1. Your agreement
These Terms are a contract between Uptify ("we", "us") and the business accepting them ("you"). Our marketplace at uptify.ai and its account, payment, messaging, API and agent services are the "Platform". By selecting an acceptance control at sign-in, Builder onboarding or checkout, you agree to these Terms. The person accepting represents that they are at least 18 and authorized to bind the business. The Platform is for business use, not personal, family or household purchases.
A seller is a "Builder". A dealership, dealer group or other business purchasing or piloting a listing is a "Buyer". A "Product" is the software, template, spreadsheet, script, AI prompt or skill, hosted tool or service described in a listing. The Builder Agreement, Refund and Cancellation Policy and Copyright and Takedown Policy are incorporated into these Terms. The Privacy Policy explains our data practices. The Standard License Terms govern a Product when its listing does not supply different license terms.
The Builder Agreement controls Builder-specific obligations; the Refund and Cancellation Policy controls refund eligibility. A listing may define Product scope, support and license rights, but cannot reduce these platform obligations or bind us to additional promises without our written agreement.
2. Accounts and authority
Provide accurate business, dealer, contact and payment information and keep it current. Protect your email account, sign-in credentials and agent tokens. Authorize staff only within their duties. You are responsible for activity you authorize through your account. Tell us promptly if an account or token is compromised. Do not impersonate another business or evade a suspension with another account.
3. Marketplace and payment collection
Uptify operates the marketplace. Builders independently supply their Products and contract with Buyers for their sale, license and performance. We are not the seller of record unless a listing expressly identifies us in that role. Uptify or its affiliates may list products, subject to the same marketplace rules.
Each Builder appoints Uptify as its limited payment collection agent solely to receive Buyer payments for its orders and administer applicable refunds. Payment received by us or our designated payment processor satisfies the Buyer's corresponding payment obligation to the Builder, even if we have not yet paid the Builder. This appointment creates no employment, partnership, franchise or general agency relationship.
Card payments are processed through Stripe Connect using destination charges and a platform fee. Test or simulated transactions are identified as such and do not charge real money. We do not promise availability of any particular payment method.
4. Buying, licensing and pilots
Read the listing, data access disclosures, license, delivery requirements, support period and billing interval before ordering. An order covers only the dealers, websites, quantity and license tier purchased. Group coverage is limited to its stated dealer or website maximum. A Use License permits your own operations. A Commercial License permits resale or embedding only within its stated terms. Ownership of a Product does not transfer to a Buyer.
Pilots are free and time-limited. They end without an automatic paid conversion. You must choose and accept a paid order to continue on paid terms. Builder sales exclusions and approval requirements apply to new purchases and pilots. Do not misstate your dealer, group, location or intended use to bypass them.
Test Products outside production, maintain backups and confirm compatibility and vendor permissions before use. You control the data you authorize a Product to access. You remain responsible for your dealership's compliance, including GLBA, the FTC Safeguards Rule, TCPA, CAN-SPAM, state privacy laws and DMS or CRM agreements. Obtain required consents and a data processing agreement where needed. Do not upload customer records to public listings, messages or support requests.
5. Prices, fees and refunds
Pay the price, billing interval and taxes disclosed at checkout. There is no separate Buyer platform fee unless expressly disclosed before acceptance. Our standard Builder fee is 20% for exclusive Builders and 35% for non-exclusive Builders, subject to an agreed override. The Builder Agreement governs fee calculation, payout holds, refunds and chargebacks.
Subscriptions may be canceled for each covered dealer at the end of its current period, without proration, as stated in the Refund and Cancellation Policy. That policy also governs downloads, first-period subscription failures and service escrow. Request relief through Purchases and keep relevant evidence. Neither these Terms nor a listing takes away rights that cannot lawfully be waived. Do not seek both a platform refund and a payment reversal for the same loss.
6. Acceptable use and customer data
Do not upload malware, stolen code, exposed credentials, unlawful content or misleading claims; probe systems without permission; evade access controls; scrape private account data; infringe rights; or use the Platform to harass, spam or discriminate unlawfully. Do not falsify reviews, sales, employer permission or security results.
Keep marketplace sales and communications on the Platform. Do not share phone numbers, email addresses, personal websites, social handles, QR codes or disguised contact details in listings, profiles or messages, or direct a participant to an off-platform transaction to avoid fees. A permitted public open-source repository link identifies the Product, not a means to exchange contact details. Private legal notices and required rights-holder communications use the contact channels in our policies.
A Builder must disclose all reads, writes, systems, destinations and customer data touched. It may process that data only as disclosed and authorized by the Buyer, for delivery and support, subject to applicable law. It must not sell it, retain it beyond that purpose, use it for unrelated marketing or model training, or access additional data without authorization. A listing is not permission from a customer or a vendor.
7. AI agents and connected tools
You may connect an AI agent through OAuth or authorized API tokens and the MCP server. Review its requested scopes and permissions before granting access. An agent acts for the account holder, who is responsible for the instructions, submissions, approvals and other actions taken within that authorization, including mistakes. Revoke grants and tokens you no longer need. Agent access does not bypass review, purchase, license or approval requirements. Independently check AI-generated code and statements before publishing or using them. An agent provider's own terms and privacy practices apply to information you send to it.
8. Reviews and ratings
Reviews must reflect actual experience with a completed pilot or purchase. Verified status confirms the qualifying transaction, not the accuracy of the opinion or an independently audited business outcome. Disclose material relationships and incentives. Builders may respond but must not condition support, refunds or benefits on a favorable review. We may remove policy violations or manipulated reviews; disagreement or an unfavorable rating alone is not a violation.
9. Review and enforcement
Every listing is reviewed before publication, and material changes and new versions require review. Review is limited to the checks shown and is not a security, legal, ownership, compatibility or regulatory certification. We may inspect listings, files, profiles, messages and related activity with automated tools and human reviewers to enforce policy and resolve disputes.
We may reject content, block a message, pause sales, remove a listing, restrict agent access, lock an account or hold payouts when reasonably necessary to address a violation, credible rights complaint, fraud, security risk or payment exposure. A phone number in a message can trigger an immediate lock. We provide a reason and an appeal route when lawful and safe. Contact us or use the account appeal form to submit evidence. Holds cover pending review and reasonably documented liabilities, not automatic forfeiture of all earnings. We may offset amounts actually owed and release undisputed funds when the reason for the hold ends.
10. Intellectual property and feedback
Builders retain Product rights subject to Buyer licenses. You retain rights in content you submit and grant us a nonexclusive, worldwide, royalty-free license to host, copy, scan, display and distribute it as needed to operate, promote its listing and fulfill purchases. This license continues after removal only as needed for existing licenses, dispute evidence, backups and legal obligations. It does not authorize unrelated sale of private data.
We own our Platform design, code and branding, excluding participant content and third-party materials. You may use the Platform for its intended business purpose, but may not copy or sell it. You may choose to provide feedback; you grant us a perpetual, worldwide, royalty-free right to use and incorporate that feedback without attribution or payment. Do not submit someone else's confidential information as feedback. Copyright notices and counter-notices follow our Copyright and Takedown Policy.
11. Disclaimers
TO THE EXTENT PERMITTED BY LAW, THE PLATFORM AND PRODUCTS ARE PROVIDED AS IS AND AS AVAILABLE. UPTIFY DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON INFRINGEMENT. WE DO NOT WARRANT UNINTERRUPTED OPERATION, ERROR-FREE OUTPUT, SECURITY, REGULATORY COMPLIANCE OR A PARTICULAR BUSINESS RESULT.
A Builder remains bound by its express listing commitments and warranties in the Builder Agreement. These disclaimers do not eliminate the refund policy, our express obligations, or protections that applicable law does not permit the parties to exclude.
12. Limitation of liability
TO THE EXTENT PERMITTED BY LAW, UPTIFY AND ITS AFFILIATES WILL NOT BE LIABLE FOR LOST PROFITS, REVENUE, GOODWILL OR DATA, BUSINESS INTERRUPTION, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING FROM THE PLATFORM OR THESE TERMS, EVEN IF ADVISED OF THEIR POSSIBILITY.
Our aggregate liability for all claims arising from the Platform or these Terms will not exceed the platform fees paid to and retained by Uptify in connection with your account during the 12 months before the event giving rise to the claim. For a Buyer, this means the platform fee portion of its purchases, not the Builder's proceeds. For a Builder, it means platform fees on its sales. If no fees were paid, the cap is zero. Related events constitute one event for this calculation.
These limits apply regardless of the legal theory. They do not limit fraud, willful misconduct, gross negligence, liability that cannot be limited by law, or our obligation to remit undisputed Builder proceeds or an approved refund. They do not enlarge any Builder's rights against a Buyer. The allocation of risk is part of the basis for offering the Platform at its stated fees.
13. Buyer and Builder indemnities
You will defend Uptify, its affiliates and their personnel against third-party claims, and pay resulting final damages and reasonable settlement amounts and defense costs, to the extent caused by your unlawful conduct, infringement, material breach of these Terms or unauthorized use or disclosure of data. A Buyer's obligation includes its customer communications, uploaded data and use of Products outside authorized scope. A Builder's obligation includes its Products, listing promises, employer or contributor rights, and unauthorized data processing.
This obligation does not cover a claim to the extent caused by our own breach, negligence or misconduct. We will give prompt notice, with delay excusing you only to the extent it materially prejudices the defense, provide reasonable cooperation at your expense, and let you control the defense with competent counsel. You may not settle a claim with an admission, nonmonetary obligation or unreleased liability for an indemnified party without its written consent, not unreasonably withheld. We may participate with separate counsel at our expense.
14. Individual arbitration and disputes
Before filing a dispute against us, send a notice to legal@uptify.ai describing the facts, relief sought and account or order. We will send notices to your account email. The parties will try in good faith to resolve it for 30 days after receipt. This does not prevent urgent provisional relief or a filing necessary to preserve a limitation period.
Except as stated below, any dispute between you and Uptify arising from these Terms or the Platform will be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The Federal Arbitration Act governs this agreement to arbitrate. One neutral arbitrator will hear the case, with Delaware as the legal seat. Hearings may be remote by agreement or the arbitrator's direction. The arbitrator may award the relief available in court on an individual claim and must issue a reasoned written award. Judgment may be entered in any court with jurisdiction. AAA rules and filing instructions are at adr.org. Fees are allocated under the applicable AAA rules and mandatory law; we will pay any additional amount required to make this agreement enforceable. If AAA requires its Consumer Rules or fee schedule, those requirements control.
Either party may bring an individual claim within a small-claims court's jurisdiction while it remains there, or ask a court for temporary relief to protect confidential information or intellectual property pending arbitration. The arbitrator decides disputes about the interpretation, applicability and enforceability of this arbitration agreement. A court decides whether an agreement to arbitrate was formed and whether the class waiver is enforceable. Neither this provision nor an internal refund decision compels arbitration between a Buyer and Builder without their own agreement.
YOU AND WE WAIVE TRIAL BY JURY AND AGREE TO BRING CLAIMS ONLY IN AN INDIVIDUAL CAPACITY, NOT AS A CLASS MEMBER OR REPRESENTATIVE. No class or representative arbitration or consolidation of other parties' claims is authorized without all affected parties' written consent. This does not waive relief that cannot lawfully be waived. If the class waiver is unenforceable for a claim, that claim proceeds in court and the remaining claims proceed in individual arbitration to the extent lawful.
You may opt out of arbitration by emailing legal@uptify.ai within 30 days of first accepting these Terms, with your name, business and account email and a clear statement that you opt out. Opting out does not affect other Terms. A later amendment will not apply to a dispute for which notice was already given.
15. Governing law and courts
Except for the Federal Arbitration Act and mandatory law, Delaware law governs these Terms without its conflict-of-laws rules. Subject to the arbitration and small-claims provisions, the parties consent to exclusive jurisdiction in the state and federal courts located in Delaware. Mandatory rights and legally required venues remain available.
16. Changes and termination
We will post updated Terms with a version and effective date and give account or email notice at least 30 days before a material change takes effect. A change needed immediately for law or an active security threat may take effect on notice, with an explanation. Changes do not retroactively alter a paid order's license or accrued rights. Continued use after the notified effective date accepts the changes; where affirmative acceptance is required, we will obtain it. If you disagree, stop using the Platform and close the account, subject to existing commitments.
You may request account closure at any time. We may terminate for material breach, repeated violations or legal requirements; for a remediable breach we ordinarily give notice and 10 days to cure, except where immediate action is needed for safety, fraud or legal compliance. We may discontinue the Platform on 30 days' notice. Termination ends new access and sales but does not erase payment, refund, support, license, confidentiality or dispute obligations already incurred. Existing lawful Buyer licenses survive as their terms provide, although unlawful or removed Products may be disabled under our takedown process.
17. General terms
These Terms and the incorporated documents are the entire Platform agreement and replace prior statements on the same subject. A failure to enforce is not a waiver. An invalid provision is narrowed or severed only as law permits; the remainder continues, subject to the arbitration-specific rule above. You may not assign this agreement without our consent, except with a business reorganization or sale if the successor assumes it and there is no evasion of restrictions. We may assign it with a merger, restructuring or sale of the relevant business. There are no third-party beneficiaries except expressly indemnified parties. Events beyond reasonable control excuse affected performance while they continue, but not accrued payment or data protection obligations. Electronic acceptances and notices have the same effect as signed writings. Provisions intended by their nature to survive termination survive.
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.