UpChannels Terms of Service

These Terms of Service (the “Terms”) govern your use of the UpChannels platform, including our applications, APIs, and related services (collectively, the “Services”). By accessing or using the Services, you agree to these Terms and ourPrivacy Policy. If you do not agree, you must not use the Services.

1. Our Services

UpChannels delivers a connected retail management platform for small and medium-sized businesses. Depending on your subscription, the Services may include inventory management, point-of-sale integrations, CRM tools, marketing automation, SMS messaging, analytics, and professional support.

2. Eligibility and Authorization

You must be at least 18 years old, or the age of majority in your jurisdiction, to create an account. If you use the Services on behalf of a business or other legal entity, you represent that you have authority to bind that entity. “You” includes the entity and individual users authorized under your account.

3. Accounts and Security

You must provide accurate, complete information when creating an account and keep it updated. You are responsible for safeguarding your login credentials and for all activity that occurs under your account. Notify us immediately atteam@upchannels.com if you suspect unauthorized access.

Each login is for one person. Do not share a login or its password with anyone else, and do not give it to a script, bot or AI agent.

4. Acceptable Use

You agree not to misuse the Services. Prohibited conduct includes: violating laws, infringing IP rights, transmitting spam or unlawful communications, probing or breaching security, reselling access without permission, or interfering with service stability. You must comply with all applicable marketing and privacy laws, including TCPA, CAN-SPAM, GDPR, and CCPA.

Logins are for people. You may not let a script, bot, crawler or AI agent sign in with a person’s login, use that person’s session, or operate the Services through a browser in which that person is signed in. Automated access to the Services is permitted only through API keys that UpChannels issues for your account, and only within the access and limits set for each key. We may limit, pause or block a login or an API key that is used in breach of this section, and we will tell the account owner when we do.

5. Customer Data & Responsibilities

You retain all rights to the data you submit to the Services (“Customer Data”). You are solely responsible for collecting necessary consents, providing required notices, and ensuring that your use of Customer Data complies with law. You grant UpChannels a limited license to use Customer Data to operate, improve, and secure the Services.

6. Communications and SMS Messaging

If you enable SMS or email features, you must have documented consent from each recipient and promptly honor opt-outs. You agree not to send illegal, deceptive, or abusive messages. You also agree to indemnify UpChannels from claims arising out of your communications or marketing activities.

7. Third-Party Services

The Services may connect with third-party tools (such as Airtable, QuickBooks, and messaging providers). Your use of third-party products is governed by their own terms. UpChannels is not responsible for third-party content or actions.

8. Plans, Billing & Taxes

Subscription terms, fees, and billing schedules are described in your order or plan selection. You authorize us to charge your payment method for recurring fees and applicable taxes. Late payments may result in suspension or interest charges. Fees are non-refundable unless required by law or a written agreement.

9. Intellectual Property

UpChannels and its licensors retain all ownership rights in the Services, including software, designs, documentation, and trademarks. You receive a limited, non-exclusive license to access and use the Services during your subscription. Reverse engineering or copying any part of the Services is prohibited.

10. Confidentiality

Both parties may receive confidential information during the course of this agreement. Each party agrees to protect the other’s confidential information and to use it only for purposes of providing or receiving the Services. Confidentiality obligations continue after these Terms end.

11. Disclaimers

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” UpChannels DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. We do not guarantee uninterrupted service or that the Services will meet your requirements.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, UpChannels AND ITS AFFILIATES SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES OR ANY LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS. OUR TOTAL LIABILITY UNDER THESE TERMS WILL NOT EXCEED THE FEES YOU PAID US DURING THE SIX (6) MONTHS BEFORE THE CLAIM.

13. Term and Termination

These Terms apply while you access the Services. Either party may terminate by providing notice. We may suspend or terminate your account for non-payment, misuse, or violation of these Terms. Upon termination, you must stop using the Services; we may retain or delete data according to our Privacy Policy and legal obligations.

14. Modifications

We may update these Terms to reflect changes in our Services or legal requirements. We will post the updated Terms with a revised “Last Updated” date and, if changes are material, provide additional notice. Continued use after changes take effect constitutes acceptance of the new Terms.

15. Governing Law and Disputes

These Terms are governed by the laws of the State of California, without regard to conflict-of-laws principles. Any dispute will be resolved through binding arbitration in Santa Clara County, California under the Commercial Arbitration Rules of the American Arbitration Association. Either party may seek injunctive relief in court to protect confidential information or intellectual property.

16. Contact Us

Questions about these Terms? Email us atteam@upchannels.com or write to Micro Cube Innovation Inc. (DBA UpChannels), 10080 N Wolfe Rd SW3 200, Cupertino, CA 95014.