End User License Agreement (EULA)

LICENSE GRANT

Subject to this EULA, Upmos grants you a limited, non-exclusive, non-transferable, non-sublicensable license to install and use our apps and software solely for your personal or internal business purposes in connection with Upmos services.

Your license is conditioned on compliance with:

• All terms in this EULA
• Our Terms of Use
• Our Acceptable Use Policy
• Any subscription or purchase terms applicable to your account

Device & Installation Limits

Unless otherwise specified in your subscription or purchase agreement, you may install and use the Software on up to five (5) devices owned or controlled by you. Each device must be associated with your Upmos account. Additional device licenses may be purchased separately.

Scope of License

This license is for object code only. No rights to source code are granted unless expressly provided under an open source license. The license does not include the right to receive updates, upgrades, or support unless separately purchased or included in your subscription plan.

LICENSE RESTRICTIONS

You may NOT:

• Copy, modify, reverse engineer, decompile, or create derivative works of the software (except where expressly permitted by applicable law)
• Resell, rent, lease, distribute, or transfer the software to any third party
• Use the software to develop a competing service or product
• Remove, alter, or obscure any proprietary notices, labels, or marks
• Use the software in violation of law, third-party rights, or Upmos policies
• Circumvent or disable any security features, license keys, or access controls
• Use the software for benchmark testing without prior written consent
• Interfere with or disrupt the software, servers, or networks connected to the software

Enforcement: Upmos monitors compliance and may suspend or terminate access if violations are detected.

Audit Rights

Upmos reserves the right, upon 30 days’ written notice, to audit your use of the Software to verify compliance with this EULA. Audits may be conducted by Upmos or an independent third-party auditor, during normal business hours, and no more than once per 12-month period. You agree to reasonably cooperate with any such audit and provide access to relevant records. If an audit reveals material non-compliance, you shall promptly cure the non-compliance and reimburse Upmos for reasonable audit costs.

Confidentiality

You acknowledge that the Software contains trade secrets and confidential proprietary information of Upmos, including but not limited to algorithms, data structures, internal APIs, security mechanisms, and architecture. You agree to:

• Maintain the confidentiality of the Software using at least the same degree of care you use for your own confidential information, but no less than reasonable care
• Not disclose any non-public aspects of the Software to any third party
• Limit access to the Software to employees and contractors who have a need to know and are bound by confidentiality obligations at least as protective as these

OWNERSHIP & FEEDBACK

Upmos and its licensors retain ALL rights, title, and interest in and to the software, including all intellectual property rights. This EULA does not transfer any ownership rights to you.

Feedback: You assign to Upmos any feedback, suggestions, or enhancement requests you provide regarding the software. Upmos may use such feedback without restriction or compensation to you.

User Content: You retain ownership of content you create or upload using the software, but you grant Upmos the necessary rights to operate and provide the software as described in our Terms of Use.

THIRD-PARTY & OPEN SOURCE

The software may contain or be distributed with third-party components, including open-source software governed by their respective licenses (e.g., MIT, Apache 2.0, GPL).

To the extent a third-party license conflicts with this EULA, the third-party license controls solely for that component.

Third-Party Services: The software may integrate with or link to third-party services (payment processors, analytics, cloud storage). Your use of such services is subject to their own terms and privacy policies.

Open Source License Texts

A complete list of open source components included in the Software, along with their respective license texts, is available:

• In the Software’s “About” or “Legal Notices” section
• At https://upmos.com/open-source-licenses/
• Upon written request to legal@upmos.com

Where required by an open source license (e.g., GPL, LGPL), Upmos will provide corresponding source code upon request within a reasonable timeframe.

UPDATES & CHANGES

We may provide updates, patches, or new versions which may:

• Modify or discontinue certain features
• Add new functionality or security enhancements
• Require acceptance of revised terms

Automatic Updates: Some updates may install automatically to maintain security and compatibility.
Required Updates: Certain updates may be required to continue using the software.
Beta Features: We may offer beta or experimental features which are provided “as-is” without warranty.

Amendment Notice Period

For material changes to this EULA, we will provide at least 30 days’ advance notice before the changes take effect. Notice will be delivered via:

• Email to the address associated with your account
• In-app notification within the Software
• Prominent notice on our website

If you do not agree to the revised terms, you must stop using the Software before the changes take effect. Your continued use after the notice period constitutes acceptance of the amended EULA.

DATA COLLECTION & PRIVACY

The Software may collect certain data to provide, maintain, and improve its functionality. By using the Software, you acknowledge and consent to the following data collection practices:

Data We Collect

Your Privacy Choices

• Opt-Out of Analytics: You may disable non-essential analytics via the Software’s settings or by contacting privacy@upmos.com
• Data Access & Deletion: You may request access to, correction of, or deletion of your personal data as described in our Privacy Policy
• Do Not Track: The Software respects browser-level Do Not Track (DNT) signals where technically feasible

For complete details on how we collect, use, store, and protect your data, please review our Privacy Policy and CCPA/CPRA Compliance Policy. Our data practices comply with applicable privacy laws, including GDPR (EU) 2016/679, CCPA/CPRA (California), and COPPA (children’s privacy).

SUBSCRIPTION & BILLING

If you access the Software through a paid subscription or purchase:

Billing & Payment

• Subscription fees are billed in advance on a recurring basis (monthly or annually) as selected at the time of purchase
• All fees are stated in U.S. Dollars (USD) unless otherwise indicated
• You authorize Upmos (or our payment processor) to charge your designated payment method for all applicable fees
• Fees are non-refundable except as required by applicable law or as expressly stated in our refund policy

Auto-Renewal

Subscriptions automatically renew at the end of each billing period unless you cancel before the renewal date. We will send a renewal reminder at least 7 days before your subscription renews.

Cancellation

You may cancel your subscription at any time through your account settings or by contacting support@upmos.com. Cancellation takes effect at the end of the current billing period. You will retain access to the Software until your current paid period expires.

Price Changes

We may change subscription pricing with at least 30 days’ advance notice. Price changes take effect at the start of your next billing period following the notice. If you do not agree to the new pricing, you may cancel before the change takes effect.

For full terms governing purchases, please see our Terms of Use.

TERM & TERMINATION

Effective Until Terminated: This EULA is effective until terminated by you or Upmos.

Your Termination Rights: You may terminate by uninstalling the software and ceasing all use.

Upmos Termination Rights: We may suspend or terminate your license if:

• You breach this EULA or applicable policies
• Your account is suspended or closed
• Required by law or legal process
• We discontinue the software or service

Effect of Termination: Upon termination, you must:

• Stop using the software immediately
• Uninstall and delete all copies
• Return or destroy any materials provided by Upmos

Survival: Sections relating to ownership, disclaimers, liability limitations, indemnity, and dispute resolution survive termination.

SUPPORT & MAINTENANCE

Standard Support

Upmos provides the following support for the Software:

• Email Support: Available at support@upmos.com, Monday–Friday, 9 AM – 6 PM CST (excluding U.S. federal holidays)
• Knowledge Base: Self-service documentation and FAQs available at upmos.com
• Response Times: We aim to acknowledge support requests within 2 business days. Resolution times depend on issue complexity and severity

Maintenance & Updates

Maintenance updates (bug fixes, security patches) are provided at Upmos’s sole discretion. Major version upgrades may require a separate purchase or upgraded subscription tier.

Premium Support

Enhanced support tiers with faster response times, dedicated account management, and priority issue resolution may be available for purchase. Contact sales@upmos.com for details.

Exclusions

Support does not cover issues arising from:

• Unauthorized modifications to the Software
• Use with unsupported hardware, operating systems, or third-party software
• Failure to install recommended updates
• Misuse or use in violation of this EULA

DISCLAIMERS

THE SOFTWARE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO:

• Merchantability
• Fitness for a particular purpose
• Non-infringement
• Accuracy, reliability, or completeness
• Uninterrupted or error-free operation
• Security or freedom from viruses or harmful code

No Guarantee of Results: Upmos does not warrant that the software will meet your requirements or achieve specific results.

Some jurisdictions do not allow exclusion of certain warranties, so these limitations may not apply to you.

LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, Upmos and its affiliates, officers, directors, employees, agents, and licensors will NOT be liable for:

• Indirect, incidental, special, consequential, or punitive damages
• Loss of profits, revenue, data, use, goodwill, or business opportunities
• Service interruptions or security breaches
• Third-party claims or actions
• Any damages arising from your use or inability to use the software

Even if advised of the possibility of such damages.

Aggregate Liability Cap: Our total aggregate liability will not exceed the amounts you paid (if any) for the software in the 12 months preceding the claim, or $100 USD, whichever is greater.

Some jurisdictions do not allow limitation of liability for incidental or consequential damages, so these limitations may not apply to you.

INDEMNITY

You agree to defend, indemnify, and hold harmless Upmos, its affiliates, officers, directors, employees, agents, and licensors from and against any claims, damages, liabilities, losses, costs, and expenses (including reasonable attorneys’ fees) arising from:

• Your use or misuse of the software
• Your violation of this EULA
• Your violation of any law or third-party rights
• Your content or data processed through the software
• Any fraud or willful misconduct on your part

Upmos reserves the right to assume exclusive defense and control of any matter subject to indemnification.

EXPORT COMPLIANCE

You represent and warrant that:

• You are NOT located in an embargoed country or on a U.S. government restricted party list
• You will comply with all applicable export control laws, sanctions, and regulations
• You will NOT export or re-export the software to prohibited countries or persons

U.S. Export Restrictions: The software is subject to U.S. export control laws including the Export Administration Regulations (EAR) and International Traffic in Arms Regulations (ITAR).

GOVERNING LAW & DISPUTES

Governing Law: This EULA is governed by the laws of the State of Texas and applicable U.S. federal law, without regard to conflict of laws principles.

Venue & Jurisdiction: Exclusive venue and jurisdiction shall lie in Harris County, Texas, unless otherwise required by applicable law or consumer protection statutes.

Dispute Resolution:

• Informal Resolution: Before filing any claim, you agree to contact us at support@upmos.com to attempt informal resolution.
• Arbitration: If informal resolution fails, disputes may be subject to binding arbitration as described in our Terms of Use.
• Class Action Waiver: You agree to resolve disputes on an individual basis only, not as part of a class or representative action.

Exceptions: Either party may seek injunctive or equitable relief in court for intellectual property violations, confidentiality breaches, or unauthorized access.

NOTICES

All legal notices under this EULA must be in writing and will be deemed given when:

Notice Addresses

To Upmos:

Upmos Inc — Legal Department
9896 Bissonnet St
Houston, TX 77036
Email: legal@upmos.com

To You: The email address associated with your Upmos account, or the mailing address you have provided in your account settings.

CONSUMER RIGHTS

If you are a consumer (an individual acting outside of your trade, business, or profession), certain statutory rights may apply to you that cannot be waived or limited by this EULA.

European Economic Area & United Kingdom

• Right of Withdrawal: Under the EU Consumer Rights Directive (2011/83/EU) and UK Consumer Rights Act 2015, you may have a 14-day cooling-off period from the date of purchase to withdraw and request a full refund, provided you have not downloaded or started using the Software with your express consent and acknowledgment that you thereby lose your withdrawal right
• Statutory Guarantees: Nothing in this EULA excludes or limits your statutory rights under EU or UK consumer protection law, including guarantees of conformity under Directive (EU) 2019/770 (Digital Content Directive)
• Alternative Dispute Resolution: EU consumers may submit complaints to the EU Online Dispute Resolution (ODR) platform

Australia

If the Australian Consumer Law (Schedule 2 of the Competition and Consumer Act 2010) applies, you have statutory guarantees that cannot be excluded. Nothing in this EULA is intended to limit those guarantees.

California Residents

Under California Civil Code §1789.3, California users are entitled to the following consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.

General

Where any provision of this EULA conflicts with mandatory consumer protection laws in your jurisdiction, the mandatory law prevails to the extent of the conflict. This does not affect the validity of the remaining provisions.

GOVERNMENT USE RIGHTS

If you are a unit or agency of the United States Government or a U.S. Government contractor, the following terms apply:

Commercial Computer Software

The Software is deemed “commercial computer software” and “commercial computer software documentation” as defined in FAR 12.212 and DFARS 227.7202. Accordingly:

• For civilian agencies: Use, duplication, and disclosure are subject to the terms of this EULA pursuant to FAR 12.212(a) and FAR 52.227-19
• For Department of Defense (DoD): Use, duplication, and disclosure are subject to the terms of this EULA pursuant to DFARS 227.7202-1(a) and DFARS 252.227-7014

The manufacturer/publisher is: Upmos Inc, 9896 Bissonnet St, Houston, TX 77036, United States.

If the Software does not meet the government’s needs or is not consistent with federal procurement regulations, the government agrees to return the Software unused.

GENERAL PROVISIONS

Entire Agreement: This EULA, together with our Terms of Use and Privacy Policy, constitutes the entire agreement regarding the software.

Amendments: We may modify this EULA by posting the revised version at https://upmos.com/end-user-license-agreement/. Continued use after changes constitutes acceptance.

Severability: If any provision is found unenforceable, the remaining provisions remain in full force.

Waiver: Our failure to enforce any right does not waive that right.

Assignment: You may not assign this EULA. We may assign it to affiliates or successors.

Force Majeure: Neither party is liable for delays or failures due to causes beyond reasonable control.

English Language: This EULA is in English. Any translations are for convenience only.

RELATED POLICIES

Legal Documents

• Terms of Use
• Disclaimer
• DMCA Policy
• Acceptable Use Policy

Privacy & Compliance

• Privacy Policy
• Cookie Policy
• CCPA/CPRA Compliance
• Open Source Licenses

Marketplace Policies

• Product Listing Guidelines
• Prohibited & Restricted Products
• Vendor Code of Conduct