Terms of Service

Definitions

In these Terms of Service, the following terms have the meanings set forth below:

• "Service" means the Uptillo invoice payment reminder platform, including the website, dashboard, API, and all related services.
• "User," "you," or "your" means the individual or entity that has registered for and uses the Service.
• "Account" means your registered account on the Service.
• "Subscription" means a paid plan (Starter or Pro) with recurring billing.
• "Content" means any data, information, text, or other materials you upload, submit, or transmit through the Service, including client data, invoice information, and email templates.
• "Client" means a third-party recipient of invoice reminder emails sent through the Service on your behalf.
• "Invoice Chase" means an automated email sequence for a specific invoice.
• "We," "us," or "our" means Olevis LLC and the Uptillo Service.

1. Agreement to Terms

By accessing, registering for, or using Uptillo, you agree to be bound by these Terms of Service and all applicable laws and regulations. If you do not agree with any part of these terms, you must not use our Service.

These Terms constitute a legally binding agreement between you and Olevis LLC. Your continued use of the Service constitutes your acceptance of any modifications to these Terms.

2. Use License

Permission is granted to temporarily access and use Uptillo for personal or commercial purposes. This license shall automatically terminate if you violate any of these restrictions.

You may not:

• Modify or copy the materials
• Use the materials for any commercial purpose without a paid subscription
• Attempt to decompile or reverse engineer any software contained in Uptillo
• Remove any copyright or other proprietary notations from the materials
• Transfer the materials to another person or "mirror" the materials on any other server
• Use the Service to send spam or unsolicited communications

2A. User Responsibility for Compliance

Service Provider Role

Uptillo acts as a service provider that enables you to send invoice reminder emails to your clients. As the sender of these communications, you are responsible for ensuring your use of the Service complies with all applicable laws and regulations, including but not limited to the CAN-SPAM Act, GDPR, CASL, and other email marketing laws in your jurisdiction.

Your Responsibilities

When using the Service, you agree to:

• Provide accurate business contact information, including a valid physical address where required by law
• Only send reminders for legitimate, authorized invoices to clients with whom you have an existing business relationship
• Honor all unsubscribe requests processed through the Service
• Obtain necessary consent from recipients where required by applicable law
• Use the Service only for transactional invoice reminders, not for general marketing or promotional emails
• Maintain proper records of client relationships and communications

Compliance Tools

The Service provides tools to assist with compliance, including:

• Automatic inclusion of unsubscribe links in all emails
• Business address fields for email footer compliance
• Automated opt-out processing and tracking

While we provide these tools, you remain solely responsible for ensuring your use of the Service complies with all applicable laws in your jurisdiction and your clients' jurisdictions.

2B. Indemnification

You agree to indemnify, defend, and hold harmless Olevis LLC, Uptillo, and our officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, demands, losses, liabilities, and expenses (including reasonable attorneys' fees) arising from or relating to:

• Your use of the Service
• Your violation of these Terms of Service
• Your violation of any applicable law or regulation
• Your violation of any third-party rights
• Content you upload, submit, or transmit through the Service
• Emails sent through the Service on your behalf

2C. Limitation of Liability

To the maximum extent permitted by applicable law, in no event shall Olevis LLC or Uptillo be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues, whether incurred directly or indirectly, or any loss of data, use, goodwill, or other intangible losses, resulting from:

• Your use or inability to use the Service
• Any unauthorized access to or use of our servers and/or any personal information stored therein
• Any interruption or cessation of transmission to or from the Service
• Any bugs, viruses, trojan horses, or the like that may be transmitted through the Service by any third party
• Any errors or omissions in any content or for any loss or damage incurred as a result of your use of any content posted, emailed, transmitted, or otherwise made available through the Service

In no event shall our aggregate liability for all claims relating to the Service exceed the greater of one hundred U.S. dollars (USD $100) or the amount you paid us in the twelve (12) months preceding the claim.

3. Account Registration

To access certain features of Uptillo, you must register for an account. When you register, you agree to:

• Provide accurate, current, and complete information
• Maintain and promptly update your account information
• Maintain the security of your password and accept all risks of unauthorized access
• Immediately notify us of any unauthorized use of your account

You are responsible for all activities that occur under your account.

4. Subscription and Billing

4.1 Plans and Pricing

Uptillo offers the following subscription plans with monthly or annual billing:

Current pricing is available at uptillo.com/dashboard/billing. We reserve the right to modify pricing with at least 30 days' notice to existing subscribers.

Annual Plans: Annual subscriptions are billed upfront for the entire year and offer a 17% discount compared to monthly billing (equivalent to 2 months free).

4.2 Trial Period

Duration: Your trial period lasts for 14 days from the date of account creation.

Conversion: At the end of your trial, your account will be downgraded to inactive status unless you upgrade to a paid plan. Your data will be retained for 30 days to allow you to upgrade.

No Credit Card Required: You are not required to provide payment information during the trial. No charges will occur unless you explicitly upgrade to a paid plan.

4.3 Billing and Payment

Billing Cycle:

• Monthly Plans: Billed monthly in advance on the same day each month (your "billing date"). For example, if you subscribe on the 15th, you will be billed on the 15th of each subsequent month.
• Annual Plans: Billed annually in advance on the same day each year (your "anniversary date"). For example, if you subscribe on January 15th, you will be billed on January 15th of each subsequent year.

Auto-Renewal: Your subscription automatically renews each billing cycle unless you cancel before the next billing date. By subscribing, you authorize us to charge your payment method on each billing date.

Payment Methods: We accept major credit cards and debit cards via Stripe. You must maintain a valid payment method on file.

Payment Authorization: By providing a payment method, you:

• Authorize us to charge the payment method for your subscription fees
• Authorize us to update your payment information if provided by your payment provider or bank
• Agree to pay all charges incurred under your Account

4.4 Failed Payments and Account Suspension

If a payment fails (e.g., expired card, insufficient funds), we will:

1. Notify you via email and request you update your payment information
2. Retry the charge up to 3 times over the following 7 days
3. Suspend your account if payment is not received within 7 days
4. Delete your account and data if payment is not received within 30 days of suspension

You remain responsible for all outstanding charges. We may assess a late fee of $10 or the maximum permitted by law, whichever is less.

4.5 Cancellation

How to Cancel: You may cancel your subscription at any time through:

• Your account settings in the Dashboard
• The Stripe Customer Portal (accessible from Billing page)
• Email request to [email protected]

Effective Date: Cancellation takes effect at the end of your current billing period (month or year). You will retain access to paid features until that date.

No Proration: We do not provide pro-rated refunds for partial billing periods. For monthly plans, you are responsible for the full month in which you cancel. For annual plans, you are responsible for the full year in which you cancel, with no refund for unused months.

4.6 Plan Changes and Upgrades

Upgrades: If you upgrade from Starter to Pro, the change takes effect immediately and you will be charged a pro-rated amount for the remainder of your current billing cycle.

Downgrades: If you downgrade from Pro to Starter, the change takes effect at the start of your next billing cycle. You retain Pro features until then.

4.7 Taxes

All fees are exclusive of applicable taxes (including sales tax, VAT, GST, etc.). You are responsible for paying all applicable taxes associated with your purchase. If we are required to collect taxes, we will add them to your invoice.

If you are tax-exempt, you must provide valid tax exemption certificates before purchase.

4.8 Price Changes

We may change subscription prices at any time. For existing subscribers, we will provide at least 30 days' notice before any price increase takes effect. Your continued use of the Service after the price change constitutes acceptance of the new price. If you do not agree to the price change, you may cancel your subscription before it takes effect.

4.9 Refund Policy

Exceptions: Refunds may be issued at our sole discretion in cases of billing errors, service outages exceeding our SLA (if applicable), or as required by law.

Chargebacks: If you initiate a chargeback or dispute a charge, we reserve the right to immediately suspend or terminate your account. Frivolous chargebacks may result in permanent account termination.

5. Fair Use Policy

Uptillo is designed for legitimate business-to-business invoice payment reminders. You agree to use the Service in accordance with all applicable laws and regulations, including but not limited to:

• Anti-spam laws (CAN-SPAM Act, GDPR, etc.)
• Data protection regulations
• Email marketing best practices

We reserve the right to suspend or terminate accounts that violate our Fair Use Policy or engage in abusive behavior.

6. Service Availability

We strive to provide uninterrupted access to Uptillo, but we do not guarantee that the Service will be available at all times. We may suspend or discontinue the Service, or any part of it, at any time without notice. We will not be liable if for any reason all or any part of the Service is unavailable at any time or for any period.

7. Intellectual Property

The Service and its original content, features, and functionality are and will remain the exclusive property of Uptillo. The Service is protected by copyright, trademark, and other laws. Our trademarks and trade dress may not be used in connection with any product or service without our prior written consent.

8. Limitation of Liability

In no event shall Uptillo, nor its directors, employees, partners, agents, suppliers, or affiliates, be liable for any indirect, incidental, special, consequential or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from your access to or use of or inability to access or use the Service.

9. Data Protection

Your use of the Service is also governed by our Privacy Policy. Please review our Privacy Policy, which also governs the Service and informs users of our data collection practices.

10. Termination

We may terminate or suspend your account and bar access to the Service immediately, without prior notice or liability, under our sole discretion, for any reason whatsoever and without limitation, including but not limited to a breach of the Terms. Upon termination, your right to use the Service will immediately cease.

11. Changes to Terms

We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material, we will provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.

12. Governing Law and Venue

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

Venue: Subject to the arbitration provision below, you agree that any legal action or proceeding arising out of or related to these Terms or the Service shall be brought exclusively in the state or federal courts located in Sheridan County, Wyoming, and you consent to the personal jurisdiction of such courts.

12B. Export Controls and Sanctions Compliance

The Service and the underlying technology may be subject to U.S. export control laws and regulations, including the Export Administration Regulations (EAR) maintained by the U.S. Department of Commerce.

You represent and warrant that:

• You are not located in, under the control of, or a national or resident of any country subject to U.S. embargo or sanctions (including Cuba, Iran, North Korea, Syria, or the Crimea region)
• You are not listed on any U.S. government list of prohibited or restricted parties (including OFAC's SDN List)
• You will not use the Service in violation of any export control or sanctions laws
• You will not use the Service to communicate with individuals or entities in sanctioned countries

We reserve the right to suspend or terminate your access to the Service if we reasonably believe you are in violation of export control or sanctions laws.

12C. Severability

If any provision of these Terms is found to be unenforceable or invalid by a court of competent jurisdiction, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.

12D. Entire Agreement

These Terms of Service, together with our Privacy Policy and any other legal notices or agreements published on the Service, constitute the entire agreement between you and Uptillo concerning the Service and supersede all prior agreements and understandings, whether written or oral.

12E. Waiver

No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term. Our failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

12F. Assignment

You may not assign or transfer these Terms or your rights hereunder, in whole or in part, without our prior written consent. We may assign these Terms at any time without notice to you. Any attempted assignment in violation of this section shall be null and void.

13. Contact Us and Legal Notices

If you have any questions, concerns, or legal notices regarding these Terms, please contact us: