Terms of Service

These Terms of Service ("Terms") form a legal agreement between you and Upsoma, Inc. ("Upsoma," "we," "us," or "our"). They govern your access to and use of upsoma.com (the "Site") and the products, applications, features, and services we make available (collectively, the "Services"). By creating an account, accessing, or using the Services, you:

• acknowledge that you have read and understood these Terms;
• agree to be bound by these Terms;
• agree to our Privacy Policy; and
• commit to comply with all applicable laws and regulations.

If you are accepting these Terms on behalf of a school, company, or other organization, you represent and warrant that you have the authority to bind that entity to these Terms. We may revise these Terms from time to time by posting an updated version or otherwise notifying you. Your continued use of the Services after changes take effect constitutes acceptance of the revised Terms.

1. Definitions

When we use the following terms, here is what we mean:

• "Account" means the account you create to access the Services.
• "Content" means any text, prompts, goals, documents, code, files, or other

material you submit, upload, or generate through the Services.

• "Learner Data" means information about your learning activity, including

pathways, progress, assessments, and the readiness evidence the Services produce for you.

• "Usage Data" means telemetry, logs, performance metrics, and other

technical data generated by your use of the Services. Usage Data does not include personally identifiable information.

• "AI Features" means features that use artificial intelligence or machine

learning models to generate pathways, recommendations, feedback, or other output ("AI Output").

• "Upsoma Materials" means the Site, the Services, and all related software,

technology, documentation, models, algorithms, and interfaces we develop or make available, together with all improvements and derivative works.

2. Eligibility and Accounts

You may use the Services only if you are at least 16 years old (or the age of digital consent in your jurisdiction) and have the legal capacity to enter into a binding contract. If you are under the applicable age, you may use the Services only with the involvement and consent of a parent, guardian, or supervising institution.

You are responsible for the accuracy of the information you provide, for maintaining the confidentiality of your credentials, and for all activity that occurs under your Account. Notify us promptly at support@upsoma.com if you suspect unauthorized use of your Account.

3. License to Use the Services

Subject to these Terms, we grant you a limited, personal, non-exclusive, non-transferable, revocable license to access and use the Services for your personal learning or internal organizational purposes, as permitted by your plan. This license does not grant you any ownership interest in the Services or Upsoma Materials, and all rights not expressly granted are reserved by us. The license terminates immediately if you violate these Terms or your Account is terminated.

4. Acceptable Use

You agree not to, and not to allow others to:

• copy, modify, distribute, sell, lease, sublicense, or otherwise exploit the

Services or Upsoma Materials except as expressly permitted;

• resell or make the Services available to any third party on a service-bureau

or time-sharing basis;

• share your credentials or allow unauthorized access to your Account;
• reverse engineer, decompile, or attempt to derive the source code, models, or

algorithms underlying the Services;

• bypass or disable any security, usage, or access controls;
• use automated tools (bots, scrapers, or crawlers) without our written

permission;

• upload or transmit malicious code or interfere with the normal operation of

the Services;

• use the Services to harass, defame, impersonate, or otherwise harm others;
• use the Services in violation of applicable laws, export controls, or

sanctions; or

• use the Services, AI Output, or prompts to train, develop, or improve

competing AI models.

5. Your Content and Learner Data

As between you and us, you retain ownership of the Content you submit. You grant us a worldwide, royalty-free license to host, store, reproduce, process, and display your Content as necessary to operate and improve the Services and to generate your pathways, feedback, and readiness evidence.

You are responsible for ensuring you have the rights to submit your Content and that it does not infringe the rights of others or violate any law. We may, but are not obligated to, review, remove, or restrict Content that we reasonably believe violates these Terms.

6. AI Features Disclaimer

The Services use AI Features to generate pathways, recommendations, feedback, assessments, and other AI Output. AI Output may contain errors or inaccuracies and should not be relied upon without independent review. You are responsible for evaluating the suitability of any AI Output for your purposes and must not rely on it for critical, legal, medical, financial, or safety-related decisions without appropriate safeguards. AI Output may be similar or identical to output generated for other users who submit similar prompts, and we do not guarantee that it will be unique, accurate, or fit for any particular purpose.

7. Plans, Billing, and Payments

Some Services are offered under free and paid plans described on the Site. Paid plans are billed in advance on a monthly or annual basis and renew automatically unless you cancel before the renewal date in your account settings. Plan limits (such as seats, features, or usage thresholds) are described on the Site and may change from time to time.

Payments are processed by Stripe or another third-party payment processor we designate. By purchasing a paid plan, you agree to the applicable terms of that processor in addition to these Terms, and you authorize recurring charges to your payment method. Fees are exclusive of taxes, and you are responsible for any applicable taxes other than taxes based on our income. Except where required by law, fees are non-refundable.

8. Service Availability and Dependencies

We provide the Services using a combination of our own technology and third-party providers, including hosting, database, and AI model providers. Because we do not fully control these providers, we cannot guarantee uninterrupted availability, performance, or security. Interruptions, delays, or errors may occur, and we are not responsible for issues caused by those providers or by events beyond our reasonable control.

9. Suspension and Termination

We may suspend or terminate your Account or access to the Services immediately if we reasonably believe you have violated these Terms or engaged in fraudulent, abusive, or unlawful activity. You may stop using the Services and close your Account at any time through your account settings.

Upon termination, your right to access the Services ends. You remain responsible for any fees incurred up to the date of termination. Provisions that by their nature should survive termination (including intellectual property rights, disclaimers, limitations of liability, and indemnification) will continue in effect.

10. Intellectual Property

We and our licensors own all rights, title, and interest in and to the Services and Upsoma Materials, including all underlying software, technology, models, algorithms, interfaces, and improvements. Except for the limited license granted to you, we reserve all rights. We own all Usage Data and may use it for any lawful business purpose, including monitoring, analytics, and improving the Services.

If you provide feedback, suggestions, or ideas about the Services, you agree that we may use them for any purpose without restriction or compensation to you.

11. Disclaimers of Warranties

THE SERVICES (INCLUDING ALL AI OUTPUT) ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE FULLEST EXTENT PERMITTED BY LAW, WE AND OUR LICENSORS AND PROVIDERS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT GUARANTEE THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE, OR THAT AI OUTPUT WILL BE ACCURATE OR SUITABLE FOR YOUR INTENDED USE.

12. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, WE WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST DATA, OR LOSS OF GOODWILL, ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS. IN NO EVENT WILL OUR TOTAL LIABILITY FOR ALL CLAIMS EXCEED THE AMOUNT YOU PAID US FOR THE SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, EXCEPT TO THE EXTENT SUCH LIABILITY CANNOT BE LIMITED UNDER APPLICABLE LAW.

13. Indemnification

You agree to indemnify and hold us harmless from any claims, damages, losses, or expenses (including reasonable legal fees) arising out of or related to your misuse of the Services, your violation of these Terms or applicable law, or any Content you provide, including claims that your Content infringes or violates the rights of a third party.

14. Governing Law and Disputes

These Terms and any dispute arising out of or relating to them or the Services are governed by the laws of the State of Delaware, without regard to its conflict of law principles. You agree that the state and federal courts located in Delaware will have exclusive jurisdiction over such disputes, and you consent to the personal jurisdiction of those courts. Any dispute must be brought on an individual basis and not as part of a class, consolidated, or representative proceeding.

15. Changes to These Terms

We may update these Terms from time to time. When we make material changes, we will update the "Version" and "Effective" dates above and may provide additional notice. Your continued use of the Services after the changes take effect constitutes acceptance of the updated Terms.

16. Miscellaneous

These Terms are the entire agreement between you and us regarding the Services and supersede all prior agreements. You may not assign these Terms without our prior written consent; we may assign them without restriction. Our failure to enforce any provision is not a waiver of our right to do so later. If any provision is found invalid or unenforceable, the remaining provisions will remain in full force and effect.

17. Contact

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

• Email: legal@upsoma.com
• Privacy questions: privacy@upsoma.com