Effective date: April 6, 2026

Please read these Terms of Service ("Terms") carefully before using the Upwell website located at www.upwell.com (the "Website") or any services offered by Upwell, Inc. ("Upwell," "we," "us," or "our"). By accessing or using the Website, you agree to be bound by these Terms. If you do not agree to these Terms, do not use the Website.

These Terms govern use of the Upwell marketing website. Use of the Upwell software platform is governed by a separate subscription and services agreement entered into between Upwell and the applicable customer.

1. Changes to These Terms

We reserve the right to update these Terms at any time. When we do, we will revise the effective date at the top of this page. We encourage you to review these Terms periodically. Your continued use of the Website after any changes constitutes your acceptance of the revised Terms.

2. Use of This Website

You may use this Website only for lawful purposes and in accordance with these Terms. You agree not to:

• Use the Website in any way that violates applicable federal, state, local, or international laws or regulations.
• Transmit or facilitate the transmission of any unsolicited or unauthorized advertising or promotional material.
• Attempt to gain unauthorized access to any part of the Website, its servers, or any system or network connected to the Website.
• Use any automated tool, spider, scraper, or other means to access, monitor, or copy any content from the Website without our prior written consent.
• Engage in any conduct that restricts or inhibits anyone's use or enjoyment of the Website, or which may harm Upwell or users of the Website.
• Impersonate or attempt to impersonate Upwell, an Upwell employee, or any other person or entity.

3. Intellectual Property

The Website and its entire contents, features, and functionality — including but not limited to all text, graphics, logos, icons, images, audio clips, and software — are the exclusive property of Upwell or its licensors and are protected by copyright, trademark, and other intellectual property laws.

You may not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any material from our Website without prior written consent from Upwell, except that you may print or download one copy of a reasonable number of pages for your own personal, non-commercial use.

The Upwell name, logo, and all related names, logos, product and service names, designs, and slogans are trademarks of Upwell, Inc. You may not use such marks without the prior written permission of Upwell.

4. User Submissions

Any information, feedback, ideas, suggestions, or other content you submit through the Website ("Submissions") is non-confidential. By making a Submission, you grant Upwell a non-exclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such Submission in any media. You represent that you own or control all rights to your Submissions and that they do not violate these Terms or any applicable law.

5. AI-Assisted Features and Limitations

Upwell's products and services incorporate artificial intelligence and machine learning technologies to automate and assist with tasks such as invoice processing, data extraction, and freight bill matching. You should be aware of the following:

• AI outputs may contain errors. AI and machine learning systems, including those used by Upwell, can produce inaccurate, incomplete, or unexpected results. No AI system is infallible. Outputs should be reviewed by qualified personnel before being relied upon for business decisions, financial obligations, or any other consequential purpose.
• Human oversight is essential. Upwell's platform is designed as a tool to assist human decision-making, not to replace it. Upwell strongly recommends that customers maintain appropriate human review processes for all AI-generated outputs, particularly for high-value or high-stakes transactions.
• No guarantee of accuracy. Upwell does not warrant that AI-generated outputs will be accurate, complete, timely, or fit for any particular purpose. The accuracy of AI outputs depends on the quality and completeness of the data provided and may vary across use cases.
• Continuous improvement. Upwell's AI systems are continuously updated and improved. Features, capabilities, and outputs may change over time.

6. Disclaimer of Warranties

THE WEBSITE AND ALL CONTENT, PRODUCTS, AND SERVICES MADE AVAILABLE THROUGH THE WEBSITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. UPWELL EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

Upwell does not warrant that the Website will be uninterrupted, error-free, or free of viruses or other harmful components; that defects will be corrected; or that the Website or the servers that make it available are free of viruses or other harmful components. Upwell does not warrant or make any representations regarding the use or the results of the use of any content on the Website in terms of its accuracy, reliability, or otherwise.

Some jurisdictions do not allow the exclusion of certain warranties, so some of the above exclusions may not apply to you.

7. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL UPWELL, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES — INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, DATA, BUSINESS, OR ANTICIPATED SAVINGS — ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF, OR INABILITY TO USE, THE WEBSITE OR ANY CONTENT, PRODUCTS, OR SERVICES OBTAINED THROUGH THE WEBSITE, EVEN IF UPWELL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT WILL UPWELL'S TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE WEBSITE EXCEED THE GREATER OF (A) THE TOTAL AMOUNT YOU PAID TO UPWELL IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (B) ONE HUNDRED DOLLARS ($100).

The limitations in this section apply regardless of the legal theory on which any claim is based, whether in contract, tort (including negligence), strict liability, or otherwise, and even if any remedy fails of its essential purpose.

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

8. Indemnification

You agree to defend, indemnify, and hold harmless Upwell, its affiliates, officers, directors, employees, agents, licensors, and service providers from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms or your use of the Website, including but not limited to any Submissions you make, any use of the Website's content other than as expressly authorized in these Terms, or your use of any information obtained from the Website.

9. Third-Party Links

The Website may contain links to third-party websites or resources. These links are provided for your convenience only. Upwell has no control over the content of those sites or resources, and accepts no responsibility for them or for any loss or damage that may arise from your use of them. If you choose to access any such third-party website, you do so entirely at your own risk and subject to the terms and conditions applicable to those websites.

10. Privacy

Your use of the Website is also governed by our Privacy Policy, which is incorporated into these Terms by this reference. Please review our Privacy Policy to understand our practices.

11. Governing Law

These Terms and any dispute or claim arising out of or in connection with them or their subject matter shall be governed by and construed in accordance with the laws of the State of Nebraska, United States, without regard to its conflict of law provisions.

You agree that any legal action or proceeding arising out of or relating to these Terms or your use of the Website shall be brought exclusively in the federal or state courts located in Douglas County, Nebraska, and you consent to the personal jurisdiction of such courts.

12. Dispute Resolution

Before filing a claim against Upwell, you agree to try to resolve the dispute informally by contacting us at legal@upwell.com. We will try to resolve the dispute informally by contacting you via email. If a dispute is not resolved within thirty (30) days of submission, either party may bring a formal proceeding.

For any disputes not subject to informal resolution, you and Upwell agree to resolve them through binding individual arbitration in Omaha, Nebraska under the rules of the American Arbitration Association (AAA), rather than in court. There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award the same damages and relief as a court. You agree to resolve any disputes on an individual basis and waive your right to participate in a class action lawsuit or class-wide arbitration.

Nothing in this section will be deemed to waive or limit either party's right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of intellectual property rights.

13. General Provisions

Entire Agreement. These Terms, together with our Privacy Policy and any other agreements expressly incorporated by reference herein, constitute the entire and exclusive understanding and agreement between you and Upwell regarding your use of the Website.

Severability. If any provision of these Terms is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions will remain in full force and effect, and the invalid or unenforceable provision will be deemed replaced by a valid provision that most closely approximates the intent of the original provision.

Waiver. No failure or delay by Upwell in exercising any right or remedy under these Terms will constitute a waiver of that right or remedy.

Assignment. You may not assign or transfer these Terms or your rights or obligations under them without Upwell's prior written consent. Upwell may freely assign or transfer these Terms without restriction.

No Third-Party Beneficiaries. These Terms do not and are not intended to confer any rights or remedies upon any person other than you.

Contact Us

If you have questions about these Terms of Service, please contact us at:

Upwell, Inc.
Email: legal@upwell.com