platform, and for any of the Client Content (including for any consequences of accessing, importing, uploading, copying, using or publishing such Client Content on or with respect to the UpPass and/or the Services);

      3. regularly and independently save and backup any of the Client Content, including without limitation the User’s identity being verified and processed by the Company, and the information that is being processed by the Client regarding the Client Platform, including with respect to Users and the Client’s products; provided that the Company can provide complimentary service of retaining the relevant information for and on behalf of the Client for the period of time as instructed by the relevant Client and unless defined otherwise, the User’s verified identity will be retained for the period as defined and instructed by the relevant Client that may range from a period of 1 day, 7 days, 30 days, 90 days, 180 days, 365 days, or any period by on-demand basis after the confirmed success web-hook and delivery of those data to the Client; and

      4. allow the Company to use in perpetuity, worldwide and free of charge, any version of Client Platform (or any part thereof) for any of Company’s marketing and promotional activities, online and/or offline, and modify it as reasonably required for such purposes; provided that the Client waive any claims against the Company or anyone on its behalf relating to any past, present or future moral rights, artists’ rights, or any other similar rights worldwide that the Client may have in or to Client Platform with respect to such limited permitted uses;

    3. The Company shall be entitled to, but not obliged to, monitor the access to or use of UpPass at any time to ensure compliance of the Client with these Terms or other legal requirements. In case of any default, the Company reserve the right to remove or disable access to UpPass and/or other Services by such defaulting Client at any time and without notice, at the sole and final discretion of the Company and the Client shall not be entitled to claim for any damages or compensation from the Company in such circumstance. The right defined under this Clause shall not prejudice or impair any other rights that the Company shall be entitled to under the applicable laws or any other binding contractual obligations that the Company may have.

  7. Intellectual Property
    1. Client’s Intellectual Property. The Client shall own all intellectual property pertaining to the Client Content and to any other materials created by you, including to any designs, images, animations, videos, audio files, fonts, logos, illustrations, compositions, artworks, code, interfaces, text and literary works. The Company does not claim ownership rights on the Client Platform; provided that for the performance of UpPass function and/or the Services to the Client, the Company will need to access, upload and/or copy the Client Content to UpPass as the Company deem fit and the Company shall be entitled to do so with the perpetual and license-fee license that the Client shall grant to the Company.

    2. Ownership of User Data. The ownership of the User data remains in the Client’s possession. As the data processor, UpPass provides the API as a cloud-based web application hosting and data storage for the Client to perform the Services; provided that the Company reserve the right to retain certain data for the purpose of the future improvement of UpPass function yet in such circumstances, the Company shall use the best effort in implementing the relevant measures to protect the information security of User’s data in accordance with UpPass Privacy Notice.

    3. The Company’s Intellectual Property. All rights, title and interest in and to UpPass and/or the Services, including any and all copyrightable materials or any other content thereof which is or may be subject to any intellectual property rights under any applicable law (including any artwork, graphics, images, website templates and widgets, literary work, source and object code, computer code (including html), applications, audio, music, video and other media, designs, animations, interfaces, documentation, derivatives and versions thereof, the “look and feel” of UpPass and/or the Services, methods, products, algorithms, data, interactive features and objects, advertising and acquisition tools and methods, inventions, trade secrets, logos, domains, customized URLs, trademarks, service marks, trade names and other proprietary identifiers, whether or not registered and/or capable of being registered (collectively, “Intellectual Property”), and any derivations thereof, are owned by and/or licensed to the Company.

      For the avoidance of doubt, subject to the Client’s full compliance with the Terms and timely payment of all applicable Fees, the Company hereby grants the Client, upon creating the User Account and for as long as the Client remains the Client with UpPass and/or the Services, a non-exclusive, non-transferable, non-sublicensable, fully revocable, limited license to use UpPass and/or the Services and the licensed content, for the purpose of generating and displaying the Client Platform to Users, solely as expressly permitted under the Terms, and solely within UpPass and/or the Services.

    4. Notwithstanding the foregoing, the Company shall remain the sole and exclusive owner of: (i) the methodology for all technology, including future modifications and improvements, provided as a service which consists of trade secrets, know-how, formulas, framework, criteria, scorecard, model, and experience related to online fraud detection, and liveness and identity verification scoring techniques; and (ii) the information (but not limited to analytics, data, reports, and results) produced from UpPass technology, except those legally owned by others or except otherwise agreed with each relevant Client.

  8. Confidentiality
    1. “Confidential Information” shall mean any information including but not limited to, business and technology strategy, reports, data, sample, calculations, processes, formulae, source code materials, specifications, programs, software packages, test results and methods, technical know-how, drawings, manuals, operating results, flow sheets, methods and procedures of operation, business or marketing plans, documents and records disclosed or furnished directly or indirectly in any form (whether written, oral, visual, or otherwise and whether being labelled as confidential or not) by the Client or the Company to other party for the performance of any obligations defined under the Terms.

      The Confidential Information shall not include information that: (i) is known publicly or becomes generally available to the public after disclosure through no fault or breach of these Terms; (ii) was in its possession or is known, without restriction, prior to receipt of such information pursuant to these Terms or at the time of disclosure; (iii) was lawfully disclosed to the receiving party without restriction by a third party who has the lawful power to disclose such Confidential Information on a non-confidential basis; or (iv) is independently developed by the receiving party without use of the Confidential Information.

    2. The Client and UpPass shall:

      1. procure that each of its directors, officers, employees, agents, advisers, subcontractors, affiliates, and/or Users shall bear at least alike obligations of confidentiality with respect to the Confidential Information and shall comply with the provisions hereof as if they were parties hereto;

      2. use the same degree of care to protect the confidentiality and prevent the unauthorized use or disclosure of the Confidential Information it uses to protect its own Confidential Information of like nature, which shall not be less than a reasonable degree of care;

      3. not use the Confidential Information for any purposes whatsoever other than the performance of, or as otherwise authorized, under the provisions of these Terms;

      4. not, without prior written consent of the other party, sell, copy, transfer, reproduce, disclose, or divulge any Confidential Information to third parties, except for the purpose of these Terms or unless otherwise allowed by the provisions of these Terms;

      5. if ordered by governmental agency or legal proceeding to disclose any Confidential Information, immediately notify in writing to the other party who is the disclosing party in such scenario and shall seek and specifically follow the instructions made without making any disclosure before obtaining such instructions or an approval, to the extent that it is allowed by law or order.

    3. All Confidential Information disclosed pursuant hereto shall be and remain the property of the disclosing party. Nothing contained herein shall be construed as granting or conferring the receiving party any right or license to use whatsoever (including but not limited to any intellectual property rights), whether expressly, impliedly, or otherwise, in respect of Confidential Information other than to use the Confidential Information for the purpose of these Terms.

    4. If there is any actual or suspected misuse or unauthorized disclosure of the Confidential Information, the receiving party shall immediately notify the disclosing party and shall use reasonable efforts to assist the disclosing party to resolve the misuse or disclosure occurred and prevent further misuse or unauthorized disclosure of the Confidential Information.

    5. The provisions regarding the Confidential Information shall survive termination of these Terms without any time limit, except where the Confidential Information becomes public knowledge otherwise than through any unauthorized disclosure or other breach by any receiving party of these Terms.

  9. Indemnification

    The Client shall indemnify and hold harmless to the Company and its officers, directors, employees and agents, from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of, or in any way connected with the Client’s access to, or use of UpPass and/or the Services, or the violation of these Terms as committed by the Client.

  10. Changes to the Terms or Services

    The Company reserves the rights to make any changes to UpPass function and/or the Services and update and revise these Terms from time to time and at any reasonable time in the Company’s sole and absolute discretion. In case of such changes, the Company will inform the Client of the updated version of the Terms by posting it on UpPass and via other communication channels such as email. In case that the Client continue to use the Services after the notification of the updated Terms, the Client shall be deemed to agree to and be bound by the updated Terms.

  11. Cancellation and Termination
    1. These Terms has no time limit and shall be deemed effective until any termination pursuant to the Terms.

    2. Cancellation by the Client. The Client may discontinue use and request to cancel the User Account and/or any UpPass / Services at any time, in accordance with the instructions available on UpPass. The effective date and time for such cancellation shall be the date and time on which you have completed the cancellation process on UpPass, and the effective date for cancellation of Paid Services shall be at the end of such Paid Services’ subscription period.

    3. Cancellation by the Company. Failure to comply with any of the Terms and/or to pay any due Fee shall entitle the Company to suspend (until full payment is made) or cancel the User Account and/or the Client Platform (or certain features thereof), as well as the provision of any related Services (e.g., Paid Services) to you.

    4. Upon termination of the Terms, UpPass shall be entitled to cease providing the access to UpPass and/or the Services to Client and the Client and its User shall immediately cease accessing and using UpPass and/or the Services.

    5. If the User Account or UpPass and/or Services related to the User Account are cancelled (whether at the Client's request or at Company’s discretion pursuant to these Terms), it may cause or result in the loss of certain content, features, or capacity of the User Account, including any Client Content, User data or other usage data retained therein. The Company shall not be liable in any way for such loss, or for saving a backup of the User Account, the Client Content or User data.

    6. The additional Fees may apply to re-activation of a User Account, any of UpPass function and/or Services following their cancellation, as determined by the Company in its sole discretion.

    7. These Terms shall not affect or impair the rights and obligations of the Company to such termination, nor relieve the Client of any obligation, damages or liability accrued hereunder prior to such termination or expiration.

  12. Miscellaneous
    1. Assignment. The Company may assign its rights and/or obligations hereunder and/or transfer ownership rights and title in UpPass and/or Services and/or licensed content to a third party without the Client’s consent or prior notice to the Client. The Client may not assign or transfer any of the rights and obligations hereunder without the prior written consent of the Company and any attempted or actual assignment thereof without the Company’s prior explicit and written consent will be null and void.

    2. Severability. If any provision of these Terms is held to be illegal, void or unenforceable under any applicable laws, such provision shall have no effect on the remaining provisions hereof and to the extent legally permissible, any illegal, invalid, or unenforceable provision under these Terms shall be reformed to achieve as nearly as possible the same effect as the original provision.

    3. No Waiver. The failure of the Company to enforce any rights granted under these Terms or to take action against the Client in the event of any breach of these Terms shall not be deemed nor constitute a waiver by the Company to subsequently enforce their rights or actions in the event of future breach.

    4. Notices. The Company may provide the Client with notices in any of the following methods: (1) via UpPass, including by a notification or pop-up within UpPass, User Account or elsewhere; and/or (2) by e-mail, sent to the e-mail address the Client provided to the Company and stored in UpPass; provided that those notices to the Client will be deemed received and effective after it was published or sent through any of the foregoing methods, unless otherwise indicated in the notice.

    5. Independent Contractor. In the performance of UpPass and/or the Services pursuant to these Terms, the Company have the status of independent contractors and nothing in these Terms nor the conduct of the parties will be deemed to place the Company in any other relationship.

  13. Governing Law and Disputes
    1. These Terms, the rights and remedies provided hereunder, and any and all claims and disputes related hereto and/or to UpPass and/or the Services, their interpretation, or the breach, termination or validity thereof, the relationships which result from or pursuant to these Terms, or any related transaction or purchase, shall be governed by, construed under and enforced in all respects solely and exclusively in accordance with the internal substantive laws of Thailand, without respect to its conflict of laws principles.

    2. Any and all such claims and disputes shall be brought in, and the Client hereby consent to them being decided non-exclusively by a court of competent jurisdiction located in Thailand.