Terms of Service

Introduction

These Terms of Service ("Terms") govern access to and use of the UpFix platform, including our web application, APIs, AI-assisted features, and related services (collectively, the "Service") provided by UpFix LLC ("UpFix," "we," "us," or "our"). By accessing or using the Service, you agree to these Terms. If you use the Service on behalf of an organization, you represent that you have authority to bind that organization and references to "you" include that organization and its authorized users.

Key Definitions

• Customer Data: Data you submit to the Service (e.g., asset/device details, work orders, documents, meter readings, chat prompts, telemetry).
• Output: Content generated by the Service or its AI features based on prompts, documents, or context you provide.
• Free Tier: No-fee plan with limited features, storage, and support, offered "as available" and subject to change or suspension.
• Paid Plans: Subscription plans (e.g., Standard, Premium) that include per-seat billing, trials, and feature entitlements as set out in your order or billing page.
• Tenant: The organization account within UpFix that scopes users, data, billing, and automation.
• Beta Features: Features labeled beta/preview or similar, offered for evaluation and not for production use.

Account & Access

You must be at least 18, legally able to contract, and, if applicable, authorized by your organization to create and manage a Tenant. You are responsible for:

• Keeping account credentials confidential and restricting access to authorized users.
• Ensuring users comply with these Terms and applicable law.
• Configuring role-based access, tenant selections, and multi-tenant separation as intended.
• Providing accurate billing, contact, and technical information.

License & Access Rights

• UpFix grants a non-exclusive, non-transferable right to access and use the Service during your active plan, solely for your internal business purposes.
• APIs and downloadable components (if provided) are licensed for use with the Service and may not be reverse engineered except as allowed by law.
• Role-based permissions and usage limits apply (e.g., seats, storage, triggers, API rate limits); attempts to circumvent limits are prohibited.

Plans, Billing & Trials

• Free Tier: Provided without fees, SLAs, guarantees, or support commitments. UpFix may throttle, limit storage/processing, modify, or discontinue Free Tier access at any time.
• Trials: Time-limited. When a trial ends, access may revert to Free Tier or be suspended unless you convert to a Paid Plan. We may restrict multiple or repeat trials.
• Trial Data: Data and configurations from trials may be deleted or inaccessible after the trial unless you convert before it ends.
• Paid Plans: Billed per-seat (billable active users) and per selected plan. Subscriptions auto-renew each period until canceled. You authorize us (or our payment processors such as Stripe) to charge applicable fees, taxes, and overages.
• Changes & Taxes: We may change prices or features; material changes take effect in your next renewal term. You are responsible for taxes, duties, and regulatory fees.
• Non-Refundable: Except where required by law, fees are non-refundable and payable in advance. Downgrades take effect at the next renewal.
• Suspension for Non-Payment: We may suspend or terminate access for late or failed payment.

Acceptable Use

You will not (and will not allow others to):

• Use the Service for unlawful, harmful, or high-risk activities (including safety-critical or life support systems).
• Infringe, misuse, or misappropriate others’ rights; upload content without necessary rights.
• Probe, scan, or test security or performance without written authorization.
• Interfere with, overload, or circumvent rate limits, billing controls, or access controls.
• Transmit malware or perform actions that degrade or disrupt the Service.
• Use Output without human review where accuracy is critical; misrepresent Output as professional advice.
• Store or process data subject to special regimes (e.g., PCI card data, protected health information, export-controlled data) unless expressly permitted in writing.
• Decompile, copy, frame, resell, or access the Service to build a competing product.
• Upload Sensitive Personal Data; if you do, you remain solely responsible for its handling.

Customer Data & Privacy

You retain ownership of Customer Data. You grant UpFix a worldwide, non-exclusive, royalty-free license to host, process, transmit, display, and create derived metadata from Customer Data to provide, secure, and improve the Service (including analytics, de-identified trends, and quality improvements). You are responsible for obtaining rights and lawful bases to provide Customer Data to us and for configuring retention, access, and exports. Our use of personal information is described in the Privacy Policy.

Security & Availability

We employ administrative, technical, and physical safeguards appropriate for the Service (e.g., role-based access, tenant isolation, storage encryption through cloud providers). However, you acknowledge that no service is 100% secure or error-free and availability may be affected by maintenance, outages, or third-party providers. You must implement reasonable security controls on your side (network, devices, credential hygiene, backups) and promptly notify us of suspected account compromise.

AI, Automations & Third Parties

The Service uses third-party infrastructure, processors, and AI/LLM services. Customer Data and prompts may transit or be processed by these providers subject to their terms. Output may be inaccurate, incomplete, biased, or unsuitable for reliance without human review. Automations, schedules, and triggers (including maintenance, document processing, and metric-based actions) execute based on your configuration; you are responsible for validating accuracy, safety, and appropriateness before acting on results. Providers are contractually restricted from training on Customer Data unless expressly disclosed.

Intellectual Property & Feedback

UpFix and its licensors own all rights in the Service, software, documentation, and trademarks. No rights are granted except as expressly stated. If you provide feedback or suggestions, you grant UpFix a perpetual, irrevocable, worldwide, royalty-free license to use and exploit that feedback without restriction or attribution.

Termination & Suspension

• You may terminate at the end of your current billing period (or immediately for Free Tier) by following the in-product cancellation flow; fees already paid are non-refundable.
• We may suspend or terminate access for breach, security risk, non-payment, misuse, or to comply with law. We may also discontinue the Service (or any feature) with notice where feasible.
• Upon termination, your right to use the Service stops. We may retain and use aggregated or de-identified data. On request and subject to payment of any outstanding fees, we will provide reasonable export assistance for a limited period, unless prohibited by law or undue burden. Trial/Free Tier data may be deleted after termination.

Disclaimers

THE SERVICE (INCLUDING FREE TIER, TRIALS, BETA/AI FEATURES, OUTPUT, AND THIRD-PARTY INTEGRATIONS) IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. UPFIX DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND TITLE. UPFIX DOES NOT WARRANT THAT THE SERVICE WILL BE ERROR-FREE, UNINTERRUPTED, OR THAT OUTPUT WILL BE ACCURATE OR COMPLETE.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, UPFIX, ITS AFFILIATES, AND SUPPLIERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES; LOSS OF USE, DATA, BUSINESS, REVENUE, OR PROFITS; OR COST OF SUBSTITUTE GOODS OR SERVICES, EVEN IF ADVISED OF THE POSSIBILITY. UPFIX’S TOTAL LIABILITY FOR ALL CLAIMS IN THE AGGREGATE WILL NOT EXCEED THE AMOUNTS PAID BY YOU TO UPFIX FOR THE SERVICE GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS BEFORE THE EVENT. THESE LIMITATIONS APPLY EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE.

Indemnification

You will defend, indemnify, and hold harmless UpFix, its affiliates, and their officers, directors, employees, and agents from and against claims, losses, and expenses (including reasonable attorneys’ fees) arising from Customer Data, your use or misuse of the Service, breach of these Terms, or violation of law or third-party rights.

If a third party claims your authorized use of the Service infringes its intellectual property rights, UpFix may (at its option) modify the Service, procure rights, or terminate access with a prorated refund of prepaid unused fees; this is your sole remedy for such claims.

Governing Law & Disputes

These Terms are governed by the laws of the State of Delaware, excluding its conflicts of law principles. Any dispute arising out of or relating to the Service or these Terms will be brought exclusively in the state or federal courts located in Delaware, and you consent to their jurisdiction. Either party may seek injunctive relief in any court of competent jurisdiction for misuse of intellectual property or breach of confidentiality.

Changes to Terms

We may modify these Terms. Material changes will be notified through the Service or email where practicable. Continued use after changes become effective constitutes acceptance. If you do not agree, you must stop using the Service and, if applicable, cancel your subscription before the next renewal.

Contact Information

If you have questions about these Terms of Service, please contact us at: