Terms and Conditions

"Company," "we," "us," or "our" refers to Upquirk and its owners, officers, directors, employees, agents, and affiliates.

"User," "you," or "your" refers to any individual or entity that accesses or uses the Service.

"Platform" refers to the Upquirk website, web application, API endpoints, browser extensions, integrations, and all related software and infrastructure.

"Lead Data" refers to any information provided through the Service, including but not limited to company names, individual names, email addresses, LinkedIn profiles, job posting details, confidence scores, outreach drafts, and any other enriched data.

"Subscription" refers to a paid plan that grants access to Lead Data and Platform features for a defined period.

"Content" refers to all text, graphics, images, data, software, and other materials available on or through the Service.

2.1You must be at least 18 years of age and have the legal capacity to enter into a binding agreement to use the Service. By using the Service, you represent and warrant that you meet these requirements.

2.2To access certain features of the Service, 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, current, and complete.

2.3You are solely responsible for maintaining the confidentiality of your account credentials, including your password and any API keys. You are fully responsible for all activities that occur under your account, whether or not authorized by you.

2.4You must notify us immediately at legal@upquirk.com of any unauthorized use of your account or any other breach of security. We will not be liable for any loss or damage arising from your failure to comply with this section.

2.5We reserve the right to suspend or terminate your account at any time, with or without notice, for any reason, including but not limited to violation of these Terms.

3.1Upquirk provides an AI-powered lead intelligence service that monitors publicly available job listings on third-party freelancing platforms, identifies companies and individuals associated with those listings using publicly available web data, and delivers enriched lead information to subscribers.

3.2The Service is provided on an "as is" and "as available" basis. We do not guarantee that the Service will be uninterrupted, timely, secure, or error-free. We do not guarantee the accuracy, completeness, or reliability of any Lead Data provided through the Service.

3.3We reserve the right to modify, suspend, or discontinue the Service (or any part thereof) at any time, with or without notice. We shall not be liable to you or any third party for any modification, suspension, or discontinuation of the Service.

4.1Access to Lead Data requires a paid Subscription. Subscription plans, pricing, and features are described on our website and may be changed at any time at our sole discretion. Changes to pricing will not affect your current billing cycle but will apply upon renewal.

4.2All fees are stated in United States Dollars (USD) and are exclusive of applicable taxes, levies, or duties. You are responsible for all taxes associated with your use of the Service.

4.3Subscriptions are billed in advance on a monthly or annual basis, depending on the plan selected. Payment is due immediately upon the start of each billing cycle. We use third-party payment processors, and your use of such processors is subject to their terms and conditions.

4.4If payment fails for any reason, we may suspend access to the Service until the outstanding amount is paid. Continued failure to pay may result in termination of your account and forfeiture of any unused Lead Data credits.

4.5Unused Lead Data credits do not roll over between billing cycles unless explicitly stated in your plan terms.

5.1New subscribers are entitled to a 14-day money-back guarantee from the date of initial subscription purchase. To request a refund within this period, contact support@upquirk.com. Refunds will be processed to the original payment method within 10 business days.

5.2After the 14-day period, all fees are non-refundable. No refunds or credits will be issued for partial billing periods, downgrade of plans, or unused Lead Data credits.

5.3If we terminate your account due to a violation of these Terms, you are not entitled to any refund.

6.1You agree to use the Service only for lawful purposes and in accordance with these Terms. You agree not to use the Service:

(a)In any way that violates any applicable federal, state, local, or international law or regulation, including but not limited to data protection and privacy laws such as the GDPR, the CCPA, the CAN-SPAM Act, and any applicable anti-spam legislation.

(b)To send unsolicited bulk email (spam), phishing emails, or any communication that violates applicable anti-spam laws.

(c)To harass, abuse, threaten, defame, or intimidate any individual or entity.

(d)To impersonate any person or entity, or falsely state or misrepresent your affiliation with a person or entity.

(e)To attempt to reverse-engineer, decompile, disassemble, or otherwise attempt to discover the source code, algorithms, or underlying processes of the Service.

(f)To scrape, crawl, or use automated means to access the Service beyond the scope of your Subscription, or to circumvent any rate limits or access controls.

(g)To resell, sublicense, redistribute, or share Lead Data with third parties without our express written consent, except as necessary for your own direct outreach efforts.

(h)To use Lead Data to build a competing product or service, or to compile databases for resale.

(i)To interfere with or disrupt the integrity or performance of the Service or its related systems or networks.

(j)To use the Service in any manner that could damage, disable, overburden, or impair the Service.

6.2You acknowledge and agree that you are solely responsible for ensuring that your use of Lead Data complies with all applicable laws and regulations in your jurisdiction, including but not limited to data protection laws, privacy laws, anti-spam laws, and telecommunications regulations.

6.3Violation of this Acceptable Use Policy may result in immediate suspension or termination of your account without notice and without refund.

7.1The Service, including all Content, software, algorithms, designs, trademarks, trade names, logos, and other intellectual property, is owned by or licensed to the Company and is protected by copyright, trademark, patent, trade secret, and other intellectual property laws.

7.2Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service for your internal business purposes during the term of your Subscription.

7.3You may not copy, modify, distribute, sell, lease, sublicense, or create derivative works based on the Service or any Content, in whole or in part, without our prior written consent.

7.4All rights not expressly granted herein are reserved by the Company.

8.1Our collection, use, and disclosure of personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference. By using the Service, you consent to the collection, use, and disclosure of your information as described in the Privacy Policy.

8.2We implement commercially reasonable technical and organizational measures to protect the security of the Service and your data. However, no method of transmission over the Internet or electronic storage is 100% secure, and we cannot guarantee absolute security.

8.3Lead Data provided through the Service is derived from publicly available sources. We do not access, store, or transmit private data from any third-party platform account. We do not automate any actions on your behalf on any third-party platform.

8.4You are responsible for the security of data once it has been delivered to you through the Service.

9.1The Service may integrate with or contain links to third-party websites, services, or platforms (including but not limited to Slack, email providers, CRM platforms, and outreach tools). These third-party services are not under our control, and we are not responsible for their content, privacy policies, or practices.

9.2Your use of third-party services is at your own risk and subject to the terms and conditions of those third parties. We disclaim all liability arising from your use of any third-party service.

9.3The inclusion of any link or integration does not imply endorsement, sponsorship, or recommendation by the Company.

10.1THE SERVICE, INCLUDING ALL LEAD DATA, CONTENT, AND MATERIALS, IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

10.2WITHOUT LIMITING THE FOREGOING, THE COMPANY DOES NOT WARRANT THAT: (A) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (B) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) ANY LEAD DATA WILL BE ACCURATE, COMPLETE, RELIABLE, OR CURRENT; (D) ANY EMAILS IDENTIFIED BY THE SERVICE WILL BE VALID OR DELIVERABLE; (E) THE RESULTS OBTAINED FROM USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE; OR (F) ANY DEFECTS IN THE SERVICE WILL BE CORRECTED.

10.3You acknowledge that Lead Data is generated through automated processes including artificial intelligence and web data analysis, and may contain errors, inaccuracies, or outdated information. You assume all risk associated with your use of and reliance on Lead Data.

11.1TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, SUCCESSORS, OR ASSIGNS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO YOUR USE OF OR INABILITY TO USE THE SERVICE, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE), EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE SERVICE SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID BY YOU TO THE COMPANY DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11.3THE LIMITATIONS IN THIS SECTION APPLY REGARDLESS OF WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, AND EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

12.1You agree to indemnify, defend, and hold harmless the Company, its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or relating to: (a) your use of the Service; (b) your violation of these Terms; (c) your violation of any applicable law or regulation; (d) your use of Lead Data, including any outreach or communications made using information obtained through the Service; (e) any claim that your use of Lead Data infringed or violated the rights of any third party; or (f) any data breach or security incident attributable to your systems or actions.

12.2The Company reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of such claims.

13.1You may cancel your Subscription at any time through your account settings or by contacting support@upquirk.com. Cancellation will take effect at the end of the current billing cycle. You will continue to have access to the Service until the end of your paid period.

13.2We may suspend or terminate your access to the Service immediately, without prior notice or liability, for any reason, including but not limited to breach of these Terms.

13.3Upon termination: (a) your right to use the Service will immediately cease; (b) you must cease all use of Lead Data obtained through the Service, except for data already incorporated into active business communications; (c) we may delete your account and all associated data; and (d) all provisions of these Terms that by their nature should survive termination shall survive, including but not limited to Sections 7 (Intellectual Property), 10 (Disclaimer of Warranties), 11 (Limitation of Liability), 12 (Indemnification), 15 (Governing Law), and 16 (Dispute Resolution).

14.1You represent and warrant that your use of the Service will comply with all applicable laws, regulations, and rules, including without limitation all applicable data protection, privacy, anti-spam, and electronic communications laws and regulations.

14.2If you are located in the European Economic Area (EEA), United Kingdom, or any jurisdiction with comprehensive data protection legislation, you are solely responsible for ensuring a lawful basis for any processing of personal data obtained through the Service, including but not limited to sending outreach communications.

14.3The Company does not provide legal advice. You should consult with qualified legal counsel to ensure your use of the Service complies with all applicable laws in your jurisdiction.

15.1These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States of America, without regard to its conflict of law provisions.

15.2Any legal action or proceeding relating to these Terms shall be brought exclusively in the state or federal courts located in Wilmington, Delaware, and you hereby consent to the personal jurisdiction and venue of such courts.

16.1In the event of any dispute, claim, or controversy arising out of or relating to these Terms or the Service, the parties shall first attempt to resolve the matter through good-faith negotiation for a period of thirty (30) days.

16.2If the dispute is not resolved through negotiation, it shall be resolved through binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall be conducted in Wilmington, Delaware, by a single arbitrator selected in accordance with the AAA rules.

16.3The arbitrator's decision shall be final and binding, and judgment upon the award may be entered in any court having jurisdiction. Each party shall bear its own costs and attorneys' fees, unless the arbitrator determines otherwise.

16.4YOU AGREE THAT ANY DISPUTE RESOLUTION PROCEEDING WILL BE CONDUCTED ON AN INDIVIDUAL BASIS AND NOT AS A CLASS ACTION, CONSOLIDATED ACTION, OR REPRESENTATIVE ACTION. YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

17.1We reserve the right to modify these Terms at any time at our sole discretion. When we make material changes, we will provide notice by posting the updated Terms on the Platform and updating the "Last Updated" date at the top of this document.

17.2Your continued use of the Service after the posting of modified Terms constitutes your acceptance of the modified Terms. If you do not agree to the modified Terms, you must discontinue use of the Service and cancel your Subscription.

17.3It is your responsibility to review these Terms periodically for changes.

18.1Entire Agreement. These Terms, together with the Privacy Policy and any Subscription agreement, constitute the entire agreement between you and the Company regarding the Service and supersede all prior agreements, representations, and understandings.

18.2Severability. If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.

18.3Waiver. The failure of the Company to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

18.4Assignment. You may not assign or transfer your rights or obligations under these Terms without our prior written consent. The Company may assign its rights and obligations without restriction.

18.5Force Majeure. The Company shall not be liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, pandemic, government actions, power failures, internet disruptions, or third-party service outages.

18.6Notices. All notices to the Company should be sent to legal@upquirk.com. Notices to you will be sent to the email address associated with your account.

18.7No Agency. Nothing in these Terms shall be construed to create a partnership, joint venture, employer-employee, or agency relationship between you and the Company.

18.8Headings. The section headings in these Terms are for convenience only and have no legal or contractual effect.

For questions, concerns, or notices regarding these Terms, please contact us at:

Email: legal@upquirk.com

Website: https://upquirk.com