Terms of Service

These terms form an agreement between Unified Path Holdings LLC, a Delaware limited liability company (“Upplift”, “we”, “us”), and the organisation that subscribes to the Upplift platform (“Customer”, “you”). By creating an account, accepting these terms in the product, or using the platform, you agree to them. If you are agreeing on behalf of a company, you confirm you have authority to bind it.

• Platform — the Upplift software service, including its websites, applications and APIs.
• Space — a branded, access-controlled destination you create for a particular audience.
• Stakeholder — a person outside your organisation whom you invite to view a Space, such as an investor, customer, partner or supplier.
• Customer Content — everything you or your users upload, create or transmit through the platform.

You are responsible for your users’ activity, for keeping credentials secure, and for promptly removing access for people who leave your organisation. The platform is for business use by people aged 18 or over. We may suspend access where we reasonably believe there is a security risk, unlawful use, or a material breach of these terms.

Subject to these terms and payment of applicable fees, we grant you a non-exclusive, non-transferable, revocable right to access and use the platform during your subscription, for your internal business purposes. All rights not expressly granted are reserved.

You keep all ownership of Customer Content. You grant us a limited licence to host, copy, transmit, display and process it solely to provide and support the platform, including transmitting it to the service providers described in our Privacy Policy. We do not use Customer Content to train general-purpose artificial-intelligence models.

You are responsible for Customer Content, and you confirm that:

• you have the rights and permissions needed to upload it and to share it with the stakeholders you invite;
• sharing it through the platform does not breach any confidentiality obligation, securities regulation, export control or other law that applies to you; and
• where it contains personal information, you have a lawful basis for providing it to us and for the disclosures you configure.

You decide who may see what. Access controls are tools we provide; configuring them correctly for your circumstances is your responsibility.

You will not, and will not permit anyone to:

• upload unlawful, infringing, defamatory or malicious material;
• attempt to gain unauthorised access to the platform, other customers' data, or any underlying system;
• probe, scan or test the vulnerability of the platform except under a written testing agreement with us;
• reverse engineer, decompile or copy the platform, or use it to build a competing product;
• resell, sublicense or provide the platform as a service bureau to third parties; or
• use the platform in a way that impairs it for others, including through excessive automated requests.

Stakeholders access Spaces you control, on your invitation. You are responsible for who you invite and what you make visible to them. We may apply reasonable technical limits to stakeholder access to protect the platform. Stakeholders are not our customers, and we have no obligation to them beyond operating the platform.

Fees, billing frequency and included capabilities are those set out in your order or plan. Unless stated otherwise, fees are payable in advance, are non-refundable except where required by law, and exclude taxes, which you are responsible for. We may change pricing on reasonable notice, effective from your next renewal. If payment fails or is overdue, we may suspend access after giving notice.

Each party may receive information the other treats as confidential. Both agree to protect it with at least reasonable care, use it only for purposes of this agreement, and disclose it only to people who need it and are bound by similar obligations. This does not apply to information that is public through no fault of the recipient, independently developed, or required to be disclosed by law — in which case the recipient will give notice where legally permitted.

We own the platform and all associated intellectual property, including its software, design, branding and documentation, and any improvements to it. If you give us feedback or suggestions, we may use them without restriction or obligation to you.

Some features generate content using artificial intelligence. Generated output can be inaccurate, incomplete or unsuitable for a particular purpose, and it is not professional advice. You are responsible for reviewing output before relying on it or sharing it with stakeholders. We do not warrant that generated content will be accurate or error-free.

The platform integrates third-party services, and may let you connect your own. We are not responsible for third-party services, their availability, or what they do with information you direct us to send them. Your use of them is governed by their own terms.

This agreement runs for your subscription term and renews as set out in your plan. Either party may terminate for material breach that is not cured within 30 days of written notice. You may cancel at any time, effective at the end of your current term.

On termination your right to use the platform stops. For 30 days afterwards you may request an export of Customer Content; after that we may delete it in the ordinary course. Sections that by their nature should survive — including confidentiality, intellectual property, disclaimers, limitation of liability and indemnities — do survive.

We will provide the platform with reasonable skill and care. Except as expressly stated, the platform is provided “as is” and we disclaim all other warranties, express or implied, including merchantability, fitness for a particular purpose and non-infringement. We do not warrant that the platform will be uninterrupted or error-free.

Neither party is liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue, goodwill or data, even if advised of the possibility. Each party’s total aggregate liability arising out of this agreement is limited to the fees you paid in the 12 months before the event giving rise to the claim. These limits do not apply to your payment obligations, either party’s indemnity obligations, or liability that cannot be limited by law.

You will defend and indemnify us against third-party claims arising from Customer Content, your use of the platform in breach of these terms, or your violation of law or third-party rights. We will defend and indemnify you against third-party claims that the platform infringes their intellectual property, provided you notify us promptly and let us control the defence.

This agreement is governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules. The parties submit to the exclusive jurisdiction of the state and federal courts located in Delaware, and each waives any objection to venue there.

We may update these terms; when changes are material we will update the version above and ask account holders to accept the new version. If a provision is held unenforceable, the rest remains in force. Neither party may assign this agreement without the other’s consent, except to a successor in a merger or sale of substantially all assets. This agreement, with any order and the Privacy Policy, is the entire agreement between the parties on its subject. Neither party is liable for delay caused by events beyond its reasonable control.

Unified Path Holdings LLC — legal@upp-lift.com.