Terms of Service

These Terms of Service (“Terms”) govern your access to and use of the services provided by Upshot HQ, Inc. (“Upshot,” “we,” “us,” or “our”), including our website at upshothq.com and our cold-email campaign management platform (the “Service”). By creating an account or using the Service, you agree to be bound by these Terms. If you do not agree, do not use the Service.

1. Acceptance of Terms

By accessing or using the Service, you represent that you are at least 16 years of age and have the legal capacity to enter into these Terms. 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. Service Description

Upshot is a cold-email campaign management platform that provides:

• AI-powered prospect research and email personalization.
• Multi-step email sequence creation and scheduling.
• Dedicated, isolated campaign execution infrastructure per workspace.
• Campaign analytics, deliverability monitoring, and reporting.
• Contact management with import/export capabilities.
• Team collaboration with role-based access controls.

3. Account Obligations

• You must provide accurate and complete registration information and keep it current.
• You are responsible for maintaining the confidentiality of your account credentials.
• You must notify us immediately at hello@upshothq.com if you suspect unauthorized access to your account.
• You are responsible for all activity that occurs under your account.

4. Acceptable Use Policy

You agree to use the Service in compliance with all applicable laws, including:

4.1 Anti-Spam Compliance

• CAN-SPAM Act (United States): all commercial emails must include a valid physical postal address, a clear unsubscribe mechanism, and accurate header information. You must honor opt-out requests within 10 business days.
• GDPR (European Union): you must have a lawful basis for processing recipient data (e.g., legitimate interest for B2B outreach) and respect data subject rights.
• CASL (Canada): express or implied consent is required before sending commercial electronic messages to Canadian recipients.

4.2 Prohibited Activities

You may not use the Service to:

• Send unsolicited bulk email (spam) or messages promoting illegal activities.
• Transmit malware, phishing links, or deceptive content.
• Harvest email addresses or personal data without authorization.
• Impersonate another person or entity.
• Interfere with or disrupt the Service, servers, or networks.
• Attempt to gain unauthorized access to any part of the Service.
• Reverse-engineer, decompile, or disassemble the Service.
• Resell, sublicense, or redistribute the Service without written consent.

4.3 Enforcement

We reserve the right to suspend or terminate your account immediately if we determine, in our sole discretion, that you have violated this Acceptable Use Policy. Repeated violations may result in permanent account termination without refund.

5. Your Data

You retain all ownership rights to the data you upload, create, or transmit through the Service (“Your Data”). You grant us a limited, non-exclusive license to process Your Data solely to provide and improve the Service. We will not use Your Data for any purpose other than providing the Service without your explicit consent.

You are solely responsible for the accuracy, quality, and legality of Your Data, including ensuring that your contact lists and campaign content comply with applicable laws.

6. Payment Terms

• The Service is offered under subscription plans as described on our pricing page. Pricing is subject to change with 30 days’ notice.
• Subscriptions are billed in advance on a monthly or annual basis, depending on your plan selection.
• All fees are non-refundable except as required by applicable law or as explicitly stated in a separate agreement.
• If payment fails, we may suspend your access to the Service until payment is resolved.
• Usage-based charges (e.g., AI research credits, additional email volume) are billed in arrears and detailed on your invoice.

7. Service Availability

We strive to maintain 99.9% uptime for the dashboard and API. Scheduled maintenance windows will be communicated at least 48 hours in advance. Campaign execution infrastructure operates independently per workspace and is not affected by platform-level maintenance.

We do not guarantee uninterrupted or error-free operation. In the event of a material service disruption, our sole obligation is to use commercially reasonable efforts to restore the Service promptly.

8. Intellectual Property

The Service, including all software, designs, text, graphics, logos, and trademarks, is owned by Upshot or its licensors and is protected by intellectual property laws. Nothing in these Terms grants you any right to use our trademarks, logos, or branding without prior written consent.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, UPSHOT SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL, ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICE.

OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING UNDER OR RELATED TO THESE TERMS SHALL NOT EXCEED THE AMOUNTS YOU PAID TO US IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IN SUCH CASES, OUR LIABILITY SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.

10. Disclaimer of Warranties

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.

11. Indemnification

You agree to indemnify, defend, and hold harmless Upshot and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorney’s fees) arising out of or related to: (a) your use of the Service; (b) your violation of these Terms; (c) your violation of any applicable law; or (d) any content you submit through the Service, including emails sent via our platform.

12. Termination

• You may terminate your account at any time by deleting your workspace through the Service settings.
• We may suspend or terminate your access immediately for violation of these Terms or the Acceptable Use Policy.
• Upon termination, your right to use the Service ceases immediately. We will retain Your Data for 30 days to allow recovery, after which it will be permanently deleted.
• Sections 5 (Your Data), 9 (Limitation of Liability), 10 (Disclaimer), 11 (Indemnification), and 14 (Governing Law) survive termination.

13. Modifications to Terms

We may modify these Terms at any time. When we make material changes, we will notify you by email and/or by posting a notice on the Service at least 14 days before the changes take effect. Your continued use of the Service after the effective date constitutes acceptance. If you disagree with the changes, you may terminate your account before they take effect.

14. Governing Law & Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict-of-law principles.

Any dispute arising under these Terms shall first be submitted to good-faith negotiation for 30 days. If unresolved, disputes shall be settled by binding arbitration under the rules of the American Arbitration Association (AAA), conducted in English. Judgment on the award may be entered in any court of competent jurisdiction.

Nothing in this section prevents either party from seeking injunctive relief in a court of competent jurisdiction to protect intellectual property rights or prevent irreparable harm.

15. General Provisions

• Entire Agreement: these Terms, together with our Privacy Policy, constitute the entire agreement between you and Upshot.
• Severability: if any provision is held invalid, the remaining provisions remain in effect.
• Waiver: failure to enforce any right does not constitute a waiver.
• Assignment: you may not assign your rights under these Terms without our written consent. We may assign our rights freely.
• Force Majeure: neither party shall be liable for failure to perform due to circumstances beyond reasonable control.

16. Contact Us

If you have questions about these Terms, contact us at: