1. ACCEPTANCE OF TERMS
These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and Upstarte ("Upstarte," "we," "us," or "our") governing your access to and use of the Upstarte platform, including our website, software, applications, and services (collectively, the "Service").
By accessing or using the Service, you agree to be bound by these Terms. If you do not agree to these Terms, you may not access or use the Service.
2. DESCRIPTION OF SERVICE
Upstarte provides an automated reputation management platform designed for service-based businesses. Our Service includes:
Automated review request campaigns via SMS and email, integration with business management and CRM systems, review reactivation for past clients, dynamic follow-up messaging, AI-powered review responses, review widgets for business websites, analytics and reporting dashboard, and CRM integrations via Zapier and direct API connections.
3. ELIGIBILITY
You must be at least 18 years of age and legally authorized to enter into binding contracts to use the Service. By using the Service, you represent and warrant that you meet these eligibility requirements. You must comply with all applicable federal, state, and local laws governing your business and its communications with clients.
4. ACCOUNT REGISTRATION
4.1 Account Creation
To access the Service, you must create an account by providing accurate, complete, and current information. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account.
4.2 Account Security
You agree to notify us immediately of any unauthorized use of your account, use a strong and unique password, not share your account credentials with others, and log out from your account at the end of each session.
4.3 Account Termination
We reserve the right to suspend or terminate your account at any time for violation of these Terms or for any other reason at our sole discretion.
5. SUBSCRIPTION AND BILLING
5.1 Subscription Plans and Offers
Upstarte offers a variety of subscription plans, trial offers, and promotional packages as presented at the time of your purchase. The specific pricing, trial period length, trial cost (if any), included features, and any upsells or add-ons will be clearly described in the offer you accept. All fees are in U.S. Dollars (USD). The terms of your specific offer govern your initial billing and any promotional pricing period.
5.2 Trial Periods
We may offer trial periods of varying lengths and at various price points, including free trials, paid trials, or reduced-rate introductory periods. The specific terms of any trial — including duration and cost — will be presented at the time of signup. After your trial period ends, your subscription will automatically renew at the standard rate for your selected plan unless you cancel before the trial period expires.
5.3 Automatic Renewal
Your subscription will automatically renew on a recurring basis (monthly or as otherwise stated in your offer) at the then-current subscription rate unless you cancel before the renewal date.
5.4 Payment Method
You authorize us to charge your designated payment method for all fees associated with your selected plan, including any trial fees, subscription fees, and applicable usage costs. You must maintain a valid payment method on file.
5.5 Price Changes
We reserve the right to change our pricing at any time. Price changes will take effect at the start of your next billing cycle after we provide you with at least 30 days' notice.
5.6 SMS and Email Costs
Depending on your selected plan, SMS and email delivery costs may be included in your subscription or billed separately at our hard cost with no markup. Your specific plan details will indicate how these costs are handled. For plans where they are billed separately, costs typically range from $3–$15 per month depending on volume.
5.7 Cancellation
You may cancel your subscription at any time through your account dashboard or by contacting support. Cancellation takes effect at the end of your current billing period. No refunds will be provided for partial months or unused time, except as stated in our Refund Policy.
5.8 Late Payment
If payment is not received by the due date, we reserve the right to suspend or terminate your access to the Service until payment is received.
6. USE OF SERVICE
6.1 License Grant
Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service for your internal business purposes.
6.2 Restrictions
You agree not to use the Service for any illegal purpose or in violation of any laws, send spam or unsolicited messages to individuals who have not provided consent, upload or transmit viruses or malicious code, attempt to gain unauthorized access to the Service or related systems, reverse engineer or decompile any portion of the Service, use the Service to harass or harm another person, remove or alter any proprietary notices on the Service, use the Service in any way that could damage or impair it, or resell or sublicense the Service without our written permission.
6.3 Compliance with Laws
You are solely responsible for ensuring your use of the Service complies with all applicable laws and regulations, including the Telephone Consumer Protection Act (TCPA), the CAN-SPAM Act, and all applicable state and federal privacy laws.
7. CLIENT DATA AND PRIVACY
7.1 Your Data
You retain all ownership rights to any data you upload to the Service, including client names, contact information, and job or account details ("Client Data").
7.2 Data Use
We will only use Client Data to provide the Service to you. We will not sell, rent, or share Client Data with third parties except as necessary to provide the Service, with your explicit consent, or as required by law.
7.3 Data Security
We implement reasonable security measures to protect Client Data. However, no system is completely secure, and we cannot guarantee the absolute security of your data.
7.4 Data Backup
You are responsible for maintaining your own backup copies of Client Data.
7.5 Data Retention
Upon termination of your account, we will delete Client Data within 30 days unless we are required to retain it by law.
7.6 Privacy Policy
Our collection and use of personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference.
8. CONSENT AND COMPLIANCE
8.1 Client Consent
You represent and warrant that you have obtained all necessary consents from your clients to send them SMS messages and emails through the Service. You are solely responsible for obtaining and maintaining proper consent.
8.2 Opt-Out Mechanism
You must provide clients with a clear and easy way to opt out of receiving messages. We include standard opt-out language (e.g., "Reply STOP to unsubscribe") in all SMS messages.
8.3 TCPA Compliance
You acknowledge that you are responsible for compliance with the TCPA and agree to indemnify us for any violations arising from your use of the Service.
9. INTELLECTUAL PROPERTY
9.1 Ownership
The Service, including all software, text, graphics, logos, and other content, is owned by Upstarte and protected by copyright, trademark, and other intellectual property laws.
9.2 Trademarks
"Upstarte" and our logos are trademarks of Upstarte. You may not use our trademarks without our prior written consent.
9.3 Feedback
If you provide us with feedback or suggestions about the Service, you grant us a perpetual, irrevocable, worldwide, royalty-free license to use such feedback without restriction.
10. THIRD-PARTY INTEGRATIONS
The Service may integrate with third-party services such as Google, CRM platforms, and Zapier. Your use of third-party services is subject to their respective terms and conditions. We do not warrant or support third-party services and reserve the right to add, modify, or remove integrations at any time without notice.
11. REVIEWS AND CONTENT
11.1 Review Requests
We send review requests to your clients on your behalf. You are responsible for ensuring that review requests comply with Google's review policies and applicable laws.
11.2 Review Responses
Our AI-powered review response feature generates automated responses to reviews. You should review and approve responses before they are published, particularly for negative reviews or sensitive matters.
11.3 Google Policies
You acknowledge that Google has its own policies regarding reviews and that violations of those policies may result in penalties to your Google Business Profile, including permanent suspension. We are not responsible for any penalties imposed by Google.
11.4 Review Filtering
We do not filter or prevent negative reviews from being submitted to Google. Any service claiming to filter reviews before they reach Google violates Google's policies and puts your Business Profile at risk.
12. LIMITATIONS OF LIABILITY
12.1 Disclaimer of Warranties
THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
12.2 Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, UPSTARTE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES. IN NO EVENT SHALL UPSTARTE'S TOTAL LIABILITY TO YOU FOR ALL CLAIMS EXCEED THE AMOUNT YOU PAID TO UPSTARTE IN THE 12 MONTHS PRECEDING THE CLAIM, OR $100, WHICHEVER IS GREATER.
12.3 Exceptions
Some jurisdictions do not allow the exclusion of certain warranties or the limitation of liability for incidental or consequential damages. In such jurisdictions, the above limitations may not apply to you.
13. INDEMNIFICATION
You agree to indemnify, defend, and hold harmless Upstarte and its officers, directors, employees, contractors, agents, licensors, and suppliers from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms, your violation of any applicable laws or regulations, your use of the Service, or any TCPA violations arising from messages sent through the Service.
14. MODIFICATIONS TO SERVICE AND TERMS
We reserve the right to modify, suspend, or discontinue the Service at any time with or without notice. We may modify these Terms at any time by posting revised Terms on our website. Your continued use of the Service after such changes constitutes your acceptance of the revised Terms. We will provide notice of material changes via email or through the Service.
15. TERMINATION
You may terminate your account at any time through your account dashboard or by contacting us. Termination is effective at the end of your current billing period. We may suspend or terminate your account immediately, without prior notice, for any reason including breach of these Terms. Upon termination, your access to the Service will cease, you remain liable for all fees incurred prior to termination, and we will delete your Client Data within 30 days. Sections that by their nature should survive termination will survive.
16. DISPUTE RESOLUTION
16.1 Informal Resolution
If you have a dispute with us, please contact us first at [email protected] and attempt to resolve it informally.
16.2 Arbitration
Any dispute that cannot be resolved informally shall be resolved through binding arbitration in accordance with the American Arbitration Association's Commercial Arbitration Rules. Judgment on the arbitration award may be entered in any court having jurisdiction.
16.3 Class Action Waiver
You agree that any arbitration or proceeding shall be limited to the dispute between you and Upstarte individually. You waive any right to participate in a class action lawsuit against Upstarte.
16.4 Governing Law
These Terms shall be governed by and construed in accordance with the laws of the state in which Upstarte is domiciled, without regard to conflict of law provisions.
17. GENERAL PROVISIONS
These Terms, together with our Privacy Policy, constitute the entire agreement between you and Upstarte regarding the Service. Our failure to enforce any right or provision will not be considered a waiver. If any provision is held invalid or unenforceable, the remaining provisions remain in full force. You may not assign these Terms without our prior written consent. We will not be liable for failures due to circumstances beyond our reasonable control. All notices to you will be sent to the email address associated with your account. Notices to us should be sent to [email protected]. Nothing in these Terms creates a partnership, joint venture, or agency relationship between you and Upstarte.
18. CONTACT INFORMATION
Email: [email protected] Website: www.upstarte.com Mailing Address: [Your Business Address]
BY USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE.
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