Terms of Service

1. Acceptance of terms

By creating an account, accessing the UptoNova service, or using any part of our website, you agree to these Terms of Service ("Terms"). If you do not agree, do not use the service. If you are agreeing on behalf of a company, you represent that you have authority to bind that company.

2. The service

UptoNova ("we", "us") provides a multi-tenant SaaS platform for omnichannel customer messaging and AI-powered sales. The service includes (subject to your plan): a unified inbox across WhatsApp Business, Instagram DMs, Facebook Messenger, Telegram, and a website chat widget; a grounded AI sales agent; a built-in CRM that auto-populates from conversations; broadcasts and automations; and in-chat payment and booking integrations.

3. Your account

• You must provide truthful, current, and complete information when signing up and keep it accurate.
• You are responsible for maintaining the confidentiality of your password and for any activity that occurs under your account.
• You must notify us immediately at [email protected] of any unauthorized access.
• You are responsible for the actions of every user you invite to your workspace.

4. Subscription and payment

• Subscriptions are billed monthly or annually via Stripe at the rate published on our pricing page on the day you subscribe.
• Subscriptions auto-renew at the end of each term until cancelled. Cancel any time in your workspace billing settings — cancellation takes effect at the end of the current paid term.
• Refunds: if you upgrade and do not use the upgraded features, you may request a full refund within 14 days of the upgrade by emailing [email protected]. We do not refund prior billing periods or used capacity.
• Taxes (VAT, sales tax, GST) are charged where required by law.
• Failed payments trigger a 14-day dunning window; if unresolved, the account is suspended.

5. Acceptable use policy

You agree not to use the service to:

• Send spam, unsolicited bulk messages, or messages that violate platform policies (WhatsApp, Meta, Telegram).
• Distribute unlawful, defamatory, harassing, fraudulent, infringing, obscene, or hateful content.
• Scrape, mirror, or reverse-engineer our service or competitors' services using our infrastructure.
• Train external AI models on customer conversation data without explicit consent.
• Bypass rate limits, security controls, or tenant isolation mechanisms.
• Use the AI agent for prohibited categories under Meta or applicable law (e.g. illegal drugs, weapons, certain financial advice).
• Resell the service without an approved reseller agreement.

Violation may result in suspension or termination without refund.

6. Your content and license to us

You retain ownership of all content you upload, send, or generate through the service ("Your Content"). You grant us a worldwide, non-exclusive, royalty-free license to host, store, process, transmit, and display Your Content solely to provide the service to you. This license ends when you delete the content or terminate your account, except for backup copies retained briefly as described in our Privacy Policy.

7. AI grounding disclaimer

The UptoNova AI agent is designed to be grounded — it quotes prices, stock, policies, and other facts only from your catalog and knowledge base, and refuses to invent information when none is available. We make best efforts to prevent hallucinated facts, including a post-generation grounding check, but no AI system is perfect.

You remain responsible for verifying AI replies before forwarding them to customers as a contractual offer, medical advice, legal advice, or any other regulated communication. We are not liable for outcomes arising from inaccurate AI output that you fail to review when your business context requires review.

8. Sub-processors and Data Processing Agreement

We use the sub-processors listed in our Privacy Policy to deliver the service. Each is bound by a DPA. A separate UptoNova Data Processing Agreement is available on request to [email protected]; we will execute it for any customer subject to GDPR or equivalent regulations.

9. Service availability and SLA

We target 99.9% monthly uptime for the production service (excluding scheduled maintenance announced at least 48 hours in advance and excluding outages caused by third-party providers — Cloudflare, Stripe, Meta, Google).

If monthly uptime falls below 99.9%, customers on paid plans may request a service credit by emailing [email protected] within 30 days of the incident. Credits are computed pro-rata against the monthly fee and applied to the next invoice. Credits are the exclusive remedy for missed uptime targets.

10. Termination

• By you: cancel any time in workspace settings. Cancellation takes effect at the end of the current paid term.
• By us: we may suspend or terminate for material breach (acceptable-use violation, non-payment, fraud) with notice where reasonably practicable.
• Data deletion: after termination, account data is retained for 30 days for recovery, then permanently erased. You may request immediate erasure within that window.
• Survival: sections 6 (content license), 11–13 (warranty/liability/indemnity), 14–15 (law/disputes) survive termination.

11. Warranty disclaimer

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.

12. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR AGGREGATE LIABILITY ARISING FROM OR RELATED TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE FEES YOU PAID TO US IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. IN NO EVENT WILL WE BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITY, EVEN IF ADVISED OF THE POSSIBILITY.

13. Indemnification

You agree to defend, indemnify, and hold harmless UptoNova, its officers, employees, and agents from any claims, damages, liabilities, and expenses (including reasonable legal fees) arising from your use of the service, your content, your violation of these Terms, or your violation of any third-party right (including platform policies of WhatsApp, Meta, Telegram).

14. Governing law

These Terms are governed by the laws of the State of Delaware, USA, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

15. Dispute resolution

• Good-faith negotiation: before filing a claim, contact [email protected]. We agree to spend 30 days attempting to resolve the dispute informally.
• Binding arbitration: any unresolved dispute will be settled by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, seated in Wilmington, Delaware. Judgment on the award may be entered in any court of competent jurisdiction.
• Class-action waiver: you and UptoNova agree to bring claims only on an individual basis, not as a plaintiff or class member in any class or representative action.
• Small-claims carve-out: either party may bring qualifying individual claims in small-claims court instead of arbitration.

16. Force majeure

Neither party is liable for failure or delay caused by events beyond reasonable control — natural disasters, war, terrorism, civil unrest, governmental action, internet or utility failures, pandemics, or third-party provider outages. The affected party will use reasonable efforts to mitigate and resume performance.

17. Changes to these Terms

We may update these Terms as the service evolves. We will notify account owners of material changes at least 30 days before they take effect via email and a dashboard banner. Continued use of the service after the effective date constitutes acceptance.

18. Contact

Questions about these Terms? Email [email protected]. We answer every legal inquiry personally.