1. When these terms apply
These Standard License Terms govern a license directly between the Builder identified in the listing and the Buyer when the listing does not provide its own license. Uptify administers the transaction and is not the licensor unless identified as the seller. The listing and order identify the Product, version, tier, pricing unit, coverage, support and billing interval. A specific listing license controls a conflict about Product rights; it cannot waive Platform refund or safety obligations. No ownership transfers.
2. Use License
After payment, the Builder grants the Buyer a nonexclusive license to install, run, configure and use the Product for the Buyer's own dealer operations within purchased coverage. Staff and contractors may use it solely for that purpose under the Buyer's responsibility. Where source is supplied, the Buyer may modify it for those operations and make reasonable backup copies. The license does not permit resale, distribution to other businesses, sublicensing as a separate product or providing a hosted service to others.
3. Dealers, websites and groups
Per-dealer coverage permits use for the number of dealers purchased. A dealer is one dealership operation or location; a group purchase covers up to the stated number, not every affiliate without limit. Per-website coverage permits use on the number of websites purchased, including their development and staging copies for the same deployment. Do not use staging as a separate public site.
One-off means one payment for repeated internal use without a per-dealer or per-website quantity limit, subject to any express listing scope. It does not grant commercial resale rights. A group license carries the listing's stated maximum for the relevant unit. Add coverage before exceeding that maximum. Redistribution to a separate business requires a Commercial License or a separate written grant.
4. Commercial License
A Commercial License applies only when expressly offered and purchased or approved in the listing. It permits the Buyer to embed the Product in its own product or resell it only to the extent the listing's commercial scope allows, including any quantity, end-customer, deployment or billing limits. In the absence of a broader express grant, commercial use permits incorporation into one Buyer product and distribution of the incorporated functionality to its end customers; it does not permit selling the original Product as a standalone substitute or distributing its source.
Give end customers only the rights needed to use your authorized product, protect the Builder's retained rights and required notices, and remain responsible for their compliance. You provide your end customers' support unless otherwise agreed. A Commercial License does not authorize trademark use, implied endorsement or redistribution of third-party material beyond its own license. If scope is unclear, obtain written terms through the Platform before distributing.
5. Restrictions and third-party components
Do not share license keys or download links, remove ownership notices, bypass access or quantity limits, use a Product unlawfully or exploit it to access data without authority. You may not transfer a license except with a transfer of the covered business if the recipient assumes its obligations, existing copies are removed, and the Builder's reasonable consent is obtained. Restrictions do not prohibit acts that mandatory law expressly permits.
Where the Product accesses dealership customer information, the Builder acts as a service provider to the Buyer under the FTC Safeguards Rule. The Builder will maintain reasonable administrative, technical and physical safeguards for that information, use it only to provide the Product, and promptly notify the Buyer of any unauthorized access it discovers.
Open-source Products and components retain their own applicable licenses. Their redistribution, modification, source and notice rights are not reduced by these terms or a download limit. A separately purchased hosting or support service can have its own service obligations without changing the open-source license.
6. Updates, support and services
The purchase includes the version and deliverables stated in the listing. Updates offered for that Product are available without an additional Product charge while your entitlement remains active; this does not promise a future feature, new product or indefinite development. Included support lasts for the listing's stated period and covers its stated scope. Modifications you make may fall outside that support scope, but do not erase rights for an original defect. Hosted Products also depend on their stated service requirements and third-party accounts. Keep backups and test changes.
7. Term and termination
A paid one-time license is perpetual unless the listing expressly states a shorter term, subject to compliance. A subscription license lasts through its paid period and ends when cancellation becomes effective or required renewal payment is not made. A free pilot license ends at the stated pilot deadline and does not become paid automatically.
The Builder may terminate for a material breach after written notice through the Platform and 10 days to cure, or immediately where continued use infringes rights or creates a serious security risk that cannot reasonably await cure. A refund of the full purchase price ends the corresponding paid license unless otherwise agreed. Stop using and delete copies after termination, except legally required archival copies that are not used. Authorized end-customer rights under a paid Commercial License survive the Buyer's termination for unrelated conduct if their use remains within the grant and lawful. Delisting alone does not terminate a valid paid license. Platform access may be disabled under the Terms and takedown process.
8. Assurances and remedies
The Builder warrants its authority to grant this license, that it has the rights needed to grant it, and its express listing commitments. Except for those warranties and nonwaivable rights, the Product is provided as is, without implied warranties of merchantability or fitness for a particular purpose to the extent permitted by law. Refunds follow the Refund and Cancellation Policy. This standard license does not create a separate arbitration agreement or impose the Platform's liability cap on disputes between Buyer and Builder. The Terms govern claims against the Platform.
TO THE EXTENT PERMITTED BY LAW, THE BUILDER WILL NOT BE LIABLE TO THE BUYER FOR LOST PROFITS, LOST REVENUE OR INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, AND THE BUILDER'S TOTAL LIABILITY UNDER THIS LICENSE WILL NOT EXCEED THE AMOUNT THE BUYER PAID FOR THE PRODUCT IN THE 12 MONTHS BEFORE THE CLAIM. THIS LIMIT DOES NOT APPLY TO A BREACH OF THE WARRANTY OF AUTHORITY, FRAUD, OR WILLFUL MISCONDUCT.
Contact
Send legal notices and questions about this document to Uptify at legal@uptify.ai. Identify your account and the relevant listing or order. Do not include dealership customer records or account credentials.