UponAI End User License Agreement

Subject to this Agreement and any applicable order form, subscription, or service plan, UponAI grants you a limited, non-exclusive, non-transferable, revocable right to access and use the Services for your internal business purposes.

You do not acquire ownership of the Services, software, models, workflows, documentation, designs, code, infrastructure, or other UponAI technology. All rights not expressly granted are reserved by UponAI.

You are responsible for:

• Providing accurate account and billing information.
• Maintaining the confidentiality of usernames, passwords, API keys, access tokens, and credentials.
• All activity that occurs under your account.
• Ensuring that your authorized users comply with this Agreement.

You must promptly notify UponAI if you believe your account or credentials have been compromised.

"Customer Data" means information, content, call audio, call recordings, transcripts, messages, contact data, configuration data, billing data, prompts, files, and other materials that you or your users submit to or generate through the Services.

As between you and UponAI, you retain ownership of Customer Data. You grant UponAI a limited right to host, process, transmit, analyze, display, and use Customer Data as necessary to provide, secure, maintain, improve, support, and troubleshoot the Services, comply with law, and enforce this Agreement.

You are responsible for Customer Data, including the legality, accuracy, quality, and rights necessary for UponAI to process it.

The Services may allow you to place or receive calls, send or receive messages, record calls, generate transcripts, route communications, and operate AI-powered agents.

You are responsible for complying with all laws and rules that apply to your use of communications features, including laws related to:

• Consent to call, message, record, transcribe, or monitor communications.
• Telemarketing, autodialing, SMS, email, and outreach.
• Do-not-call, opt-out, suppression, and unsubscribe requirements.
• Emergency calling limitations.
• Industry-specific requirements for financial, healthcare, insurance, legal, employment, or other regulated communications.

You must not use the Services to send unlawful, deceptive, abusive, harassing, fraudulent, or unauthorized communications.

The Services may include AI-generated responses, summaries, classifications, recommendations, transcripts, analyses, automations, or other outputs ("Outputs").

You are responsible for reviewing and validating Outputs before relying on them. Outputs may be inaccurate, incomplete, delayed, offensive, or inappropriate for your use case. You must not use Outputs as the sole basis for decisions that have legal, financial, medical, employment, housing, credit, safety, or other significant effects on individuals unless you have implemented appropriate human review and compliance controls.

You are responsible for configuring agents, prompts, tools, data sources, transfer rules, and workflows appropriately for your business.

You must not, and must not allow others to:

• Reverse engineer, decompile, disassemble, copy, or attempt to extract source code from the Services, except to the extent prohibited by law.
• Circumvent usage limits, security controls, authentication, rate limits, billing controls, or access restrictions.
• Use the Services to violate law or third-party rights.
• Upload malware, malicious code, or content designed to disrupt systems.
• Interfere with or degrade the Services or related infrastructure.
• Use the Services to build a competing service by copying non-public features, workflows, or interfaces.
• Sell, sublicense, rent, lease, or provide unauthorized access to the Services.
• Use the Services for spam, phishing, fraud, impersonation, deceptive practices, or unlawful surveillance.

The Services may connect with third-party platforms, carriers, AI providers, telephony providers, payment processors, accounting systems, CRMs, support tools, cloud providers, or other integrations.

Your use of third-party services may be governed by separate terms and privacy policies. UponAI is not responsible for third-party services, and we do not control their availability, security, functionality, or data practices. You authorize UponAI to transmit Customer Data and credentials to third-party services as necessary to provide enabled integrations.

You agree to pay all fees for your subscription, usage, add-ons, overages, communications, integrations, and other charges associated with your account. Fees may include fixed platform fees and usage-based fees for calls, messages, AI processing, storage, support, or other services.

Unless otherwise stated, fees are non-refundable. You are responsible for applicable taxes, duties, and governmental charges, excluding taxes based on UponAI's income.

If payment is late or fails, UponAI may suspend or limit access to the Services.

UponAI may modify, update, suspend, discontinue, or limit parts of the Services at any time. We may perform maintenance, deploy updates, change providers, or adjust features to improve reliability, security, compliance, or performance.

We will make reasonable efforts to avoid unnecessary disruption, but we do not guarantee uninterrupted or error-free service.

Each party may receive non-public information from the other party that should reasonably be understood to be confidential. The receiving party will use confidential information only to perform under this Agreement and will protect it using reasonable care.

Confidentiality obligations do not apply to information that is publicly available through no fault of the receiving party, independently developed without use of confidential information, rightfully received from a third party without confidentiality obligations, or required to be disclosed by law.

UponAI uses reasonable administrative, technical, and organizational measures designed to protect the Services and Customer Data. You are responsible for maintaining secure account practices, managing authorized users, rotating credentials when appropriate, and promptly disabling access for users who no longer need it.

No system is perfectly secure. You must notify UponAI promptly of suspected unauthorized access or security incidents involving your account.

UponAI and its licensors own all rights in the Services and related technology. You may provide comments, suggestions, ideas, or feedback. You grant UponAI a perpetual, worldwide, royalty-free right to use feedback without restriction or obligation.

UponAI may use aggregated or de-identified information derived from use of the Services for analytics, benchmarking, reliability, security, and improvement, provided it does not identify you or any individual.

UponAI may suspend or terminate access to the Services if:

• You violate this Agreement.
• Your use creates security, legal, operational, or reputational risk.
• Payment is overdue.
• Required by law or a third-party provider.
• Continued operation may harm UponAI, users, third parties, or the Services.

You may stop using the Services at any time. Termination does not relieve you of payment obligations incurred before termination.

The Services are provided "as is" and "as available." To the fullest extent permitted by law, UponAI disclaims all warranties, express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, availability, accuracy, and uninterrupted operation.

UponAI does not warrant that AI outputs, transcripts, call routing, integrations, analytics, or billing calculations will be error-free or suitable for every use case.

To the fullest extent permitted by law, UponAI will not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, lost data, business interruption, or cost of substitute services.

To the fullest extent permitted by law, UponAI's total liability arising out of or relating to this Agreement or the Services will not exceed the amounts paid by you to UponAI for the Services during the three months before the event giving rise to liability.

Some jurisdictions do not allow certain limitations, so some limitations may not apply to you.

You will defend, indemnify, and hold harmless UponAI, its affiliates, officers, directors, employees, contractors, and agents from claims, damages, liabilities, losses, costs, and expenses arising from:

• Customer Data.
• Your use of the Services.
• Your violation of this Agreement or law.
• Your communications, calls, messages, recordings, transcripts, or outreach.
• Your products, services, customers, users, or business operations.

This Agreement is governed by the laws of the jurisdiction where UponAI is organized, without regard to conflict-of-law rules, unless applicable law requires otherwise.

Before filing a claim, each party agrees to try to resolve disputes informally by contacting the other party. You may contact UponAI using the contact details below.

UponAI may update this Agreement from time to time. The updated Agreement will be posted at the applicable UponAI website or within the Services. The updated Agreement is effective when posted unless a later date is stated.

Your continued use of the Services after an update means you accept the updated Agreement.

Questions about this Agreement may be sent to:

UponAI Email: support@uponai.com Website: https://uponai.com