Terms of Service & End User License Agreement

1. Acceptance of Terms

These Terms of Service and End User License Agreement ("Terms") form a legal agreement between you and Upland Group LLC("Upland Group," "we," "us," or "our") and govern your access to and use of our website, client portal, AI-guided assessment, booking tools, and related services (collectively, the "Services"). By accessing or using the Services, you agree to be bound by these Terms. If you do not agree, do not use the Services.

2. Eligibility & Accounts

• You must be at least 18 years old and able to form a binding contract to use the Services.
• Some features require an account. You agree to provide accurate information and to keep your credentials confidential.
• Account registrations may require email verification, and certain registrations require approval by Upland Group before access is granted.
• You are responsible for all activity that occurs under your account.

3. Description of Services

Upland Group provides boutique business consulting and related digital tools, including an AI-guided business assessment, a consultation booking system, and a secure client portal for tracking project timelines and accessing deliverables. Features and availability may change over time.

4. AI-Guided Assessment

Our assessment uses artificial intelligence to help generate tailored insights from the information you provide. AI-generated output is provided for informational purposes to support our consulting engagement and may contain inaccuracies. It does not constitute legal, financial, tax, or professional advice, and should not be relied upon as a substitute for advice from a qualified professional.

5. Acceptable Use

You agree not to:

• Use the Services for any unlawful, harmful, or fraudulent purpose.
• Attempt to gain unauthorized access to the Services, other accounts, or our systems.
• Interfere with or disrupt the integrity or performance of the Services.
• Upload content that infringes the rights of others or that you do not have the right to share.
• Reverse engineer, copy, or resell the Services except as permitted by law.

6. Third-Party Services

The Services integrate with third-party providers, including Google (Calendar and Drive), Intuit QuickBooks (billing), and email and analytics providers. Your use of those integrations may be subject to the respective third party's terms and privacy policies. We are not responsible for third-party services.

7. Billing

Where billing applies, fees, invoices, and payment terms will be set out in a separate engagement agreement or invoice. Invoices may be generated and managed through Intuit QuickBooks. Amounts are due as stated on the applicable invoice or agreement.

8. License

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for your internal business purposes. We retain all rights not expressly granted.

9. Intellectual Property

The Services, including all content, software, designs, and trademarks, are owned by Upland Group or its licensors and are protected by intellectual property laws. Deliverables prepared for a client are governed by the applicable engagement agreement.

10. Confidentiality

Each party agrees to protect the other's confidential information and to use it only as necessary to perform under these Terms or an applicable engagement agreement.

11. Disclaimers

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, UPLAND GROUP WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR DATA, ARISING FROM OR RELATED TO YOUR USE OF THE SERVICES. OUR TOTAL LIABILITY FOR ANY CLAIM WILL NOT EXCEED THE AMOUNTS YOU PAID TO US FOR THE SERVICES IN THE TWELVE MONTHS PRECEDING THE CLAIM.

13. Indemnification

You agree to indemnify and hold harmless Upland Group and its officers, employees, and agents from any claims, damages, or expenses arising from your misuse of the Services or violation of these Terms.

14. Termination

We may suspend or terminate your access to the Services at any time for any violation of these Terms or as otherwise necessary. You may stop using the Services at any time. Provisions that by their nature should survive termination will survive.

15. Governing Law

These Terms are governed by the laws of the Commonwealth of Virginia, United States, without regard to its conflict-of-laws principles. Subject to the arbitration agreement in Section 16, the exclusive venue for any dispute not subject to arbitration will be the state or federal courts located in Virginia, and you consent to their personal jurisdiction.

16. Binding Arbitration; Class Action & Jury Trial Waiver

16.1 Informal resolution first

Before starting an arbitration, you agree to first try to resolve the dispute informally by sending a written notice describing the dispute and the relief sought to privacy@uplandgroupllc.com. We will try in good faith to resolve the dispute for at least 60 days after notice. If the dispute is not resolved within that period, either party may begin arbitration.

16.2 Agreement to arbitrate

You and Upland Group LLC agree that any dispute, claim, or controversy arising out of or relating to these Terms or the Services (a "Dispute") will be resolved by binding arbitration rather than in court, except as stated in Section 16.5. The Federal Arbitration Act governs the interpretation and enforcement of this section. The arbitration will be administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules (and Consumer Arbitration Rules where applicable), as modified by these Terms. The arbitrator has exclusive authority to resolve any issue relating to the scope, enforceability, or interpretation of this arbitration agreement.

16.3 Arbitration procedures

The arbitration will be held in Virginia, or conducted by telephone, video, or written submissions if permitted by the AAA rules. The arbitrator's award is final and binding, and judgment may be entered in any court of competent jurisdiction. Each party is responsible for its own fees except as the AAA rules or applicable law provide; we will pay arbitration filing and administrative fees to the extent required by law.

16.4 Class action & jury trial waiver

ALL CLAIMS MUST BE BROUGHT IN A PARTY'S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate more than one person's claims or preside over any form of class or representative proceeding. You and Upland Group LLCalso waive any right to a trial by jury. If this class-action waiver is found unenforceable as to a particular claim, then that claim (and only that claim) will be severed and may proceed in court, while all other claims remain in arbitration.

16.5 Exceptions

Either party may (a) bring an individual claim in small-claims court if it qualifies, and (b) seek injunctive or other equitable relief in court to protect intellectual property or confidential information, or to stop unauthorized use of the Services. Seeking such relief does not waive the agreement to arbitrate other Disputes.

16.6 30-day right to opt out

You may opt out of this arbitration agreement within 30 days of first accepting these Terms by emailing privacy@uplandgroupllc.com with the subject line "Arbitration Opt-Out" and including your name and the email associated with your use of the Services. Opting out applies only to this Section 16 and does not affect any other part of these Terms.

16.7 Survival

This Section 16 survives termination of these Terms and your use of the Services.

17. Changes to These Terms

We may update these Terms from time to time. The updated version will be posted with a revised effective date, and your continued use of the Services constitutes acceptance of the changes.

18. Contact Us

Upland Group LLC
Aldie, Virginia, United States
inquiries@uplandgroupllc.com