Software as a Service Agreement

2.1 License and Access. Subject to Customer’s compliance with this Agreement, Uprise grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Services during the Term solely for Customer’s internal business purposes.

2.2 Accounts. Customer may be required to establish one or more user accounts, usernames, passwords, and dashboard credentials. Customer is responsible for maintaining the confidentiality of all login credentials and for all activity occurring under its accounts.

2.4 Changes to the Services. Uprise may modify, update, suspend, or discontinue any feature of the Services at any time, provided that material changes to core paid functionality will be made in a commercially reasonable manner and with notice to Customers affected.

3.1 Free Trial. Uprise may offer a two (2) week free trial of the Services, subject to account setup and any applicable onboarding requirements.

3.2 Trial Conversion. Unless Customer cancels before the end of the trial period in accordance with this Agreement, the trial will automatically convert to a paid month-to-month subscription beginning immediately after the trial period ends.

3.3 No Refunds for Trial Use. To the extent any fees are charged after conversion, fees are non-refundable except as expressly stated in this Agreement or required by law.

4.1 Subscription Fees. After the trial period, Customer shall pay the subscription fees then in effect for the Services. Unless otherwise stated in an order form, the subscription is billed on a month-to-month, auto-renewing basis.

4.2 Auto-Renewal. The subscription will automatically renew each month unless cancelled in accordance with Section 5.

4.3 Payment Processor. Uprise uses Stripe as its third-party payment processor. Customer acknowledges that payment processing is provided by Stripe and is subject to Stripe’s terms, conditions, and policies. Customer is solely responsible for reviewing and complying with Stripe’s terms of service and related payment processing requirements.

4.4 Authorization to Charge. By providing payment information, Customer authorizes Uprise and Stripe to charge all applicable fees, taxes, and other amounts due under this Agreement to the payment method provided.

4.5 Failed Payments. If any payment is declined, reversed, charged back, or otherwise fails, Uprise may suspend or terminate access to the Services until all outstanding amounts are paid in full.

4.6 Taxes. Fees are exclusive of taxes, duties, levies, and similar governmental charges, all of which are Customer’s responsibility except taxes based on Uprise’s net income.

5.1 Term. This Agreement begins when Customer accepts it and continues until terminated in accordance with this Section.

5.2 Cancellation by Customer. Customer may cancel the subscription at any time by providing thirty (30) days’ written notice to Uprise, unless a different notice period is stated in an order form signed by both parties.

5.4 Termination by Uprise. Uprise may suspend or terminate access immediately upon written notice if Customer materially breaches this Agreement, uses the Services unlawfully, fails to pay amounts due, or poses a security or operational risk to the Services.

6.1 Use of Generative AI. Customer acknowledges that the Services use large language models and generative AI to provide conversational, content-generation, virtual receptionist, website, and SEO functionality.

6.2 AI Inputs and Usage Feedback. Uprise may receive and analyze information regarding how the AI Features are used, the types of prompts submitted, the nature of user interactions, and how the AI responds, for purposes including product improvement, quality control, support, compliance, safety, analytics, and development.

6.3 No Scraping of PII or Databases. Uprise represents that the AI Features are not designed to scrape Customer’s personally identifiable information or Customer databases, and that Uprise does not use Customer’s personally identifiable information for any automated training of underlying AI models. Customer remains responsible for any content it chooses to submit into the Services.

6.4 Conversation Recording and Training Use. Customer acknowledges and agrees that conversations with the AI receptionist may be recorded, stored, reviewed, and used by Uprise for non-automated training of the AI model, service improvement, quality assurance, support, troubleshooting, and related business purposes, subject to applicable law and Uprise’s privacy practices.

6.5 AI Hallucinations and Output Risks. Customer understands that AI-generated Output may be inaccurate, incomplete, misleading, outdated, offensive, or otherwise unreliable, including so-called “hallucinations.” Customer is solely responsible for reviewing, validating, and approving all Output before relying on or publishing it.

6.6 No Reliance. Customer shall not rely on Output as professional, legal, financial, medical, technical, or other expert advice. Uprise disclaims responsibility for Customer’s reliance on, publication of, or misuse of any Output.

7.1 Customer Data Ownership. As between the parties, Customer retains ownership of Customer Data, subject to the licenses granted under this Agreement.

7.2 License to Uprise. Customer grants Uprise a worldwide, non-exclusive, royalty-free license to host, store, process, transmit, display, modify as reasonably necessary, analyze, and use Customer Data solely to provide, maintain, secure, support, improve, and develop the Services, including website design and AI Features.

7.3 Privacy Compliance. Each party shall comply with applicable privacy and data protection laws to the extent applicable to its respective obligations under this Agreement. Customer is responsible for determining whether its use of the Services requires consent, notice, or disclosures to end users, employees, or website visitors.

7.5 No Sensitive Data Unless Authorized. Unless expressly authorized in writing by Uprise, Customer shall not upload or process highly sensitive data through the Services, including protected health information, payment card data, Customer or third-party financial information, or other regulated data requiring specialized compliance controls.

8.1 Reservation of Rights. Uprise and its licensors retain all right, title, and interest in and to the Uprise Materials, including all intellectual property rights therein. No rights are granted except as expressly set forth in this Agreement.

8.2 Trademarks. The names UPRISE SYSTEMS LLC, GO HIGH LEVEL, and any related logos, marks, service marks, trade dress, and branding are the property of Uprise or its licensors. Customer shall not use any such marks without Uprise’s prior written consent.

8.3 Customer Content. Customer retains ownership of its pre-existing content, trademarks, and materials submitted by Customer, subject to the rights granted to Uprise under this Agreement.

8.4 Website Deliverables. To the extent Uprise creates or configures a website for Customer as part of the Services, and subject to Customer’s payment of all applicable fees, Customer may use such website content for its own business purposes on Customer’s own server and maintenance after termination or cancellation, but only to the extent Uprise has expressly delivered or made available such materials to Customer and subject to any third-party license terms, templates, or components embedded therein. Uprise retains all rights in the underlying Platform, templates, and reusable components not specifically transferred to Customer.

8.5 Feedback. Customer may provide suggestions, comments, or feedback. Uprise may use such feedback without restriction or compensation.

10.1 Confidential Information. Each party may receive non-public information from the other party that is designated confidential or would reasonably be understood to be confidential.

10.2 Obligations. The receiving party shall use the other party’s Confidential Information only to perform under this Agreement and shall protect it using reasonable care.

10.3 Exclusions. Confidential Information does not include information that is publicly known, independently developed, lawfully received from a third party, or approved for release in writing.

11.1 Authority. Each party represents that it has the authority to enter into this Agreement.

11.2 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES AND ALL OUTPUT ARE PROVIDED “AS IS” AND “AS AVAILABLE.” UPRISE DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND UNINTERRUPTED OR ERROR-FREE OPERATION.

11.3 No Guarantee of Results. Uprise does not guarantee any specific business results, lead volume, conversion rate, search ranking, website traffic, revenue, response accuracy, or performance outcome.

11.4 Third-Party Services. Uprise is not responsible for any third-party services, including Stripe, hosting providers, telecom providers, website platforms, or integrations, and disclaims all liability arising from their acts or omissions.

14.1 Agreement to Arbitrate. Any dispute, claim, or controversy arising out of or relating to this Agreement, the Services, or the parties’ relationship shall be resolved by binding arbitration administered by the American Arbitration Association (“AAA”) under its then-current Commercial Arbitration Rules, except as modified by this Agreement.

14.2 Condition Precedent to Court Action. The parties agree to submit disputes to arbitration before initiating any court action, except that either party may seek temporary injunctive or equitable relief in a court of competent jurisdiction to protect intellectual property rights, confidential information, or system security pending arbitration.

14.3 Venue and Governing Law. Unless the parties agree otherwise, arbitration shall take place in Virginia, and this Agreement shall be governed by the laws of the Commonwealth of Virginia, without regard to conflict-of-laws principles.

14.4 Arbitrator. The arbitration shall be conducted by a single neutral arbitrator selected in accordance with AAA rules.

14.5 Class Action Waiver. The parties waive any right to litigate or arbitrate on a class, collective, or representative basis, except to the extent such waiver is unenforceable under applicable law.

14.6 Judgment on Award. Judgment on the arbitral award may be entered in any court having jurisdiction.

16.1 Entire Agreement. This Agreement constitutes the entire agreement between the parties regarding its subject matter and supersedes prior or contemporaneous understandings on that subject.

16.2 Amendments. Uprise may update this Agreement from time to time by posting an updated version or otherwise providing notice. Continued use of the Services after the effective date of the update constitutes acceptance.

16.3 Assignment. Customer may not assign this Agreement without Uprise’s prior written consent. Uprise may assign this Agreement in connection with a merger, acquisition, reorganization, sale of assets, or by operation of law.

16.4 Severability. If any provision is held unenforceable, the remaining provisions will remain in full force and effect.

16.5 Waiver. No waiver is effective unless in writing and signed by the waiving party.

16.6 Electronic Signatures. Electronic acceptance, clickwrap acceptance, and electronic signatures are valid and binding.

16.7 Notices. Notices shall be sent to the email addresses or physical addresses designated by the parties in their account records or as otherwise communicated in writing.

16.8 Independent Contractor. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, fiduciary relationship, or agency.

16.9 Survival. Sections relating to payment obligations, intellectual property, AI disclaimers, confidentiality, limitation of liability, indemnification, arbitration, and any other provision that by its nature should survive termination shall survive.