UpGiant Inc. ("UpGiant", "we", "us", or "our") offers an AI platform and related services (collectively, the "Service"), governed by these Terms of Service ("Terms"). By registering, accessing, or using the Service, you ("you", "your", or "user") confirm that you have read, understood, and agree to these Terms. If you are acting on behalf of an organization, you affirm that you have the authority to bind that organization.

The Service may include various tools and content, including new features and applications added or enhancing the Service. Changes to these Terms will be notified thirty (30) days in advance, via email or on our website, and the latest version can be reviewed anytime. Your continued use after such notice signifies your acceptance of the revised terms. Disagreeing with changes? Stop using the Service and contact us at chris@upgiant.com.

IMPORTANT NOTICE: THESE TERMS INCLUDE AN AGREEMENT TO ARBITRATE AND DEFINE YOUR LEGAL RIGHTS AND OBLIGATIONS. CLAIMS AGAINST UPGIANT MUST BE PURSUED ON AN INDIVIDUAL BASIS, AND MAY NOT BE RESOLVED BY A JURY OR IN A COURT OF LAW.

Privacy Considerations: Refer to our Privacy Policy for details about data practices. By using the Service, you consent to our handling of personal data as outlined therein.

Additional Terms: Some features may be subject to extra terms and conditions, incorporated by reference into these Terms.

About UpGiant's Platform: UpGiant's Service offers businesses and individuals innovative tools to engage with AI technology. Our goal is to continually enhance user experiences and interactions with our platform.

Creating and Managing Your Account: To unlock certain features, you'll need to create an account ("Account"). Ensure that your registration information is accurate and your password is secure. Users under 13 are not permitted to use the Service, and those under 18 require parental consent. Our Privacy Policy governs your registration data.

Your Responsibilities for Account Security: Maintain the confidentiality of your account details and promptly notify us at UpGiant if you suspect unauthorized access or security breaches. We're not liable for losses resulting from your failure to secure your Account.

Changes to Our Service: We reserve the right to modify, pause, or discontinue any part of the Service at any time, without prior notice. You acknowledge that UpGiant bears no responsibility for these changes.

Data Use and Storage Practices: UpGiant sets guidelines for data use and storage, including content retention and space limits. We're not liable for content deletion or storage failures. Inactive accounts may be terminated, and these practices can change at our discretion, with or without notice.

Call Recording Notification Responsibility: Our Service automatically records all calls. It's your responsibility to edit the greeting to include language that informs callers that their call is being recorded. For example, a compliant greeting might read: "Hello, you've reached [Your Business Name]. Please note that this call will be recorded." UpGiant Inc. is not responsible for ensuring that such notifications are included in your greeting or for any legal consequences resulting from the absence of such a notification. If you're unsure about the legal requirements in your jurisdiction, please consult with legal counsel.

Your Conduct on UpGiant: You're accountable for all content you provide to UpGiant, including uploads via the Service. Avoid activities that violate laws or ethical norms, such as intellectual property infringement, unauthorized advertising, or using data mining methods.

Competitor Restrictions: If you're affiliated with a competing AI-based company, you must obtain UpGiant's express written consent to access the Service.

Payment and Subscription Plans: For paid services, select a plan and furnish accurate payment details. You authorize automatic renewals, if applicable, and agree to pay UpGiant as per the chosen plan. Disputes must be reported within sixty (60) days, and you'll bear all related taxes.

Unused Minutes Policy: By signing up for the Service, customers acknowledge and agree that unused minutes will not roll over to subsequent billing periods.

Third-Party Payment Processing: We may use external processors for payments, and you must comply with their terms. UpGiant isn't liable for any payment issues.

Refunds and Service Cancellations: Payments are generally final. Specific refund requests may be considered, and cancellations must be handled through your Service dashboard.

Commercial Use and Reselling: UpGiant's Service is designed for businesses, including SMBs. While commercial use is encouraged, unauthorized reselling or rebranding of the Service under a different name or brand is strictly prohibited without express written consent from UpGiant. Users interested in partnership or reselling opportunities should contact UpGiant directly.

Entire Agreement: These Terms of Service, along with any terms incorporated by reference, represent the full agreement between you and UpGiant Inc. regarding your use of the Service, superseding previous agreements. Additional terms may apply for Third-Party Services, content, or software.

Governing Law and Jurisdiction: The laws of the State of California govern these Terms, without regard to conflicts of law principles. Any non-arbitrable disputes will be resolved exclusively in state or federal courts located in San Francisco, California.

Waiver and Severability: UpGiant's failure to enforce any provision doesn't waive our rights. If a provision is found invalid by a competent court, it won't affect the remaining provisions, and the court should strive to reflect the parties' intentions.

Time Limitations: Claims or actions related to the Service must be filed within one (1) year of arising or be forever barred.

Applicable Version of Terms: The version of these Terms of Service that governs any interaction or transaction is the one in effect at the time of that interaction or transaction. Previous or subsequent versions may not apply.

Assignment: You may not assign these Terms without UpGiant's prior written consent, while UpGiant may freely assign them.

Section Titles: Titles in these Terms are for convenience only and have no legal effect.

Language Interpretation: Terms such as "include" and "including" are not limiting and are followed by "without limitation."

Notices: Notices to you may be sent via email or regular mail.

Commercial Use and Reselling: UpGiant's Service is designed for businesses, including SMBs. Unauthorized reselling or rebranding requires express written consent from UpGiant.

Ownership and Restrictions: The technology and software underlying UpGiant's Service, including mobile applications or platforms (the "Software"), remain the exclusive property of UpGiant, its affiliates, and licensors. You may not copy, modify, reverse engineer, decompile, sell, assign, sublicense, or create derivative works of the Software. All rights not explicitly granted are reserved by UpGiant.

International Use and Export Controls: While UpGiant's Service is governed by U.S. laws, access or use outside the United States is at your risk. Comply with local laws and U.S. export controls. No part of the Software may be downloaded, exported, or re-exported in violation of U.S. export laws. Acceptance of these controls is at your sole risk.

Service Content Protection: The features and content of UpGiant's Service (“Service Content”) are protected by intellectual property laws. Unauthorized modification, distribution, or creation of derivative works based on Service Content is prohibited.

UpGiant Trademarks: UpGiant Inc.'s name and logos are exclusive trademarks and service marks. Unauthorized use is forbidden, and all goodwill generated will exclusively benefit UpGiant Inc.

Third-Party Material: UpGiant Inc. disclaims liability for third-party content or materials, including errors, omissions, or losses incurred from their use.

User Content Rights: You warrant ownership of content provided in connection with the Service (“User Content”) and grant UpGiant a non-exclusive, worldwide, royalty-free license for development and operation purposes.

Usage Data Authorization: You consent to UpGiant deriving statistical and usage data related to your Service use (“Usage Data”), in compliance with applicable laws and our Privacy Policy.

Submissions: Feedback, comments, or ideas about the Service (“Submissions”) are non-confidential, and UpGiant may use and disseminate them without acknowledgment or compensation.

Copyright Policy: Notify UpGiant in accordance with our Copyright Policy if you believe your work has been infringed. UpGiant adheres to DMCA guidelines, including notices, counter-notices, and repeat infringement policies

Links to Third-Party Services: The Service provided by UpGiant Inc. may contain links or offer access to services, sites, technology, and resources provided by third parties (“Third-Party Services”). These connections are provided for your convenience and may be subject to additional terms, privacy policies, or agreements with the respective third parties.

Privacy and Information Handling: Your use of Third-Party Services may allow us access to certain information that you have provided to these third parties. We will handle, store, and disclose such information in accordance with UpGiant Inc.'s Privacy Policy. For further information about our use of information in connection with Third-Party Services, please review our Privacy Policy.

Disclaimer of Responsibility: UpGiant Inc. does not control, endorse, or assume responsibility for Third-Party Services, including their accuracy, availability, reliability, or privacy practices. We encourage you to review the privacy policies and terms of the third parties providing Third-Party Services before engaging with them.

Costs and Charges: You are solely responsible for any costs and charges associated with your use of Third-Party Services. UpGiant Inc. will not be liable for any expenses incurred through your access to or use of these services

No Endorsement: The inclusion or integration of Third-Party Services within the Service provided by UpGiant Inc. does not imply an endorsement or recommendation. Any dealings with third parties through the Service are solely between you and the third party, and UpGiant Inc. will not be responsible or liable for any loss or damage caused or alleged to be caused by or in connection with such dealings.

Indemnification Obligation: You will defend, indemnify, and hold harmless UpGiant Inc., its affiliates, officers, employees, directors, and agents (collectively, “UpGiant Parties”) from all losses, damages, and expenses, including reasonable attorneys' fees, arising from your use of the Service, User Content, violation of these Terms, or infringement of any rights.

Exceptions: You have no obligation to indemnify or hold harmless any UpGiant Party for liabilities incurred due to such Party's action or inaction.

Notice and Cooperation: UpGiant will notify you promptly of any claim or proceeding. You will cooperate fully with UpGiant in defending such matters.

Control of Defense: UpGiant reserves the right to assume exclusive defense and control of any matter under this section. You must not settle any claim without UpGiant's written consent.

Settlement Restrictions: You may not settle any claim against UpGiant Parties without prior written consent from UpGiant Inc.

Waiver: If you are a California resident, you waive California Civil Code Section 1542. If you reside elsewhere, you waive any comparable statute or doctrine.

Service Use Risks: Your use of UpGiant's Service is solely at your risk. The Service is provided “as is” and “as available,” without any warranties, express, implied, or statutory, including but not limited to warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

AI-Based Processing Limitations: UpGiant's AI-based language processing may contain bugs or make errors. UpGiant does not warrant complete accuracy or error-free operation in all requests or inputs.

Specific Disclaimers:

1. (A) UpGiant makes no warranty that the Service will meet your specific requirements.
2. (B) UpGiant does not guarantee uninterrupted, timely, secure, or error-free service.
3. (C) UpGiant disclaims any warranty for accurate or reliable results from the Service.
4. (D) UpGiant does not warrant the quality of products, services, or information obtained through the Service.

General Limitations: YOU AGREE THAT UPGIANT INC. AND ITS AFFILIATES WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

This limitation applies to:

1. (A) Use or inability to use the Service;
2. (B) Costs of substitute goods and services;
3. (C) Unauthorized access or alteration of data;
4. (D) Third-party conduct on the Service;
5. (E) Any other matter related to the Service.

Cap on Liability: UPGIANT'S TOTAL LIABILITY SHALL NOT EXCEED THE GREATER OF ONE HUNDRED DOLLARS ($333) OR THE AMOUNT YOU PAID UPGIANT INC. IN THE LAST SIX (6) MONTHS.

Jurisdictional Exceptions: Some jurisdictions do not permit certain exclusions or limitations of liability. If any part of this section is found unenforceable in your jurisdiction, the remaining portions will remain in effect.

Delaware Provision: If you are a user from Delaware, the sections on “Disclaimer of Warranties” and “Limitation of Liability” are intended to comply with Delaware law. Invalid portions under Delaware law will not affect the remaining parts.

Exclusive Remedy: If dissatisfied with any portion of the Service, your sole remedy is to discontinue its use.

a. Agreement to Arbitrate: This section outlines the agreement that any disputes between you and UpGiant, whether arising from these Terms of Service, the Service, or any relationship or transaction between us, will be resolved exclusively through binding arbitration. Exceptions include disputes relating to UpGiant's intellectual property and claims that may be brought in small claims court.

b. Prohibition of Class and Representative Actions: Claims may be brought only on an individual basis. Consolidation of claims is not permitted without agreement by both parties.

c. Pre-Arbitration Dispute Resolution: UpGiant encourages resolving disputes amicably by contacting customer support at chris@upgiant.com. If unresolved, a written Notice of Dispute must be sent, and a 60-day resolution period will follow before commencing arbitration.

d. Arbitration Procedures: Arbitration will be in accordance with the American Arbitration Association's (AAA) rules, including the AAA's Consumer Arbitration Rules. Inconsistencies with this Agreement will be resolved in favor of this Agreement.

e. Costs of Arbitration: Arbitration Fees will be governed by the AAA Rules. UpGiant will pay all Arbitration Fees for claims seeking $10,000 or less. For claims seeking more than $10,000, UpGiant may pay additional fees if arbitration costs would be prohibitive compared to litigation.

f. Confidentiality: The arbitration proceeding will be confidential for the benefit of all parties.

g. Severability: Invalid or unenforceable terms will be replaced with valid and enforceable terms that reflect the original intention.

h. Future Changes to Arbitration Agreement: UpGiant may make changes to this Agreement, with notice. You may reject changes within 30 days of notice.

UpGiant may terminate your access to all or any part of the Service at any time, with or without cause, with or without notice, effective immediately.

If you wish to terminate this Agreement or your UpGiant account, you may simply discontinue using the Service.

All provisions of these Terms of Service which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

UpGiant will not be liable to you or any third party for any termination of your access to the Service.

You agree that you are solely responsible for your interactions with any other user in connection with the Service, including your customers, and UpGiant will have no liability or responsibility with respect thereto.

UpGiant reserves the right, but has no obligation, to become involved in any way with disputes between you and any other user of the Service.

The Service is made available to the U.S. government with “RESTRICTED RIGHTS.” Use, duplication, or disclosure by the U.S. government is subject to the restrictions contained in 48 CFR 52.227-19 and 48 CFR 252.227-7013 et seq. or its successor.

Access or use of the Service (including the Software) by the U.S. government constitutes acknowledgment of our proprietary rights in the Service (including the Software).