Terms of Service
These Terms of Service (the “Terms”) constitute a legally binding agreement between you and UPTOOK PTE. LTD., a company incorporated in Singapore with Unique Entity Number (UEN) 202310756H (“Uptook,” “we,” “us,” or “our”). These Terms govern your access to and use of the Uptook website (https://www.uptook.io/), its subdomains, applications, mobile applications, browser extensions, software, data, content, features, and related services (collectively, the “Platform”).
1. Eligibility and Authority
You must be at least 18 years old and have the legal capacity to enter into a binding contract to use the Platform. The Platform is intended primarily for business and professional use.
If you use the Platform on behalf of a company or other organization, you represent that you have the authority to bind that organization to these Terms. In that case, “you” and “your” refer to both you individually and that organization.
2. Accounts
You must provide accurate, current, and complete account information and keep it updated. You are responsible for safeguarding your login credentials and for all activities conducted through your account, except to the extent caused by Uptook’s breach of these Terms or applicable law.
You must not share login credentials except with authorized users covered by your subscription; transfer or sell your account; impersonate another person; or access another user’s account without permission. If you know or suspect that your account or login credentials have been compromised or misused, you must notify us immediately at service@uptook.io.
3. The Platform
Subject to your compliance with these Terms and payment of applicable fees, Uptook grants you a limited, non-exclusive, non-transferable, non-sublicensable, and revocable right to access and use the Platform for your internal business purposes during the applicable subscription or access period.
Features, data sources, usage limits, supported channels, integrations, and availability may vary by plan, region, device, or third-party service. We may improve, update, replace, or discontinue certain features. If we materially reduce core paid functionality during a prepaid subscription period, we will provide reasonable notice where practicable and appropriate remedies where required by applicable law.
Any beta, preview, trial, or experimental features are provided for evaluation purposes only, may be modified or withdrawn at any time, and may be subject to additional terms disclosed when those features are made available.
4. Subscriptions, Credits, and Payments
4.1 Plans and Orders
The price, billing cycle, included features, usage limits, number of authorized users, and other commercial terms of a purchase are as displayed at checkout or set out in an order accepted by Uptook. You must review the order details before completing your purchase.
4.2 Payment Authorization and Taxes
You authorize Uptook and its payment service providers to charge the payment method associated with your account for all fees, taxes, and other amounts disclosed at checkout. You must ensure that your billing and payment information is accurate and kept up to date. Unless expressly stated otherwise, all fees exclude applicable taxes. You are responsible for applicable sales, use, value-added, goods and services, withholding, and similar taxes, other than taxes based on Uptook’s net income.
4.3 Automatic Renewal
If a subscription is identified as automatically renewing at checkout, it will automatically renew for successive periods equal to the initial billing cycle unless you cancel before the next renewal date. We will charge your payment method at the renewal price then in effect. If the renewal price increases, we will provide advance notice where required by applicable law. You may turn off automatic renewal through the billing settings available in your account or request cancellation by emailing service@uptook.io.
4.4 Cancellation
Cancelling a subscription stops future renewal charges and generally takes effect at the end of the current paid billing period. Unless applicable law or the terms displayed at the time of purchase provide otherwise, deleting an application, ceasing to use the Platform, or closing your account does not itself cancel your subscription. Subscriptions purchased through an app store or another third-party platform must be cancelled through that platform.
4.5 Credits and Usage-Based Services
“Credits” are non-cash units used to measure access to or usage of Platform features. Credits are not currency, stored value, or property, do not accrue interest, and may not be redeemed for cash, transferred, or resold unless expressly permitted by Uptook in writing. The validity period, expiration rules, and usage rules for Credits are as disclosed in the relevant plan or purchase page. Promotional or trial Credits may expire when the relevant promotion or trial ends.
4.6 Refunds and Billing Disputes
Except where required by applicable law or expressly stated at checkout, fees charged and Credits credited to your account are non-refundable. This does not limit your right to request a refund for incorrect or duplicate charges, unauthorized transactions, or other non-excludable rights under applicable law. You should promptly report suspected billing errors and provide sufficient information for us to investigate. Approved refunds will generally be returned to the original payment method.
5. Acceptable Use
You must not, and must not permit any other person to:
- Use the Platform in an unlawful, fraudulent, deceptive, or rights-infringing manner;
- Access, collect, use, disclose, export, sell, or otherwise process data obtained through the Platform in violation of applicable privacy, data protection, direct marketing, telemarketing, anti-spam, consumer protection, employment, credit reporting, or other laws;
- Send communications without the notices, consent, lawful basis, sender identification, or opt-out mechanisms required by applicable law, or contact individuals who have opted out or are listed on applicable do-not-contact lists;
- Use the Platform in violation of the rules of email providers, communications services, social networks, app stores, connected services, or other third-party platforms;
- Use Platform data to make decisions about an individual’s eligibility for employment, credit, insurance, housing, education, healthcare, government benefits, or other legally regulated matters, unless Uptook has expressly authorized such use in writing and you comply with all applicable laws;
- Upload or transmit malware, malicious code, or materials intended to interfere with, damage, or gain unauthorized access to systems or data;
- Probe, scan, test, circumvent, disable, or interfere with the Platform’s security, integrity, rate limits, access controls, or normal operation;
- Scrape, crawl, harvest, copy, or extract Platform content or data by automated means, except through interfaces or export functions expressly provided or approved by Uptook;
- Reverse engineer, decompile, disassemble, decode, translate, or attempt to discover the Platform’s source code, models, algorithms, or underlying components, except to the limited extent that applicable law prohibits such restrictions;
- Copy, modify, sell, rent, sublicense, distribute, publish, or commercially exploit the Platform or its content, except as expressly permitted by these Terms;
- Use the Platform to develop or train competing products or services, or benchmark the Platform for public disclosure of results, without our prior written permission;
- Remove or alter proprietary notices; impersonate any person or organization; misrepresent the origin or purpose of communications; or
- Use the Platform in a manner that places an unreasonable burden on, interferes with, or harms the Platform, Uptook, our service providers, or other users.
6. Business Contact Data and Outreach
The Platform may provide business and professional information from public sources, licensed data providers, business partners, users, and other sources. Business information may be outdated, incomplete, duplicated, or inaccurate. Unless Uptook expressly agrees otherwise in writing, we do not guarantee that any particular record is complete, current, unique, deliverable, or suitable for your intended use.
You independently determine the purposes and means of your prospecting, marketing, and communications. You are responsible for assessing whether you may lawfully access and use particular data and contact particular individuals in each relevant jurisdiction. This includes providing required notices, obtaining required consent, maintaining do-not-contact lists, honoring objections and opt-out requests, and retaining evidence of compliance.
You must not claim that any communication is sent by, endorsed by, or sent on behalf of Uptook. Uptook may impose reasonable sending, usage, quality, abuse prevention, and reputation protection limits.
7. Customer Content
“Customer Content” means contact lists, files, prompts, instructions, information, campaign materials, and other content that you or your authorized users submit, upload, transmit, or provide through the Platform. As between you and Uptook, you retain ownership of Customer Content.
You grant Uptook and its service providers a worldwide, non-exclusive, royalty-free license to host, copy, process, transmit, display, and otherwise use Customer Content solely to the extent reasonably necessary to provide, protect, maintain, support, and improve the Platform, comply with law, and enforce these Terms. This license continues while Customer Content is stored on the Platform and thereafter for reasonable backup, legal compliance, and deletion periods.
You represent that you have all rights, permissions, notices, consents, and lawful bases necessary to provide Customer Content to Uptook and to instruct us to process it as described in these Terms. Customer Content must not be unlawful, infringing, deceptive, malicious, or subject to any obligation that would prevent Uptook from processing it as described in these Terms.
We may use aggregated or de-identified information that cannot reasonably identify you or any other individual to operate, analyze, protect, and improve our services. Unless you authorize us or the law requires otherwise, we will not publicly disclose Customer Content in a manner that identifies it as yours.
8. Artificial Intelligence Features
The Platform may include features that use artificial intelligence to generate, classify, summarize, translate, enrich, or otherwise process content (“AI Features”). AI-generated results may be inaccurate, incomplete, misleading, offensive, or similar to results generated for other users. You must review and verify those results before relying on, publishing, or sending them.
You are responsible for your prompts, instructions, use of AI-generated results, and any decisions made or communications sent based on those results. You must not use AI Features to make decisions that have legal or similarly significant effects on individuals without appropriate human review and compliance with applicable law.
As between you and Uptook, and to the extent permitted by applicable law, you retain your rights in input content and own output content generated specifically for you. Uptook does not represent that output content is unique, eligible for intellectual property protection, or free of third-party rights.
9. Intellectual Property
The Platform, including its software, designs, databases, models, selection and arrangement of data, text, graphics, trademarks, and other materials, is owned by Uptook or its licensors and protected by intellectual property and other laws. Except for the limited right to use the Platform granted under these Terms, no other rights or licenses are granted to you.
If you provide suggestions, ideas, or feedback about the Platform, you grant Uptook a worldwide, perpetual, irrevocable, transferable, sublicensable, and royalty-free license to use that feedback without restriction or compensation to you. This provision does not give Uptook ownership of your Customer Content.
10. Privacy and Data Protection
Our collection and use of personal data in connection with the Platform are described in our Privacy Policy. You acknowledge that personal data may be processed in the locations described in that policy.
Where Uptook processes personal data solely on your behalf and in accordance with your written instructions, each party must comply with the data protection obligations applicable to its respective role. If applicable law requires a data processing agreement, or one is separately agreed for enterprise services, that agreement will apply to the relevant processing activities.
11. Confidentiality
“Confidential Information” means non-public information disclosed by one party to the other that is designated as confidential or should reasonably be understood to be confidential given its nature and the circumstances of disclosure. Customer Content and non-public account information are your Confidential Information; non-public information about the Platform, technology, pricing, and security measures is Uptook’s Confidential Information.
The receiving party may use the disclosing party’s Confidential Information only to exercise its rights and perform its obligations under these Terms; must protect it using reasonable care; and may disclose it only to personnel, affiliates, advisers, and service providers who need to know it and are bound by confidentiality obligations. These obligations do not apply to information that the receiving party can demonstrate: became public through no breach of an obligation; was previously lawfully known to the receiving party without restriction; was lawfully obtained from another source without restriction; or was independently developed without using the Confidential Information.
The receiving party may disclose Confidential Information where required by law, but, where legally permitted, must provide reasonable advance notice and assistance to the disclosing party.
12. Third-Party Services
The Platform may interoperate with or link to third-party websites, data sources, payment providers, app stores, communications services, social networks, and integrations. Third-party services are governed by their own terms and policies. Uptook does not control third-party services and is not responsible for their content, availability, security, or independent data processing activities.
If you enable an integration, you authorize Uptook to exchange with that third-party service the information necessary to provide the integration. Your continued ability to use an integration may depend on the third party’s continued provision of its service.
13. Suspension and Termination
You may stop using the Platform at any time. Closing your account does not relieve you of payment obligations already incurred and remains subject to the cancellation provisions in Section 4.
We may restrict or suspend your access if we reasonably believe that: (a) you have materially breached these Terms; (b) your use creates security, legal, reputational, or operational risks; (c) your use may harm others or third-party services; (d) payment is overdue; or (e) suspension is required by law or a competent authority. Where reasonably practicable, we will notify you and provide an opportunity to remedy the issue. We may act immediately where necessary to prevent harm, address fraud or abuse, protect security, or comply with law.
Either party may terminate these Terms if the other party materially breaches them and, where the breach can be remedied, fails to remedy it within 15 days after receiving notice. Uptook may immediately terminate an account for serious or repeated violations, fraud, unlawful activity, or conduct creating substantial risk.
Upon termination of these Terms, your right to use the Platform ends. Subject to applicable law, legitimate retention requirements, technical capabilities, and any contrary order terms, we will provide a reasonable opportunity for you to export Customer Content through available export features before deleting it. Provisions that by their nature should survive termination, including payment obligations, intellectual property, confidentiality, disclaimers, limitations of liability, indemnification, dispute provisions, and general terms, will survive.
14. Disclaimers
To the maximum extent permitted by law, the Platform is provided on an “as is” and “as available” basis. Uptook does not warrant that the Platform will be uninterrupted, error-free, completely secure, or suitable for all purposes, or that data, search results, contact details, AI-generated results, or other content will be complete, accurate, current, unique, or deliverable.
To the maximum extent permitted by law, Uptook disclaims all express, implied, and statutory warranties, including warranties of merchantability, satisfactory quality, fitness for a particular purpose, title, and non-infringement. These Terms do not exclude warranties or rights that cannot lawfully be excluded.
Uptook does not guarantee any particular number of leads, responses, conversions, sales, revenue, or other business outcomes.
15. Limitation of Liability
These Terms do not exclude or limit liability that cannot lawfully be excluded or limited, including liability for fraud or fraudulent misrepresentation, and liability for death or personal injury caused by negligence where such liability cannot be limited.
To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, special, exemplary, punitive, or consequential loss, or any loss of profits, revenue, business opportunities, goodwill, anticipated savings, or data, arising out of or relating to the Platform or these Terms, even if advised of the possibility of such loss.
To the maximum extent permitted by law, Uptook’s total aggregate liability arising out of or relating to the Platform and these Terms will not exceed the greater of: (a) the fees you actually paid to Uptook for the Platform during the 12 consecutive months immediately preceding the event giving rise to the claim; or (b) US$100. This limit applies to all claims in the aggregate, regardless of the legal theory on which a claim is based.
The limitations in this Section do not apply to your payment obligations, either party’s fraud or willful misconduct, or liability that applicable law prohibits limiting. These exclusions and limitations reflect the allocation of risk between the parties and form an essential basis of this agreement.
16. Indemnification
To the extent permitted by law, you will defend, indemnify, and hold harmless Uptook, its affiliates, and their respective directors, officers, employees, and agents from and against third-party claims, damages, judgments, fines, and reasonable legal fees arising from: (a) Customer Content; (b) your unlawful or unauthorized use of the Platform or Platform data; (c) your marketing, communications, or interactions with prospects or other third parties; or (d) your material breach of Section 5, 6, or 7.
Uptook will promptly notify you of any indemnification claim, provide reasonable assistance at your expense, and allow you to control the defense and settlement. However, without the indemnified party’s written consent, you may not settle a claim in a manner that admits fault on the part of the indemnified party, imposes non-monetary obligations on the indemnified party, or fails to unconditionally release the indemnified party from liability.
17. Changes to These Terms
We may update these Terms to reflect changes to the Platform, our business, or applicable law. We will publish the updated Terms and revise the “Last Updated” date. For material changes, we will provide reasonable additional notice through the Platform, email, or other appropriate means before the changes take effect, unless legal requirements or urgent security reasons require earlier implementation.
Material changes will apply prospectively only. If you do not agree to the updated version, you must stop using the Platform and cancel any renewal. Your continued use of the Platform after the updated Terms take effect constitutes your acceptance of those Terms.
18. Governing Law and Dispute Resolution
These Terms and any non-contractual disputes or claims arising out of or relating to these Terms or the Platform are governed by the laws of Singapore, without regard to conflict-of-laws principles.
The courts of Singapore have exclusive jurisdiction over any dispute or claim arising out of or relating to these Terms or the Platform. Before either party initiates formal proceedings, the parties must make reasonable, good-faith efforts to resolve the dispute through discussions for at least 30 days after written notice of the dispute is given. This provision does not prevent either party from seeking urgent injunctive or protective relief.
If you are entitled to mandatory consumer protections in your place of residence, these Terms do not deprive you of those protections or of any court jurisdiction or remedies that applicable law does not permit you to waive.
19. General Terms
19.1 Order of Precedence
If an order, master services agreement, data processing agreement, or other written agreement between you and Uptook expressly governs the same subject matter, that agreement prevails to the extent of any direct conflict. Transaction-specific terms accepted by you at checkout apply to that transaction. Otherwise, these Terms govern.
19.2 Entire Agreement
These Terms, together with any terms and policies expressly incorporated into them and any applicable orders, constitute the entire agreement between you and Uptook concerning the Platform and supersede all prior or contemporaneous communications on that subject.
19.3 Assignment
You may not assign these Terms without Uptook’s prior written consent. Uptook may assign these Terms to an affiliate or in connection with a merger, acquisition, restructuring, financing, or sale of all or substantially all of the relevant business or assets, provided that the assignee assumes Uptook’s obligations. To the extent permitted by law, any other attempted assignment in violation of this Section is void.
19.4 Force Majeure
Neither party will be liable for any delay or failure to perform caused by events beyond its reasonable control, including natural disasters, war, terrorism, civil unrest, labor disputes, epidemics, government action, utility or telecommunications failures, cyberattacks, or third-party infrastructure failures. This provision does not excuse payment obligations that have already become due.
19.5 No Waiver; Severability
A failure or delay in enforcing any provision does not constitute a waiver. If any provision is held to be invalid or unenforceable, it will be enforced to the maximum extent permitted by law, and the remaining provisions will remain in effect.
19.6 Relationship of the Parties
The parties are independent contractors. These Terms do not create any agency, employment, partnership, joint venture, fiduciary, franchise, or exclusive relationship.
19.7 Third-Party Rights
Except that persons expressly entitled to indemnification under Section 16 may enforce that Section under Singapore’s Contracts (Rights of Third Parties) Act 2001, a person who is not a party to these Terms has no right under that Act to enforce any provision of these Terms. The parties may amend or terminate these Terms without the consent of any third party.
19.8 Notices
Uptook may send notices to you through the email address associated with your account, in-Platform notifications, or, where appropriate, announcements on the Platform. Notices to Uptook under these Terms must be sent to service@uptook.io with “Legal Notice” as the email subject. Unless the sender receives a delivery failure notification, email notices are deemed delivered on the first business day after sending.
19.9 Language
These Terms are drafted in English. Any translation is provided for convenience only. To the extent permitted by applicable law, the English version prevails in the event of any inconsistency between a translation and the English version.
20. Contact Us
If you have any questions about these Terms or the Platform, please contact us:
UPTOOK PTE. LTD.
Place of Incorporation: Singapore
Unique Entity Number (UEN): 202310756H
Email: service@uptook.io
Website: https://www.uptook.io/