Terms of Use

Last updated 2 August 2023

1. Agreement. The following Terms and Conditions ("Terms") constitute a binding agreement between you and Brock Wills, the owner and operator of UpNxt (hereby referred to as "UpNxt", "we", "our", and "us"). By accessing and using the UpNxt platform at upnxt.tv or any other site, application, API or embedded content owned by UpNxt (the "Platform"), you accept to be bound by the Terms set forth here.
2. Acceptable use. UpNxt hereby grants you permission to access and use the Platform, provided such use is in compliance with these Terms, and you specifically agree that your use will adhere to the following restrictions and obligations:
   • You may not transfer your access to others or allow others to access the Platform through your own access.
   • You may only use the Platform for lawful activity. It is your responsibility to comply with all applicable local, state, and federal laws and regulations.
   • You may not decompile, reverse engineer, or otherwise attempt to obtain the source code or underlying ideas or information of or relating to the Platform.
   • You may not enter, store or transmit viruses, worms or other malicious code within, through, to or using the Platform.
   • You may not defeat, avoid, bypass, remove, deactivate, or otherwise circumvent any software protection mechanisms in the Platform.
   • You may not remove or obfuscate any product identification, copyright or other proprietary notice from any element of the Platform.
3. User accounts. In order to use the platform, you must be at least 16 years of age. When you register to use the Platform, you agree to provide true, accurate, current and complete information about yourself as prompted by the Platform ("Registration Information"), and to maintain and promptly update your Registration Information in order to ensure that it remains true, accurate, current and complete.
   
   You are responsible for maintaining the confidentiality of your password and account, and are fully responsible for any and all activities that occur under your password or account. You agree to immediately notify UpNxt of an unauthorized use of your password or account, or any other breach of security. UpNxt will not be liable for any loss or damage arising from your failure to comply with this section.
4. Remove of content. We reserve the right to remove any content from the Platform that we consider (in our absolute discretion) to be offensive, objectionable, unlawful, explicit, graphic, or otherwise in breach of these Terms.
5. Subscription fees. We may charge subscription fees ("Fees") for the use of certain services offered on the Platform ("Features"). We may change the amount of Fees payable from time to time, and we reserve the right to change the Features that are provided on the Platform at any time. We will communicate any change in Fees or Features to you. Changes in Fees will only take effect at the end of your current subscription period. Changes to Features can take place immediately from the time that you were notifed of them, but we will endeavor to provide a longer timeframe where possible.
   
   If you cancel your subscription within 30 days of its inception, you may seek a refund for any Fees you have already paid in the current period. Refunds are granted at the sole discretion of Platform's support staff, and are only available for subscriptions purchased through our website (iOS subscribers must contact Apple, Inc. if they wish to seek a refund).
   
   Subscriptions purchased through our website are processed by Paddle.com and those purchased through our iOS app are processed by Apple, Inc. (these companies, collectively the "Resellers", are the Merchant of Record for your purchase). Customer enquiries related to subscriptions should be sent to the Platform's support staff, by contacting us on our contact page.
   
   By subscribing to an annual plan, you agree to pay the Platform (through one of our Resellers) the subscription Fees indicated for that plan. Payments will be charged in advance on the day you subscribe to the plan and will cover your usage of Features on the Platform for a period of one year. Unless you cancel your subscription before the end of the current period, your subscription will automatically renew and you authorize the applicable Reseller to collect the annual subscription Fees for the next period (including any taxes payable) using the payment method they have on record for you. Subscriptions can be cancelled at any time in your account settings (for web subscriptions) or in your Apple ID settings (for iOS subscriptions). If your subscription expires or is cancelled for any reason, your access to the Features of the Platform that were entitled to you will be terminated.
6. Intellectual property. You agree that we own all of the intellectual property rights on the Platform. You grant us a non-exclusive, royalty-free, irrevocable, perpetual and sub-licensable right to use, reproduce, distribute and display (including for commercial purposes) on the Platform and in any other media, any content or material that you post on the Platform, and any name and/or avatar under which you post such content. Other than this right, we claim no intellectual property rights in relation to the information or content that you upload onto the Platform. Any content you post to the Platform should be original and must not infringe on anyone else's intellectual property rights.
   
   All other content on the Platform, including the trademarks, service marks and logos contained on the Platform ("Materials"), is owned by or licensed to us and is subject to copyright and other intellectual property rights under New Zealand and foreign laws and international conventions. We reserve all rights not expressly granted in and to the Materials.
7. Third party sites. The Platform may contain links to other websites ("Third Party Sites"). We do not own or operate the Third Party Sites, and we have not reviewed, and cannot review, all of the material, including goods and services, made available through the Third Party Sites. The availability of these links on the Platform does not represent, warrant or imply that we endorse any Third Party Sites or any materials, opinions, goods or services available on them. These Terms do not apply to any Third Party Sites that you visit from the Platform.
8. Third party apps. You may choose to use certain third party products or services in connection with the Platform ("Third Party Apps"). Your use of any Third Party App is subject to a seperate agreement between you and the provider of the Third Party App ("Third Party Provider"). UpNxt does not control such Third Party Providers or Third Party Apps, and cannot be held liable for the behavior, features or content of any Third Party Apps.
9. Indemnity. You indemnify, and will keep indemnified perpetually, UpNxt against all forms of liability, actions, proceedings, demands, costs, charges and expenses which we may howsoever incur or be subject to or suffer as a result of the use by you of the Platform.
10. No waiver. The failure of UpNxt to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision.
11. Severability. If for any reason an arbitrator or a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the other provisions of these Terms will remain in full force and effect.
12. Modification. UpNxt reserves the right, at its sole discretion, to modify these Terms at any time and without prior notice, including by changing the amount of Fees payable for any of our Features. The date of the last modification to the Terms will be posted at the beginning of these Terms. It is your responsibility to check from time to time for updates made to the Terms. By continuing to access or use the Platform, you are indicating that you agree to be bound by any modified Terms.
13. Assignment. You may not assign your rights under these Terms to any third party; we may assign our rights under these Terms without condition.
14. Termination or suspension of accounts. If you do not abide by these Terms, we may at our sole discretion, decide to suspend or terminate your account.
15. Technical support and malfunctions. We will endeavor to promptly address (during normal business hours) all technical issues that arise on the Platform. However, we will not be liable for any loss suffered as a result of any partial or total breakdown of the Platform or any technical malfunctions.
16. Governing law and jurisdiction. All users of the Platform agree that the laws of New Zealand shall govern and apply to these Terms and each user's use of the Platform, and all users submit to the exclusive jurisdiction of the New Zealand courts for any matter or dispute arising in relation to these Terms.