Terms of Service

These Terms of Service (the "Terms") govern your access to and use of the UppaGo platform — including our website, web application, APIs, agent packs, email ingestion endpoints, and related services (collectively, the "Service"). By creating an account, accepting an invitation, or otherwise using the Service, you agree to be bound by these Terms.

If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to these Terms, in which case "you" refers to that entity.

We may update these Terms from time to time. Material changes will be communicated via email or in-product notice at least thirty (30) days before they take effect. Continued use of the Service after the effective date constitutes acceptance of the updated Terms.

• "Customer" — the individual or organization that holds a UppaGo account.
• "Customer Content" — any data, documents, files, transactions, vendor information, financial records, or other content uploaded to or generated within the Service by you, your team, or your authorized agents.
• "Service" — the UppaGo platform and all features, agent packs, integrations, and APIs operated by us.
• "Subscription" — a paid or free plan that grants access to specific Service features and quotas.
• "User" — any natural person authorized to access the Service through a Customer account.

You must be at least eighteen (18) years old and capable of forming a binding contract to use the Service. By creating an account, you represent that all registration information you provide is accurate, current, and complete, and you agree to keep it that way.

You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. Notify us immediately at support@uppago.com if you suspect unauthorized access to your account.

You may grant access to additional Users (team members, bookkeepers, or external collaborators) subject to your subscription's seat limits. You are responsible for the actions of all Users acting under your account.

UppaGo is a finance-operations platform for small businesses, accountants, and bookkeepers. The Service includes (without limitation): document extraction (OCR), CSV import, bank-feed reconciliation, vendor intelligence, autonomy-driven auto-approval, accounting-system integration, anomaly detection, cash-flow forecasting, and multi-tenant firm management.

Specific features available to you depend on your active Subscription plan. We may add, modify, or remove features at our discretion; material changes to the functionality of paid features will be communicated in advance where reasonably practical.

You agree not to:

• Use the Service for any unlawful purpose or in violation of any applicable law or regulation
• Upload Customer Content that infringes on another party's rights or contains malware
• Reverse engineer, decompile, or attempt to extract the source code of the Service
• Interfere with, disrupt, or place an unreasonable load on the Service's infrastructure
• Attempt to gain unauthorized access to any part of the Service or to other Customers' data
• Use automated systems (scraping, bots, crawlers) to access the Service except through documented APIs
• Resell, sublicense, or rent the Service to third parties without our prior written consent
• Use the Service to send unsolicited commercial communications to third parties
• Impersonate any person or entity or misrepresent your affiliation
• Bypass or circumvent any usage quotas, rate limits, or feature gates

Violation of these acceptable-use rules may result in immediate suspension or termination of your account.

You own your Customer Content. Nothing in these Terms transfers ownership of your data, documents, vendor records, or any output derived solely from your Customer Content to us.

You grant UppaGo a limited, non-exclusive, royalty-free license to host, store, process, transmit, display, and create derivative works from your Customer Content solely as necessary to operate the Service for you (for example: extracting invoice data with OCR, computing vendor baselines for anomaly detection, indexing documents for semantic search, generating digests, sending notifications).

This license terminates when your Customer Content is deleted or your account is closed, except where retention is required to comply with law, resolve disputes, or enforce our agreements.

UppaGo uses AI models (including third-party large-language models and embedding models) to extract, classify, and analyze your Customer Content. We are explicit about what your data is and is not used for:

• We do not train AI models on your Customer Content. Your documents, transactions, vendor records, and any data you submit to UppaGo are not used to train, fine-tune, retrain, or otherwise improve any general-purpose AI model — neither ours nor any third-party provider's.
• Third-party AI processors operate under no-training contracts. Where we send extracts of your Customer Content to third-party AI providers (for example, to perform OCR or generate summaries), we contract with those providers under data-processing terms that prohibit them from using your data to train their own models.
• Tally's intelligence is per-tenant. The vendor profiles, baselines, autonomy levels, and reviewer memory that drive Tally's in-app suggestions are computed exclusively from your own Customer Content, scoped to your account. Aggregated, anonymized statistics may inform cross-tenant features (such as the firm-level intelligence available on certain plans), but only with explicit business reasons and only at aggregate level — never row-level data sharing.
• AI output is advisory. Extracted fields, suggested categorizations, anomaly flags, and autonomy decisions are tools to assist your review, not substitutes for it. You remain responsible for the accuracy and completeness of your books and records.

UppaGo's bank-feed feature imports transactions automatically from connected financial institutions through our integration with Plaid. Because these transactions are imported in bulk without per-transaction user review, they are treated as reconciliation data — used to match against invoices and receipts you have uploaded — but they do not contribute to Tally's autonomous decision-making models.

Tally's autonomy engine determines when documents can be auto-approved on your behalf, and it relies on user-validated history to set those thresholds. Documents you upload, import via CSV, or review in-app are credited as user-validated; bank-feed transactions are not. This separation ensures that automated approvals only accumulate trust from data you have personally seen and decided on.

Bank-feed transactions remain available for reconciliation matching, vendor recognition, cash-flow reporting, and search across your bank-imported records. To bring a specific bank transaction into Tally's full intelligence pipeline, upload the corresponding receipt or invoice — UppaGo will match the uploaded document to the bank-feed entry, and the uploaded document will then be treated as a validated signal.

Your use of bank-feed features is also subject to Plaid's end-user terms and privacy policy, available through the Plaid Link experience when you connect your bank account.

The Service relies on third-party providers across several categories, including cloud hosting and infrastructure, database and storage, authentication services, AI processing, transactional email delivery, payment processing, bank-account connectivity, and integrations with accounting systems you choose to connect.

Where you actively connect a third-party service through the Service — for example, connecting your bank account through Plaid Link, connecting QuickBooks Online for accounting-system push, or providing payment information through Stripe — your use of that integration is also subject to the respective provider's terms and privacy policy. We are not responsible for third-party services and cannot guarantee their availability.

UppaGo offers free and paid Subscription plans. Paid plans are billed monthly or annually, in advance, through Stripe. By subscribing, you authorize recurring charges at the rate published for your selected plan, including taxes where applicable.

Plan changes. You may upgrade your plan at any time; the new rate takes effect immediately and you will be charged a prorated amount for the remainder of the current billing cycle. Downgrades take effect at the end of the current billing cycle.

Cancellation. You may cancel your paid Subscription at any time through your billing settings or by contacting support. Cancellation takes effect at the end of the current billing cycle; you retain access to paid features through that date.

Refunds. Subscription fees are non-refundable except where required by law or expressly stated in a written agreement. We do not provide refunds or credits for partial subscription periods, unused features, or downtime that does not constitute a material breach of these Terms.

Failed payments. If a recurring payment fails, we will attempt to recharge using the payment method on file. If payment cannot be collected within fourteen (14) days, your Subscription may be downgraded to the free tier or suspended.

Billing payer. Where a bookkeeper or firm has been designated as the billing payer for a Customer's account, all billing-related rights and obligations under this section flow to that designated payer.

We offer a free tier subject to monthly document quotas and feature gates as published on our pricing page. Free-tier accounts may be subject to additional usage limits, rate limits, and feature restrictions, all of which we may adjust with reasonable notice.

Free-tier accounts that show no activity for ninety (90) consecutive days may be archived. Archived accounts can be reactivated by signing back in, subject to current free-tier terms at the time of reactivation.

From time to time we may offer features labeled "beta," "experimental," or "preview." These features are provided "as is" for evaluation, may be unstable, may change without notice, and may be discontinued at any time. We make no warranties about beta features and recommend you do not rely on them for production-critical workflows.

The Service — including its software, design, branding, agent-pack architecture, documentation, and all other components — is the intellectual property of UppaGo and/or its licensors and is protected by copyright, trademark, and other laws.

We grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service for the duration of your Subscription, subject to these Terms. No other rights are granted, expressly or by implication.

You retain all rights in your Customer Content. Aggregate, anonymized usage statistics derived from operating the Service may be used by us to improve the Service, in compliance with the AI and Data section above.

Each party agrees to protect the other party's confidential information using the same degree of care it uses for its own confidential information of like kind, but no less than reasonable care. Confidential information does not include information that (a) is or becomes public through no fault of the receiving party, (b) was known to the receiving party prior to disclosure, (c) is independently developed without reference to the disclosing party's information, or (d) is rightfully received from a third party without a duty of confidentiality.

Our handling of personal data is described in our Privacy Policy, which is incorporated by reference into these Terms.

We use industry-standard administrative, technical, and operational safeguards to protect Customer Content, including encryption in transit (TLS), encryption at rest provided by our infrastructure layer, application-layer encryption of third-party OAuth tokens, application-layer tenant isolation on every query that touches Customer Content, restricted internal access subject to confidentiality obligations, and ongoing review of our codebase, dependencies, and infrastructure configuration. The full security disclosure is available in our Privacy Policy.

You are responsible for the security of your account credentials, the configuration of access levels for Users you invite, and the security of devices used to access the Service. Promptly notify us of any suspected security incident at support@uppago.com.

We strive to keep the Service available on a 24/7 basis, but we do not guarantee uninterrupted operation. We may schedule maintenance windows and will use commercially reasonable efforts to communicate planned downtime in advance through the Service or via email.

Background processing — including OCR extraction, anomaly scanning, and bank-feed sync — may occasionally lag during periods of unusual load. Where features depend on third-party services (Plaid, QBO, Stripe, AI providers), availability of those features is also subject to the upstream provider's status.

We may suspend your access to the Service, in whole or in part, with or without prior notice, if we determine in good faith that:

• You have materially breached these Terms or our acceptable-use rules
• Your account is engaged in fraudulent, illegal, or abusive activity
• Your use is creating a security or stability risk to the Service or other Customers
• Required by law, court order, or governmental authority

Where reasonably possible, we will notify you of the suspension and provide a path to remedy. Repeated or unremediated breaches may result in termination.

Termination by you. You may terminate your account at any time by canceling all active Subscriptions and contacting support. Termination takes effect at the end of the current billing cycle (for paid plans) or immediately (for free accounts).

Termination by us. We may terminate your account on thirty (30) days' notice for any reason, or immediately if you have committed a material breach of these Terms or have engaged in conduct harmful to the Service or other Customers.

Effect of termination. Upon termination: (a) your access to the Service ceases; (b) we will retain your Customer Content for a period of thirty (30) days to allow data export, after which it will be deleted or anonymized except where longer retention is required by law; (c) any outstanding fees become immediately due; and (d) provisions that by their nature are intended to survive termination (including IP, confidentiality, disclaimers, limitation of liability, and dispute resolution) will continue to apply.

You may export your Customer Content at any time during your Subscription using in-product export features (CSV download, document download) or by contacting support for assistance with bulk export.

You may request deletion of your Customer Content by contacting privacy@uppago.com. We will process verified deletion requests within thirty (30) days, except where retention is required to comply with law, resolve disputes, enforce our agreements, or maintain accurate financial records of paid Subscriptions.

THE SERVICE AND ALL CONTENT, FEATURES, AND OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

UppaGo does not warrant that the Service will be uninterrupted, error-free, or completely secure. AI-generated outputs (extractions, classifications, anomaly flags, summaries, suggestions) may contain errors and should be reviewed before being relied upon for tax filings, financial reporting, or any other purpose with material consequences.

UppaGo is not a certified accountant, bookkeeper, tax advisor, or financial advisor. Use of the Service does not create such a professional relationship. You are solely responsible for the accuracy of your books and records and for compliance with applicable accounting standards and tax laws.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL UPPAGO OR ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUES, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OF — OR INABILITY TO USE — THE SERVICE.

UPPAGO'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES YOU PAID TO UPPAGO FOR THE SERVICE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS (USD $100).

Some jurisdictions do not allow the exclusion or limitation of certain damages, so the limitations above may not apply to you in their entirety.

You agree to defend, indemnify, and hold harmless UppaGo and its officers, directors, employees, contractors, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of the Service in violation of these Terms or applicable law; (b) your Customer Content (including any claim that your Customer Content infringes a third party's rights); (c) your Users' actions on the Service; or (d) any breach by you of any representation, warranty, or covenant in these Terms.

Neither party will be liable for any failure or delay in performance under these Terms (other than payment obligations) caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, government action, labor disputes, internet or power outages, third-party service failures, or pandemic-related disruptions.

These Terms are governed by and construed in accordance with the laws of Canada, without regard to conflict-of-laws principles.

Any dispute arising out of or relating to these Terms or the Service that cannot be resolved through good-faith negotiation will be submitted to the exclusive jurisdiction of the courts of Canada with proper authority over the matter, and you consent to personal jurisdiction in those courts.

You and UppaGo each waive any right to a jury trial in any proceeding arising out of or related to these Terms. Any claim must be brought within one (1) year after the cause of action accrues, or it is permanently barred.

We may amend these Terms from time to time. The "Last updated" date at the top of this page reflects the most recent revision. For material changes, we will provide at least thirty (30) days' advance notice through email or in-product notification before the changes take effect. Your continued use of the Service after the effective date constitutes acceptance of the amended Terms. If you do not agree to the amended Terms, your sole remedy is to cancel your Subscription before the effective date.

Notices to you under these Terms will be sent to the email address associated with your account. Notices to UppaGo should be sent to support@uppago.com.

You may not assign or transfer these Terms or any of your rights or obligations under these Terms without our prior written consent. We may assign these Terms without your consent in connection with a merger, acquisition, or sale of all or substantially all of our assets, provided the successor agrees to be bound by these Terms.

If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions will continue in full force and effect, and the invalid provision will be modified to the extent necessary to make it valid and enforceable while preserving its original intent.

These Terms — together with our Privacy Policy and any plan-specific or feature-specific terms expressly referenced herein — constitute the entire agreement between you and UppaGo regarding the Service and supersede all prior or contemporaneous communications, proposals, and agreements, whether oral or written.

For questions about these Terms or the Service, contact us at:

• General support, legal notices, and security reports: support@uppago.com
• Privacy and data requests: privacy@uppago.com