Please read these Terms of Service (the "Terms") and our Privacy Notice ("Privacy Notice") carefully because they govern your use of the website located at https://uptool.com/ (the "Site") and the online technology platform for machine shops, including without limitation the sales, quoting, and marketing tools, and related services, accessible via the Site offered by Uptool, Inc. ("Uptool"). To make these Terms easier to read, the Site and our services are collectively called the "Services."

1. Agreement to Terms. By using our Services, you agree to be bound by these Terms. If you don't agree to be bound by these Terms, do not use the Services. IF YOU ARE ACCESSING AND USING THE SERVICES ON BEHALF OF A COMPANY (SUCH AS YOUR EMPLOYER) OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY TO THESE TERMS. IN THAT CASE, "YOU" AND "YOUR" WILL REFER TO THAT ENTITY.

2. Privacy Notice. Please review our Privacy Notice, which also governs your use of the Services, for information on how we collect, use and share your information.

3. Changes to these Terms or the Services. We may update the Terms from time to time in our sole discretion and if so we will post updated Terms on the Site or send other communications to you. If you continue to use the Services after we have posted updated Terms, you accept and agree to the changes. If you don't agree to be bound by the changes, you may not use the Services anymore. We may change the Services at any time at our sole discretion.

4. Fees. You will pay the fees corresponding to the subscription tier which you elect to receive via the Services, or as otherwise set forth in an applicable mutually executed order form between you and Uptool. You are responsible for sales, use, ad valorem, and excise taxes, and other similar taxes, duties, and charges imposed by applicable law or governmental regulatory authority on amounts payable by you hereunder.

5. Feedback. We appreciate feedback, comments, ideas, proposals and suggestions for improvements to the Services ("Feedback"). If you choose to submit Feedback, you agree that we are free to use it without any restriction or compensation to you.

6. Our Intellectual Property. We may make available through the Services content that is subject to intellectual property rights. We retain all rights to that content.

7. General Prohibitions and Uptool's Enforcement Rights. You agree not to: (1) use, display, mirror or frame the Services or any element thereof, Uptool's name, trademarks, logos, proprietary information, or page layouts without written consent; (2) access, tamper with, or use non-public areas of the Services, systems, or technical infrastructure; (3) probe, scan, or test vulnerabilities or breach authentication or security; (4) circumvent technological measures by Uptool, its providers, or third parties; (5) access or search the Services or download content using unauthorized tools; (6) send unsolicited or unauthorized marketing, spam, or solicitations; (7) use meta tags or hidden text with Uptool trademarks without consent; (8) use the Services commercially or for third-party benefit in violation of these Terms; (9) forge headers or send deceptive identifying information; (10) decipher, decompile, disassemble, or reverse engineer the software; (11) interfere with users, hosts, or networks through viruses, overloading, flooding, spamming, or mail-bombing; (12) collect or store personal data of others without permission; (13) impersonate or misrepresent your affiliation; (14) violate any laws or regulations; or (15) encourage or enable others to engage in any of the foregoing in Subsections (1) – (14). Uptool is not obligated to monitor access to or use of the Services or to review or edit any content. However, we have the right to do so for the purpose of operating the Services, to ensure compliance with these Terms and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any content at any time and without notice, including, but not limited to, if we, at our sole discretion, consider it objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.

8. Your Content.

1. Posting Content. Our Services may allow you to store or share content such as text (in posts or communications with others), files, documents, graphics, images, music, software, audio and video. Anything (other than Feedback) that you post or otherwise make available through the Services is referred to as "User Content". Uptool does not claim any ownership rights in any User Content and nothing in these Terms will be deemed to restrict any rights that you may have to your User Content.

2. Permissions to Your User Content. By making any User Content available through the Services you hereby grant to Uptool a non-exclusive, transferable, worldwide, royalty-free license, with the right to sublicense, to (i) use, ingest, analyze, and create insights and information based upon User Content to provide you the Services; and (ii) to share User Content with Uptool's third-party services providers (e.g., third-party artificial intelligence technology providers) to process such User Content, to provide you the Services; and (iii) to generate Aggregate/Deidentified Data. Uptool hosts User Content on Amazon Web Services, which implements information security measures as described at https://aws.amazon.com/security/.

3. Your Responsibility for User Content. You are solely responsible for all your User Content. You represent and warrant that you have (and will have) all rights that are necessary to grant us the license rights in your User Content under these Terms. You represent and warrant that neither your User Content, nor your use and provision of your User Content to be made available through the Services, nor any use of your User Content by Uptool on or through the Services will infringe, misappropriate or violate a third party's intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

9. Links to Third Party Websites or Resources. The Services may allow you to access third-party websites or other resources. We provide access only as a convenience and are not responsible for the content, products or services on or available from those resources or links displayed on such websites. You acknowledge sole responsibility for and assume all risk arising from, your use of any third-party resources.

10. Termination. We may suspend or terminate your access to and use of the Services, including suspending access to or terminating your account, at our sole discretion, at any time and without notice to you. You may cancel your account at any time by sending us an email at info@uptool.com (or other email address(es) communicated to you by Uptool). Upon any termination, discontinuation or cancellation of the Services or your account, the following Sections will survive: 2, 5, 6, 7, 8, 11, 12, 13, 14, 15 and 16.

11. Disclaimers. THE SERVICES ARE PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND. WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. We make no warranty (i) that the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis; or (ii) regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any information or content on the Services.

12. Indemnity. You will indemnify and hold Uptool and its officers, directors, employees and agents, harmless from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (a) your access to or use of the Services, or (b) your violation of these Terms.

13. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER UPTOOL NOR ITS SERVICE PROVIDERS INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT UPTOOL OR ITS SERVICE PROVIDERS HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL UPTOOL'S TOTAL CUMULATIVE LIABILITY TO YOU ARISING FROM ALL CLAIMS UNDER OR RELATED TO THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES EXCEED THE AMOUNTS ACTUAL PAID BY YOU TO UPTOOL FOR THE SERVICES IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE APPLICABLE CLAIM.

14. Governing Law and Forum. These Terms and any action related thereto will be governed by the laws of the State of California, without regard to its conflict of laws provisions. The parties expressly consent to personal and exclusive jurisdiction in the state and federal courts located in San Mateo County, California, and you and Uptool each waive any objection to jurisdiction and venue in such courts.

15. General Terms. Uptool and its licensors exclusively own all right, title and interest in and to the Services, Aggregate/Deidentified Data, and all associated intellectual property rights. You acknowledge that the Services are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services. For purposes of these Terms, "Aggregate/Deidentified Data" means any data that is derived or aggregated in deidentified form from (i) any User Content; or (ii) your use of the Services, including, without limitation, any usage data or trends with respect to the Services. These Terms constitute the entire and exclusive understanding and agreement between Uptool and you regarding the Services, and these Terms supersede and replace all prior oral or written understandings or agreements between Uptool and you regarding the Services. If any provision of these Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. Except where provided by applicable law in your jurisdiction, you may not assign or transfer these Terms, by operation of law or otherwise, without Uptool's prior written consent. Any attempt by you to assign or transfer these Terms absent our consent or your statutory right, without such consent, will be null. Uptool may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns. Any notices or other communications provided by Uptool under these Terms will be given: (i) via email; or (ii) by posting to the Services. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted. Uptool's failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Uptool. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

16. Contact Information. If you have any questions about these Terms or the Services, please contact Uptool at info@uptool.com.