Terms of Service

By accessing or using Upwely's indoor warehouse navigation system and related services (the "Services"), you agree to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms, you may not use the Services.

These Terms apply to all users, including warehouse operators, employees, administrators, and any other individuals who access the Services.

Upwely provides an indoor navigation system designed for warehouse environments, including:

• Real-time navigation guidance to warehouse locations
• Integration with ERP systems (including Acumatica)
• Inventory location tracking and management
• Analytics and reporting tools
• Mobile and wearable device applications

3.1 Account Creation

To use certain features of the Services, you must create an account. You agree to provide accurate, current, and complete information during registration and to update such information to keep it accurate.

3.2 Account Security

You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You must immediately notify us of any unauthorized use of your account.

3.3 Account Requirements

You must be at least 18 years old and have the legal authority to enter into these Terms on behalf of yourself or your organization.

4.1 Subscription Plans

The Services are offered through various subscription plans. Pricing, features, and limitations are described on our pricing page and may be updated from time to time.

4.2 Payment Terms

You agree to pay all fees associated with your subscription plan. Payments are due in accordance with the billing cycle selected. All fees are non-refundable unless otherwise specified.

4.3 Automatic Renewal

Subscriptions automatically renew at the end of each billing period unless cancelled before the renewal date.

You agree not to:

• Use the Services for any unlawful purpose
• Attempt to gain unauthorized access to the Services or related systems
• Interfere with or disrupt the Services or servers
• Reverse engineer, decompile, or disassemble the Services
• Use the Services to transmit malware or harmful code
• Resell or redistribute the Services without authorization
• Use the Services in a manner that exceeds reasonable use limits

6.1 Our Rights

The Services, including all software, designs, text, graphics, and other content, are owned by Upwely and protected by intellectual property laws. You are granted a limited, non-exclusive license to use the Services in accordance with these Terms.

6.2 Your Content

You retain ownership of any data, content, or information you upload to the Services ("Your Content"). You grant us a license to use Your Content solely to provide and improve the Services.

6.3 Feedback

Any feedback, suggestions, or ideas you provide about the Services may be used by us without obligation or compensation to you.

Your use of the Services is also governed by our Privacy Policy, which is incorporated into these Terms by reference. By using the Services, you consent to the collection and use of information as described in the Privacy Policy.

The Services may integrate with third-party systems such as Acumatica ERP. Your use of such integrations is subject to the terms and conditions of those third parties. We are not responsible for the availability or performance of third-party services.

We strive to maintain high availability of the Services but do not guarantee uninterrupted access. We may perform maintenance, updates, or experience downtime. We will make reasonable efforts to notify you of planned maintenance.

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. WE DISCLAIM ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

We do not warrant that the Services will meet your requirements, be error-free, or that defects will be corrected.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, UPWELY SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, OR BUSINESS OPPORTUNITIES.

Our total liability for any claims arising from these Terms or the Services shall not exceed the amount paid by you in the twelve (12) months preceding the claim.

You agree to indemnify and hold harmless Upwely and its officers, directors, employees, and agents from any claims, damages, losses, or expenses arising from your use of the Services, violation of these Terms, or infringement of any rights of a third party.

We may suspend or terminate your access to the Services at any time for violation of these Terms or for any other reason at our sole discretion. You may cancel your subscription at any time through your account settings.

Upon termination, your right to use the Services will immediately cease. Provisions that by their nature should survive termination will remain in effect.

These Terms shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law provisions. Any disputes shall be resolved in the state or federal courts located in Kyiv County, California.

We reserve the right to modify these Terms at any time. We will notify you of material changes by posting the updated Terms and updating the "Last updated" date. Your continued use of the Services after such changes constitutes acceptance of the new Terms.

For questions about these Terms, please contact us at: