UpperCloud — Terms of Service

Last updated: [EFFECTIVE DATE]

These Terms of Service ("Terms") are a binding agreement between you ("Customer," "you") and UpperCloud ("UpperCloud," "we," "us"), located at 2384 Anita Ave, Sacramento, CA 95822. By subscribing, clicking "I agree," or using the Service, you accept these Terms and our Privacy Policy. If you are agreeing on behalf of a business, you represent that you are authorized to bind it.

1. The Service

UpperCloud designs, hosts, and maintains a single-page marketing website for your business (the "Site"), served on a UpperCloud subdomain (<yourname>.uppercloud.co). The subscription includes hosting and up to fifty (50) minor text or image changes per calendar month, requested through the in-portal assistant. "Minor changes" means edits to existing wording, hours, menu text, captions, contact details, and swapping photos. It does not include new pages, redesigns, custom development, e-commerce, integrations, logins, or anything beyond the existing Site's structure; those are out of scope and may be referred to a design partner under a separate agreement.

2. Fees, billing, and the change allowance

• Price: $99 per month or $990 per year (the annual plan prepays twelve months at a discount), plus any applicable taxes. Prices may change on renewal with at least 30 days' notice.
• Billing: recurring through our payment processor, Stripe. You authorize recurring charges until you cancel. You are responsible for keeping a valid payment method on file.
• Change allowance: the 50-changes-per-month allowance does not roll over and resets each billing period. You may self-serve one additional batch of 50 within a period from your dashboard; beyond that, contact support. Excessive or automated requests may be declined or scheduled for the next period.
• Taxes: fees are exclusive of taxes; you are responsible for applicable sales/use taxes.

3. Cancellation, refunds, and what happens to your Site

• Cancel anytime from the billing portal.
• 30-day money-back guarantee. If you cancel within thirty (30) days of your first payment, we refund that initial payment in full and issue you a credit note (a receipt you can see in your billing history). Your Site is taken offline right away when you take this refund.
• After the 30-day window, cancellation takes effect at the end of the current paid period — you keep access until then, and the unused portion of a monthly or annual term is otherwise non-refundable except where required by law.
• After cancellation or non-payment, the Site is taken offline and the subdomain is released. For thirty (30) days after termination you may request an export of your Site's then-current content (text and a manifest of image URLs); after that we may delete it.

4. Your content, our materials, and license grants

• Your content. You retain ownership of text, images, logos, and other materials you provide or approve ("Customer Content"). You grant UpperCloud a worldwide, non-exclusive, royalty-free license to host, reproduce, modify (for formatting/placement), and display Customer Content solely to operate the Site and the Service.
• Your responsibility for content. You represent that you own or have the rights to all Customer Content (including business names, logos, photos, and menu/price information) and that it is accurate and lawful. You are solely responsible for the accuracy of prices, hours, claims, and offers shown.
• Our materials. UpperCloud owns and retains all rights to the templates, design systems, code, software, and infrastructure used to build and host the Site. No rights to those are transferred to you. You receive a limited, revocable license to use the hosted Site during your subscription.
• Pre-subscription preview. Before you subscribe we may build and privately show you a draft Site using your publicly available business information. That draft remains private until you subscribe and is UpperCloud's property until then.

5. Acceptable use — violations may end your account without refund

You will not use the Service to publish or request content that is illegal, infringing, defamatory, deceptive, discriminatory, sexually explicit, harassing, that impersonates others or misrepresents your business, that promotes regulated/illegal goods unlawfully, or that violates a third party's intellectual-property, privacy, or publicity rights. You will not attempt to disrupt, reverse-engineer, overload, or gain unauthorized access to the Service, or use it to send spam. We may refuse, remove, or decline to publish any content, and may suspend or terminate your account immediately and without refund, for any violation of this Section or these Terms. We are not obligated to monitor content but may review queued changes before publishing.

6. Changes the assistant queues

Changes you request are queued and applied by UpperCloud, typically published within one business day, subject to review. We may decline changes that are out of scope, exceed your allowance, or violate Section 5, and will tell you why. Automated publishing does not waive our right to review or remove content.

7. Service availability; "as is"

We aim for high availability but do not guarantee uninterrupted or error-free service, and we may perform maintenance or modify features. The Service and Site are provided "AS IS" and "AS AVAILABLE," without warranties of any kind, express or implied, including merchantability, fitness for a particular purpose, non-infringement, and any warranty regarding results, traffic, or sales.

8. Limitation of liability

To the maximum extent permitted by law, UpperCloud will not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, revenue, data, or goodwill, arising out of or relating to the Service, even if advised of the possibility. Our total aggregate liability for all claims relating to the Service will not exceed the amount you paid us in the three (3) months before the event giving rise to the claim. Some jurisdictions do not allow certain limitations; those may not apply to you.

9. Indemnification

You will defend, indemnify, and hold harmless UpperCloud from claims, damages, and expenses (including reasonable attorneys' fees) arising from your Customer Content, your use of the Service, or your breach of these Terms or of any law or third-party right.

10. DMCA / copyright

If you believe content on a Site infringes your copyright, send a notice with the required information to build@uppercloud.com (attn: DMCA Agent), UpperCloud, 2384 Anita Ave, Sacramento, CA 95822. We will respond to valid notices, including by removing content and terminating repeat infringers.

11. Term, suspension, and termination

These Terms apply while you use the Service. We may suspend or terminate the Service for non-payment, violation of these Terms, or risk to the Service or others. You may stop using the Service at any time by cancelling. Sections that by their nature should survive (ownership, disclaimers, liability, indemnity, governing law) survive termination.

12. Changes to these Terms

We may update these Terms; material changes take effect on renewal or 30 days after notice (whichever is sooner). Continued use after changes means you accept them.

13. Governing law and disputes

These Terms are governed by the laws of the State of California, without regard to conflict-of-laws rules. The state and federal courts located in Sacramento County, California have exclusive jurisdiction, unless the parties agree to binding arbitration in a separately signed addendum. [Attorney to confirm any arbitration/class-waiver and consumer-protection provisions.]

14. Miscellaneous

These Terms (with the Privacy Policy and your order) are the entire agreement; if any provision is unenforceable the rest remain in effect; our failure to enforce a provision is not a waiver; you may not assign these Terms without our consent; we may assign them to a successor.

15. Contact

UpperCloud — 2384 Anita Ave, Sacramento, CA 95822 — build@uppercloud.com