TERMS OF SERVICE

Effective Date: July 31, 2025 | Last Updated: July 31, 2025

PLEASE READ THESE TERMS OF SERVICE (“Terms”) CAREFULLY BEFORE USING THE WEBSITE, AI AGENTS, OR ANY OTHER SERVICES (COLLECTIVELY, THE “SERVICES”) PROVIDED BY UPUPDNDN INC. (“upupdndn,” “we,” “us,” or “our”). BY ACCESSING OR USING THE SERVICES, YOU (“Customer,” “you,” or “your”) AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE, DO NOT ACCESS OR USE THE SERVICES.

1. SCOPE OF SERVICES

1.1 Description

upupdndn provides software, APIs, and professional services that enable Customers to deploy role‑specific AI agents and related automations.

1.2 Modifications

We may modify or discontinue any portion of the Services at any time with reasonable notice, except where prior written agreement states otherwise.

2. ACCOUNT REGISTRATION & RESPONSIBILITIES

2.1 Eligibility

You must be at least 18 years old and have authority to bind your organisation to these Terms.

2.2 Account Security

You are responsible for maintaining the confidentiality of your login credentials and all activities under your account.

2.3 Accurate Information

You agree to provide and maintain accurate, complete, and current account information.

3. FEES, PAYMENT & TAXES

3.1 Subscription Fees

Prices are described in an Order Form or pricing page. All fees are non‑refundable unless otherwise stated.

3.2 Invoices & Payment Terms

Unless paid by credit card at checkout, invoices are due within 30 days of issue. Late payments incur 1.5 % interest per month or the maximum allowed by law.

3.3 Taxes. Fees are exclusive of taxes

You are responsible for any applicable sales, use, VAT, or similar taxes.

4. INTELLECTUAL PROPERTY

4.1 Ownership

upupdndn and its licensors retain all rights, title, and interest in and to the Services, including software, models, and documentation.

4.2 License to Customer Data

You grant upupdndn a non‑exclusive, worldwide, royalty‑free license to host, copy, process, transmit, and display Customer Data solely to provide and improve the Services.

4.3 Output Ownership

As between the parties, and subject to payment of all fees, you own the AI‑generated outputs produced from your Customer Data.

5. CONFIDENTIALITY

Each party agrees to protect Confidential Information of the other party using the same degree of care it uses to protect its own confidential information, but no less than reasonable care.

6. ACCEPTABLE USE

You shall not:

Reverse engineer, decompile, or attempt to extract source code from the Services;
Use the Services to develop competing products;
Upload or transmit malicious code;
Violate any applicable laws or third‑party rights.

7. THIRD‑PARTY SERVICES & INTEGRATIONS

The Services may interoperate with third‑party products (e.g., HubSpot, Salesforce). Any acquisition or use of such third‑party services is solely between you and the third party and subject to their terms.

8. TERM & TERMINATION

8.1 Term

These Terms commence on the Effective Date and continue until terminated.

8.2 Termination for Convenience

Either party may terminate a month‑to‑month subscription at any time upon 30 days’ written notice.

8.3 Termination for Cause

Either party may terminate if the other party materially breaches these Terms and fails to cure within 15 days after written notice.

8.4 Effect of Termination

Upon termination, your right to access the Services ceases and all fees due become immediately payable. Sections 4, 5, 9–13 survive termination.

9. DISCLAIMER OF WARRANTIES

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” UPUPDNDN DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON‑INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR‑FREE.

10. LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS OR REVENUES. EACH PARTY’S TOTAL LIABILITY UNDER THESE TERMS WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO UPUPDNDN IN THE 12 MONTHS PRECEDING THE CLAIM.

11. INDEMNIFICATION

You agree to indemnify and hold harmless upupdndn, its affiliates, and their officers, directors, employees, and agents from any claims arising out of your use of the Services or violation of these Terms.

12. GOVERNING LAW & DISPUTE RESOLUTION

These Terms are governed by the laws of the State of New York, USA, without regard to conflict‑of‑laws principles. Any dispute shall be resolved by binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association in New York County, NY. The prevailing party is entitled to reasonable attorneys’ fees.

13. CHANGES TO TERMS

We may update these Terms from time to time. Material changes will be posted on the website or notified via email. Continued use of the Services after the effective date constitutes acceptance of the revised Terms.

14. CONTACT

For questions about these Terms, email legal@upupdndn.com