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Terms of Service

Last updated: May 5, 2026

1. Acceptance of Terms

By accessing or using the UpMax AI platform at app.upmax.ai, the marketing site at upmax.ai, or any related Service (collectively, the “Service”), you agree to be bound by these Terms of Service (“Terms”). If you do not agree, do not use the Service.

If you are using the Service on behalf of an organization, you represent that you have authority to bind that organization to these Terms.

2. Description of Service

UpMax AI is an AI-powered operating system for digital marketing agencies. The Service provides:

  • Client management, project tracking, and reporting dashboards
  • Cross-channel marketing analytics aggregating data from your connected services
  • AI agents that recommend, draft, and (with your approval) execute marketing work
  • Integrations with third-party platforms including Google, Meta, LinkedIn, TikTok, X, Pinterest, Snapchat, GoHighLevel, ClickUp, Slack, Stripe, and others

3. Accounts

  • You must provide accurate and complete information when creating an account
  • You are responsible for maintaining the security of your account credentials and all activity under your account
  • You must notify us immediately at [email protected] of any unauthorized access
  • You must be at least 18 years old to use the Service
  • One person or entity may maintain multiple organization accounts as needed for legitimate business purposes

4. Connected Services

When you connect a third-party platform through UpMax, you authorize us to access specific data from that platform on your behalf, governed by:

  • The third-party platform’s terms of service and API terms (Google, Meta, LinkedIn, TikTok, X, Pinterest, Snapchat, etc.)
  • Our Privacy Policy

You may revoke our access to any connected service at any time through Service settings or directly in the third-party platform’s authorization settings.

You are solely responsible for ensuring you have the right to grant UpMax access to any data or accounts you connect, including your clients’ accounts.

5. Acceptable Use

You agree not to use the Service to:

  • Violate any applicable law, regulation, or third-party right
  • Infringe intellectual property, privacy, or publicity rights
  • Generate, publish, or distribute content that is defamatory, harassing, threatening, hateful, deceptive, or fraudulent
  • Impersonate any person or entity, or misrepresent your affiliation
  • Send spam, phishing, or other unsolicited communications
  • Generate or distribute content designed to manipulate elections, mislead voters, or interfere with civic processes
  • Generate or distribute content that exploits or harms minors
  • Generate adult sexual content, content depicting non-consensual acts, or violent extremist content
  • Attempt to reverse-engineer, decompile, or derive the source code of the Service
  • Probe, scan, or test the vulnerability of the Service without prior written consent
  • Gain unauthorized access to other users’ data or accounts
  • Use automated means to access the Service beyond documented API usage
  • Resell or redistribute the Service without our written consent
  • Interfere with or disrupt the Service or its infrastructure

We may suspend or terminate accounts that violate this section, with or without notice depending on severity.

6. AI-Generated Content

The Service uses third-party AI models (including Anthropic Claude and OpenAI) to generate content based on your prompts and account data. You acknowledge:

  • AI output may contain errors, inaccuracies, or biases. Always review AI output before relying on it or publishing it.
  • You are responsible for the content you publish or send using the Service, including AI-assisted output
  • The Service includes a human-approval step by default before AI changes are pushed to your connected accounts. You may not disable this safeguard except in clearly documented automated workflows you configure intentionally.
  • Output is not unique — similar inputs may produce similar outputs for other users

7. Data Ownership

You retain all rights to:

  • Content you provide to the Service
  • Data accessed through your connected third-party services
  • AI output generated for your account, subject to the third-party AI providers’ usage terms

We use your data solely to provide and improve the Service as described in our Privacy Policy. We will not sell your data, and we will not use connected-service data for advertising.

8. License

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service for your internal business purposes during the term of your subscription. All rights not expressly granted are reserved.

You grant us a limited license to host, store, process, and display your content as necessary to provide the Service.

9. Subscription, Billing, and Refunds

  • The Service is offered on a subscription basis. Pricing and plan details are provided at sign-up or by request.
  • Subscriptions automatically renew at the end of each billing period unless canceled.
  • You may cancel at any time from account settings. Cancellation takes effect at the end of the current billing period.
  • Fees are non-refundable except (a) within 14 days of initial subscription if you have not significantly used the Service, or (b) where required by law.
  • We may change pricing with at least 30 days’ notice. Continued use after a price change constitutes acceptance.
  • Failure to pay may result in suspension or termination of the Service.

10. Service Availability

We strive to maintain high availability but do not guarantee uninterrupted access. The Service may be temporarily unavailable for:

  • Scheduled maintenance (announced in advance where reasonably possible)
  • Emergency maintenance
  • Third-party outages (Google, Meta, etc.)
  • Force majeure events

We do not commit to a specific uptime SLA on standard plans. Custom SLAs may be available on enterprise plans.

11. Privacy

Our Privacy Policy describes how we handle your data. By using the Service, you consent to that handling.

12. Confidentiality

Each party will protect the other’s confidential information with reasonable care. This obligation does not apply to information that is publicly known, independently developed, or required to be disclosed by law.

13. Intellectual Property

UpMax AI, the UpMax logo, and the Service are owned by us and protected by intellectual property laws. Nothing in these Terms transfers ownership to you. Feedback, suggestions, and improvement ideas you submit may be used by us without restriction or compensation.

14. DMCA / Copyright Complaints

If you believe content on the Service infringes your copyright, send a notice to [email protected] including:

  • Identification of the copyrighted work
  • Identification of the allegedly infringing content with URL
  • Your contact information
  • A statement of good-faith belief that the use is unauthorized
  • A statement, under penalty of perjury, that the information is accurate and you are authorized to act

We will respond in accordance with the Digital Millennium Copyright Act (DMCA).

15. Disclaimers

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT AI OUTPUT WILL BE ACCURATE OR RELIABLE.

16. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, UPMAX SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR RELATING TO THE SERVICE.

OUR TOTAL LIABILITY UNDER THESE TERMS SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNT YOU PAID US IN THE 12 MONTHS PRECEDING THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100).

These limitations apply even if a remedy fails of its essential purpose.

17. Indemnification

You will defend, indemnify, and hold harmless UpMax and its officers, employees, and affiliates from claims arising out of (a) your violation of these Terms, (b) your content, (c) your use of the Service, or (d) your violation of any third-party right, including intellectual property, privacy, or publicity rights.

18. Term and Termination

These Terms apply for as long as you use the Service. Either party may terminate at any time. Upon termination:

  • Your right to access the Service ceases immediately
  • We will retain your data for 30 days after termination, after which it will be permanently deleted, except where law requires longer retention
  • Sections that by their nature survive termination (Data Ownership, IP, Disclaimers, Limitation of Liability, Indemnification, Governing Law) will survive

We may terminate or suspend your access immediately if you breach these Terms.

19. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of Delaware, USA, without regard to conflict-of-law principles.

Informal resolution: Before filing a claim, you agree to attempt to resolve the dispute informally by contacting [email protected]. If we cannot resolve within 60 days, either party may proceed.

Arbitration: Any dispute arising out of these Terms shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, conducted in English in Delaware (or by video where permitted). Judgment on the award may be entered in any court of competent jurisdiction.

Class action waiver: You agree to bring claims only in your individual capacity, not as part of a class or representative action. The arbitrator may not consolidate claims or preside over a class.

Exceptions: Either party may bring an individual claim in small-claims court for disputes within its jurisdictional limit, or seek injunctive relief in court for intellectual property or confidentiality violations.

If the class-action waiver is unenforceable, the arbitration agreement is void, and disputes will be resolved in the state or federal courts of Delaware.

20. Changes to Terms

We may modify these Terms at any time. Material changes will be communicated by:

  • Posting the updated Terms on this page with a new “Last updated” date
  • For material changes, emailing the address on file at least 14 days before the effective date

Continued use after the effective date constitutes acceptance of the modified Terms.

21. Miscellaneous

  • Entire Agreement: These Terms, together with the Privacy Policy, are the entire agreement between you and UpMax regarding the Service.
  • Severability: If any provision is held unenforceable, the rest remains in effect.
  • No waiver: Failure to enforce a provision does not waive future enforcement.
  • Assignment: You may not assign these Terms without our written consent. We may assign them in connection with a merger, acquisition, or sale of assets.
  • Notices: Notices to UpMax must be sent to [email protected]. We may give notice via email or by posting on the Service.
  • Force majeure: Neither party is liable for delays caused by events beyond reasonable control.

22. Contact

Questions about these Terms? Contact us at [email protected].

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