Terms and Conditions

Please Note: These Terms of Service and Conditions were updated effective 1st May 2018.

Please Read Carefully Before Using This Website and Service Efforts: The following terms of service (“Terms of Service”) govern your use of the Keep Space Website (the “Site”) and the Keep Space web-based, portal, application integration and data linking service accessed through the Site (“Web Service”) and the physical efforts of inbounding, out-bounding, storage of goods, order fulfilment and service management at our centres (“Efforts”), both of which are operated by Keep Space Pty Ltd ACN 612 000 932 (“Keep Space”). By using the Site and/or the Service, you and any person (‘you’ or ‘your’) who registers a Keep Space on the Web Service and accepts our Efforts irrevocably agree that such use is subject to these Terms of Service. If you do not agree to these Terms of Service, you may not use the Site or the Service. If you are entering into these Terms of Service on behalf of an entity, you represent that you have the actual authority to bind such entity to these Terms of Service.

KeepSpace expressly reserves the right to modify the Terms of Service at any time in its sole discretion, and without prior notice to you, by including such alteration and/or modification in these Terms of Service, along with a notice of the effective date of such modified Terms of Service. Any continued use by you of the Site or the Service after the posting of such modified Terms of Service shall be deemed to indicate your irrevocable agreement to such modified Terms of Service. Accordingly, if at any time you do not agree to be subject to any modified Terms of Service, you may no longer use the Site or Service. 

Policy Links
(i) Privacy Policy
(ii) Pricing Policy
(iii) Inbound Policy
(iv) Packing Policy 
(v) Prepping Policy
(vii) Stamp Duties and Custom Clearance Policy
(viii) Shipments Policy
(ix) Storage Policy
(x) Closing Accounts Policy

1. Dictionary

Abandoned Account – are when your Usage Fees remain unpaid for a period greater than 14 days, then KeepSpace reserves the right, at its sole discretion to reclassify your Account as an “Abandoned Account.” Additionally, any Account that remains unpaid for greater than 30 days will automatically be deemed an Abandoned Account.

Account Information – in your User Account, all data around personal and commercial information about yourself, your company and your goods.

API Integration – means a set of functions and procedures that allow the creation of applications which access the features or data of an operating system, application, or other service.

Charges – means the Keep Space rates, charges, additional service charges, fees and surcharges agreed between us from time to time (whether expressly or impliedly). Expenses that comply with any law or regulation or any order or requirement made under them, or with the requirement of any market, harbour, dock, railway, airline, shipping line, roadway, customs, excise, or warehouse authority or other person including any duties, excise and costs charged by any governmental, nongovernmental or administrative authority which we become liable to pay in respect of the Goods arising out of or in connection with providing the Services and any tax including GST levied directly on a supply under these Conditions.

Consignments – means a batch of goods destined for delivery.

Dispute Period – Usage Fees (other than carrier or third-party fees) charged against your User Account, that are eligible to dispute to KeepSpace within 14 days of the fee being charged.

Efforts – Keep Space physical efforts of inbounding, out-bounding and storage of goods, order fulfilment, order prepping, administration and customer service management within our fulfilment centres.

Ecommerce Orders – Users online order added to Keep Space’s Site by manual entry or an API Integration.

Excluded Goods – means Dangerous Goods and each of the following items: currency, cash and banknotes; negotiable instruments of any kind; gold, silver and other precious metals; jewellery; gemstones; wrought or unwrought metals; antiques; works of art; securities; drugs; weapons; living animals or plants; human tissue, organs, blood or blood products; refrigerated/perishable items; glass, china, household goods exceeding $500 in value per consignment unless certified professionally packed as required by us or as otherwise agreed in writing; personal effects; second hand goods, used goods, cigarettes, tobacco and tobacco products; solar panels, any valuable documents; large sporting goods including but not limited to kayaks, surf skis, long boards (malibus), windsurfers or similar equipment exceeding 3 metres in length; Goods packaged in envelopes or despatched on a pre-paid service (unless otherwise agreed in writing by Keep Space).

Force Majeure – means any circumstance or cause beyond our control including without limitation inclement weather, acts of God, industrial disputes, air traffic control, unserviceable aircraft, war, terrorist act, nuclear explosion, flood, fire, embargo, litigation, strikes, lockouts, riots, civil commotion, an airline captain’s instructions, or act of a public authority, government or any agency instrumentality or any political subdivision thereof.

Fragile Goods – means glassware, porcelain, enamel or fibreglass goods, furniture of any kind, household or personal effects or any goods that are fragile or marked fragile but do not include Semi-Fragile Goods.

Fulfilment Centre – Keep Space storage warehouses where User’s SKUs are stored, picked, packed, and shipped out from. Where all Keep Space Efforts are organised from.

GST – means any goods and services, value added or like tax.

Implied Terms – means those terms, conditions and warranties implied into contracts at law for the supply of goods and services including, without limitation, those terms implied by the Competition and Consumer Act 2010 (Cth).

Keep Space – Keep Space Pty Ltd ACN 612 000 932

Marks – All trademarks, service marks and logos included on the Site

Site – Keep Space Website

Site Content – limited, revocable, non-transferable, non-exclusive right to use Keep Space Content and Third Party Content such as but not limited to images, video, audio, copy and logos.

SKU – A store keeping unit.

Terms of Service – Governing Document of the terms of service by Keep Space Pty Ltd

Web Service – Keep Space’s web based portal, application integration and data linking services through Keep Space website

Usage Fees – are the fees for any KeepSpace Service Efforts and any third-party fees (including, but not limited to carrier fees, shipping fees, rates of duty, international brokerage charges, freight charges, insurance premiums, storage rates, integrations, integration updates, user website reference checks, SKU updates, fixing incorrect freight details, recalls, recollections or any other charges given during your use of KeepSpace Services) ordered through your User Account and any special or additional fees assessed against your Account as permitted in these Terms or the Policies.

User Account – Keep Space’s website based portal from which all your goods are located along with their data and integrations.

2. User Account Registration and Passwords

2.1 Account Registration

In order to access and use all of the features of Keep Space Web Services and Efforts, you are required to open a User Account by registering with Keep Space. When you register for your User Account you must provide true, accurate, current and complete information, and you agree to update the Account Information in order to ensure that it is current. Upon proper registration and opening of a User Account, and subject to all of the terms and conditions of these Terms of Service, Keep Space hereby grants to you the personal, non-transferable right and license to use the Web Service and Efforts, solely for your own internal business purposes, until such time as either you or Keep Space elect to terminate or suspend such rights in accordance with these Terms and Conditions.

2.2 Eligibility

As an express condition of being permitted to open a User Account, you represent and warrant that you:

2.2.1. have the legal capacity (including, without limitation, being of sufficient age) to enter into contracts under the law of the jurisdiction in which you reside,

2.2.2. are not on a list of persons barred you from receiving services under Australia laws including, without limitation, the Denied Persons and Entity List issued by the Australia Department of Immigration or other applicable governmental bodies and

2.2.3. You must be at least 18 years of age or older to use the Site.

2.3 Passwords

Upon registration on the Site, you will provide Keep Space with a password to access your User Account. You are responsible for maintaining the confidentiality of your password and for all of your activities and those of any third party that occur through your account, whether or not authorized by you. You agree to immediately notify Keep Space of any suspected or actual unauthorized use of your User Account. You agree that Keep Space will not under any circumstances be liable for any cost, loss, damages or expenses arising out of a failure by you to maintain the security of your password.

3. Website Content

3.1 Limited Site Content License

Keep Space grants you the limited, revocable, non-transferable, non-exclusive right to use the Keep Space’ Site Content by displaying the Site Content on your computer, and downloading and printing pages from the Site containing Site Content, under the condition that:

3.1.1. such activity is solely for your personal, education or other noncommercial use,
3.1.2. you do not modify or prepare derivative works from the Site Content,
3.1.3. you do not obscure, alter or remove any notice of copyright set forth on any Site pages or Site Content,
3.1.4. you do not otherwise reproduce, re-distribute or publicly display any of the Site Content, and
3.1.5. you do not copy any Site Content to any other media or other storage format.

3.2 Trademarks

All Marks are the property of Keep Space or third parties, and you may not use such Marks without the express, prior written consent of Keep Space or the applicable third party.

3.3 Monitoring of Site Content

Keep Space reserves the right, but does not undertake the obligation, to monitor use of the Site and/or the Efforts, and to investigate and take appropriate legal action against any party that uses the Site in violation of these Terms of Service or applicable law. Keep Space reserves the right to accept, reject or modify any Site Content or User Content, but assumes no liability based on its acceptance, rejection, modification or failure to modify any Site Content or User Content.

3.4 Copyright Infringement

As a condition of your right to use the Site and the Terms of Service, you agree to respect the intellectual property rights of others. Accordingly, you agree not to upload or post to the Site or the Service any copyrighted materials, trademarks or other proprietary information belonging to any third party without the prior written consent of the applicable third party.

You acknowledge that Keep Space will terminate your access to the Site and/or the Web Service and/or the Efforts if you repeatedly infringe the copyright of third parties. If you believe that your copyrighted work has been illegally uploaded or posted on the Site or the Web Service, you may send a written notice to Keep Space at legal@keepspace.com.au, and Keep Space will respond pursuant to its Copyright Act policy. Keep Space reserves all rights to seek damages and fees associated with infringement and or fraud.

4. Use of User Account

4.1 Account and Use of Service

You may use your User Account for the Service only in accordance with these Terms of Service and only for lawful purposes. You are responsible for your own communications, including the upload, transmission and posting of information, and are responsible for the consequences of their posting on or through the Service.

4.2 SKUs

All SKU within your User Account are the digital representation of your physical goods.

You herby agree that:

4.2.1. Your list of the SKU image, ID number, dimensions, weight, title, description, shipping value and any other data point of each of your SKUs are true and accurate.

4.2.2. Data on each SKU image, ID number, dimensions, weight, title, description, shipping value and any other data point are accurate and you take responsibility for the information provided.

4.2.3. Should Keep Space find that one of your SKU’s image, ID number, dimensions, weight, title, description, shipping value and any other data point are inaccurate. You agree to Keep Space updating that information and any fee required for the time and effort to make these updates.

4.3 User Content

If you elect to display, post, submit or otherwise make available to others, on the Site any content or works of authorship, including, without limitation, images, audio files, text, or other materials, (collectively, “User Content”), you hereby grant to Keep Space a perpetual, irrevocable, royalty-free, worldwide, non-exclusive right and license, including the right to grant sublicenses to third parties, to use, reproduce, publicly display, publicly perform, prepare derivative works from and distribute such User Content, for any purpose. In addition, you hereby irrevocably represent and warrant to Keep Space that you have all necessary power, authority, right, title and/or licenses to grant to Keep Space the foregoing right and license.

4.5 Terminologies

You agree that in all terminologies within your User Account:
4.5.1. Are how you wish to have your custom shipments sent.
4.5.2. Are clear, concise and simple to intemperate for Keep Space efforts to execute.
4.5.3. Over-rule any other form of communication such as, but not limited to; emails, texts messages and phone calls.
You agree that if you have not provided any information within your terminologies for a specific series of orders in how to be packed and shipped, you give Keep Space the right to pack and ship the SKUs how Keep Space sees safe to do so.

4.6 Prohibited Conduct

Keep Space specifically prohibits any use of the Site or the Efforts for:

4.6.1 Posting any:

4.6.1.1 information which is incomplete, false, inaccurate or not your own.

4.6.1.2 trade secrets or material that is copyrighted or otherwise owned by a third party unless you have a valid license from the owner which permits you to post it.

4.6.1.3 material that infringes on any other intellectual property, privacy or publicity right of another.

4.6.1.4 advertisement, promotional materials or solicitation related to any product or service that is competitive with Keep Space Services or Efforts.

4.6.1.5 software or programs which contain any harmful code, including, but not limited to, viruses, worms, time bombs or Trojan horses.

4.6.2 impersonating another person.

4.6.3 engaging in or encouraging conduct that would constitute a criminal offence, give rise to civil liability or otherwise violate any city, state, national or international law or regulation, or which fails to comply with accepted Internet protocol.

4.6.4 attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures.

4.6.5 attempting to interfere with the function of the Site, the Service, host or network, including, without limitation, via means of submitting a virus to the Site, overloading, “flooding”, “crashing”, or sending unsolicited e-mail, including promotions and/or advertising of products or services.

5. Acknowledgement and Obligations

5.1 Acknowledge and agree

You acknowledge and agree:

5.1.1. That all ecommerce orders manually added to your account are accurate and correct.

5.1.2. That all ecommerce orders received by your API Integrations to Keep Space are accurate and correct.

5.1.3. That all consignments and shipments are prepared by Keep Space.

5.1.4. You will authorise Keep Space to prepare consignments on your behalf.

5.1.5. You are responsible for the accuracy of the contents of the consignments by your ecommerce orders.

5.2 Transport

You acknowledge and agree that Keep Space assume no liability for the transport of Excluded Goods.

5.3 Confidential Information

You acknowledge and agree that all the information in the consignments and our contract with you and our Charges are confidential and you must not disclose them to any third party without our prior written consent by Keep Space.

5.4 Cubic Weight

You agree that Keep Space will determine the Cubic Weight including that of irregular shaped packages of all packages packed.

5.5 Packaging

You will accept how Keep Space operates it efforts with all packaging to each Receiver of a consignment.

5.6 Inbound Goods

You will be responsible for ensuring that all Consignments arriving from your suppliers and manufactures  conform with our Inbound Goods Policy. Any Consignments that arrive and do not meet our Inbound Goods Policy standards plus require additional labour to accurately complete their process, you will accept any fees incurred, reimburse or indemnify us for all expense of additional labour that it required to complete.

5.7 Acceptablility

You acknowledge that subject to the Implied Terms and to the extent permitted by law, it is your responsibility to ensure that the Services are sufficient and suitable for your purpose.

6. Price Estimations and Cost Simulations

6.1 Online Cost Simulations

You acknowledge and agree:

Keep Space online cost simulations on their website are theoretical estimations only. These simulations are to help give potential users insights to what the expected for the costs of a single order fulfilment. It does not include storage, integration or shipping as the cost variables are too great for a simulation. For more accurate price estimates a detailed SKU dimensions and weights are required.

6.2 Estimations and Quotes

Quotations for KeepSpace Services and Usage Fees are for informational purposes only and are subject to change without notice and shall not under any circumstances be binding upon KeepSpace. Quotations accepted through KeepSpace Services online interface are estimates based on the information available at the time made. The final rates and service fees may vary based upon the shipment actually tendered, the work actually performed, or a number of factors such as carrier shipping prices, the actual characteristics of your product, the delivery address, and services requested during the normal course of packing and shipping.

7. Fees and Charges

7.1 Free Period

Some service Efforts may only be accessible during the Free Period. Efforts made may vary depending on usage in accordance with our current pricing policy. During the Free Period you will have access to your User Account and able to add in your Goods dimensions and data. Keep Space Efforts are activated after a Business Credit Card, Debt Card or Bank Account has been accepted by Keep Space.

7.2 Service Basis

You agree that the Service efforts commence when and if you have integration requirements and/or the SKU of Goods are delivered to Keep Space Fulfilment Centre or received by us and terminates when all invoices are paid in full with, and the last SKU Good is shipped out.

7.3 Charges

The Charges shall be considered fully earned as soon as the Goods are loaded and despatched from the Keep Space’s premises and you must comply with the provisions of irrespective whether the Goods have been Delivered to the Receiver or whether Goods which have been Delivered are damaged or otherwise, and in all circumstances the Charges to you by us shall be absolutely non-refundable.

7.4 Usage Fees

Note that the Usage Fees for KeepSpace Services are billed to the week in which the KeepSpace Services are performed. Usage Fees are subject to change.

7.5 Cards

You agree to have a credit card, debit card, or Amex card on file throughout your User Account’s active use.

7.6 Payment

You must:

7.6.1. Pay Keep Space by the due date your tax invoice and all charges by having ensuring there are enough funds available within your chosen credit or debit card..

7.6.2. If your tax invoice and all charges are not paid by the due date, an administration fee of $5.00 for each invoice period that an amount remains due and payable, plus. for accounts with credit terms of:

7.6.2.1. 14 days or less, pay (for each period between invoices) a fee of 0.2% of the Charges that are due and payable and not paid by the date for payment, or

7.6.2.2 More than 14 days, pay (for each period between invoices) a fee of 1.5% of the Charges that are due and payable and not paid by the required date for payment.

7.7 Additional

7.7.1. You must pay Charges for delivery determined by the higher of the weight declared on the Consignment, the Dead Weight or Cubic Weight, by reference to our current rates schedule and/or the current special quoted rates offered by us to you, which may include additional charges for other services performed by us as specified in our current price proposal schedule;

7.7.2. Must pay any Transit Warranty Charges based on the declared value of the Goods or the Maximum Cover.

7.8 Usage Fees Disputed

KeepSpace will not review Customer requests for Usage Fee adjustments that are received after the Dispute Period. The dispute timing allowed for third-party fees and carrier fees shall be set by the applicable third-party or carrier and such time period may be substantially shorter than the KeepSpace Dispute Period. If you have a dispute with a third-party fee or carrier fee, please contact KeepSpace immediately.

If KeepSpace becomes aware of, or is notified of, a dispute relating to your User Fees, then KeepSpace will promptly review the dispute. Within 5 business days after the resolution of the dispute, KeepSpace will credit or debit your Account Balance accordingly, if appropriate.

KeepSpace has the right to not review User’s requests for Usage Fees adjustments that are received more than 30 days after the amount in dispute is posted to your User Account.

7.10 Abandoned Account and Liquidation

Upon a User Account becoming an Abandoned Account, all rights to ownership of the User Account Balance and Inventory would then immediately be forfeited by you. Inventory will become immediately and irrevocably unavailable to you, and liquidation proceedings would begin.

You agree the Inventory would be free and clear of liability, and that you would assume any liability therefore. You would have no rights to the liquidation proceeds.

You would also remain liable for any pending Usage Fees above and beyond the liquidation proceeds.

8. Our Rights

8.1 Customs and Forwarding

We may complete for you any documents required to comply with any laws (but only as authorised to do so by those laws) and act as your forwarding agent and customs broker for customs clearance, entry and export control purposes and you will pay any additional charges as advised by us.

8.2 Sub-Contractors

We and our Sub-Contractors may, either in your name as principal or in our name as your agent, and at your sole cost and expense, enter into and perform contracts to:
8.2.1.  use any Sub-Contractors or any aircraft or vehicle or service methods to carry out the whole or any part of the Services;
8.2.2. lease or use any Packaging in which the Goods may be placed or packed;
8.2.3. give any receipt for the Goods or any Packaging;
and any such contracts made for or on your behalf may be made subject to the terms and conditions of any bill of lading, any form or contract of carriage, whether by sea, rail, road or air, any lease arrangement and handover agreement or any receipt or other document, as the case may be.

8.3 Inbound Freight

We may open, inspect and examine any document, wrapping, package or other container of the Goods to determine their nature, condition, ownership or destination without any liability to you.

8.4 Destroy or Dispose

If required by law, we may immediately destroy, dispose of, abandon or render harmless Dangerous Goods without first seeking your permission, without compensation to you and without prejudicing our rights to any Charges payable by you for the Services. Upon our request you must instruct us on the proper method of disposal and indemnify us for the costs incurred for disposal of such Dangerous Goods.

9. Disputes

Please note, while disagreements sometimes arise, KeepSpace wants to address any complaint with the KeepSpace Service in a proactive manner. To log a case for resolution, you can send an e-mail to support@keepspace.com.au; If you feel an escalation is merited e-mail legal@keepspace.com.au regarding your unresolved case and your concern. For purposes of clarity, this does not waive the notice requirement set forth below.

9.1 Merchant Protection

KeepSpace strongly urges you to appreciate that errors happen with storage and shipping, and that the best defense is protecting yourself ahead of time. KeepSpace offers multiple merchant protection services that can be taken advantage of anytime. Please note these services may not be applied retroactively, and are thus best used at the time of Account setup.

9.2 Insurance

Transport Insurance or transport warranty is available, and strongly recommended. Inventory insurance and outbound shipping insurance are available options in your Account and may offer remedies in the event of an error.

9.3 Customer Care

KeepSpace offers support services to active Accounts in Good Standing. Support services are provided for informational purposes and is not a guarantee. KeepSpace specifically disclaims any liability for opinions followed or not followed by merchants.

9.4 Promptly Review your KeepSpace Charges

KeepSpace urges you to review your KeepSpace service and Usage fees regularly so that we can work with you in a timely manner should there be a discrepancy or disagreement as to a charge for services provided.

10. Limitations of Liability

10.1 Not Liable

Subject to the following paragraphs of this clause 10, clause 11, and except as otherwise set out in these Conditions, the SKU Goods are at your risk at all times and to the maximum extent permitted by law, we shall not be liable to you or to any third party in tort (including negligence), contract, bailment or otherwise for any loss, damage (including concealed damage), injury, delay, shrinkage, contamination, evaporation, deficiency, deterioration caused to the Goods whatsoever arising from the Efforts for any reason or any loss, except only to the extent that the loss or damage arises directly as a result of our fraud or wilful misconduct.

10.2 Damages

Clause 10.1 applies to all, and the consequences of all loss, damage, shrinkage, delay, deterioration, or failure by us whether it occurs in events which are in our or your contemplation or in events which are foreseeable by you or us, or in events which could constitute a fundamental breach or breach of a fundamental term of the contract of which these Conditions form part.

10.3 Efforts

In the event that the Efforts involve a requirement for us to undertake any form of handling, storage, installation, removal, assembly or erection of SKU Goods, we shall not be liable for any loss, damage or injury of any kind to any person or property howsoever arising or occurring during any part of the Efforts and you indemnify us in respect of any claim for:

10.3.1. Loss of or damage to the Goods or any other equipment belonging to or provided by you or any third party except to the extent that loss arose directly as a result of our fraud or wilful misconduct; and

10.3.2. Any Consequential Loss arising from any loss, damage or injury caused to you or any person or property.

10.4 Rights

All our rights, immunities and limitations of liability in these Conditions shall continue to have full force and effect in all circumstances and notwithstanding any breach by us of these Conditions.

11. Privacy

11.1 Care

Keep Space will undertake to take all due care with any information which you may provide to us when accessing our Site. However we do not warrant and cannot ensure the security of any information which you may provide to us. Information you transmit to us is entirely at your own risk although we undertake to take reasonable steps to preserve such information in a secure manner.

11.2 Confidential Information

Neither Keep Space nor the User shall disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party except to:

11.2.1. Its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Agreement. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this Clause 11; and

11.2.2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

11.2.3. Neither party shall use any other party’s confidential information for any purpose other than to perform its obligations under the Agreement.

12. Force Majenure

12.1 Breach

Neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for one month, the party not affected may terminate this Agreement by giving 14 days’ notice to the affected party.

12.2 Midigation

If termination occurs under Clause 12.1, all sums paid to Keep Space by the you under this Agreement shall be refunded to you except that Keep Space shall be entitled to payment on aquantum meruitbasis for all work done before termination, provided that Keep Space takes all reasonable steps to mitigate the amount due.

13. Suspension

13.1 When we may Suspend

We may, at our discretion, suspend your access to your Keep Space Account and/or a Service, if any of the following things occur:
13.1.1. we become aware, or have reasonable grounds to believe, that the information you provided in order to register and create your Keep Space User Account, and/or register for the Service, was not true, accurate, current or complete;
13.1.2. where you have registered for or use any Service in relation to a business or organisation we become aware, or have reasonable grounds to believe, that the business name you have provided is not genuine, or that you do not have authority to use that name or register for Services in relation to that business or organisation;
13.1.3. we become aware, or have reasonable grounds to believe, that the registration of your Keep Space User Account or any Service was made by a person who did not have the authority to submit that registration on your behalf;
13.1.4. you use your Keep Space Account, the Services or the Website in respect of your Keep Space User Account to engage in fraudulent or other unlawful conduct;
13.1.5. you report that your Keep Space Account issued in respect of your Keep Space User Account has (or have) been accessed or used without your authorisation;
13.1.6. you breach any provision of these Terms of Use or any Additional Terms;
13.1.7.  we consider it necessary to do so in order to maintain, update or upgrade the Site or any Efforts.