Terms of Use

In Short

Key Takeaways

• Eligibility: You must be at least 18 years old (and a legally capable adult) or a valid business entity to use Upspring. You may need active accounts on supported third-party platforms (e.g. Meta, Shopify) to fully utilize our features.
• Account & Security: You are responsible for maintaining the confidentiality of your account credentials and all activities under your account.
• Fees & Subscriptions: Upspring operates on subscription plans with applicable fees. Charges are billed according to your plan (e.g. monthly or annually) and renew automatically unless cancelled. Our refund policy applies to any cancellations or disputes.
• Privacy: We respect your privacy. Our use of personal data is outlined in our Privacy Policy, and by using Upspring you consent to those practices. If you integrate Upspring with your e-commerce or ad platforms, you must ensure you have rights to share that data with us.
• Intellectual Property: We own all rights to the Upspring platform and technology. You retain ownership of your content and data, but you give us a license to use it as needed to provide the Service.
• Acceptable Use: You agree to use Upspring only for lawful purposes. Misuse, reverse engineering, or using Upspring to infringe on others' rights is prohibited. We may suspend or terminate accounts that violate these Terms.
• Service Provided "As-Is": Upspring is provided on an "as is" basis. We strive for reliability but do not guarantee uninterrupted or error-free service or specific results.
• Liability Limit: To the maximum extent allowed by law, our liability to you is limited (we cap damages and disclaim warranties).
• Termination: You can cancel at any time. We can suspend or terminate your access if these Terms are breached or if necessary to protect our platform or other users.
• Governing Law: These Terms are governed by the laws of Israel. Any disputes will be resolved in the courts of Tel Aviv, and class action lawsuits are waived.

Please read the full Terms below for more detailed information on each of these points.

1. Definitions

• "Service" – The Upspring platform, including all web applications, software, dashboards, analytics reports, integrations, and related services provided by Company.
• "User" or "Customer" – An individual or entity that has registered for or uses the Service. "You" may refer to an individual using Upspring on their own behalf or as an authorized representative of a company or organization.
• "Account" – The user account created to access the Service.
• "Content" – Any text, images, files, data, or other materials that you upload, submit, or store within the Service (for example, your creative assets, campaign materials, or business data).
• "Subscription" – The plan or license under which you access the Service, which may be free (trial) or paid, and which is subject to applicable fees and limitations.
• "Third-Party Services" – External platforms or services that Upspring integrates with or that you choose to connect to Upspring (such as e-commerce platforms, social media networks, advertising networks, or payment processors).

2. Acceptance of Terms and Eligibility

2.1. Authority and Minimum Age:

By creating an Account or using the Service, you represent that you are at least 18 years of age (or the age of majority in your jurisdiction) and capable of entering into a legally binding contract. If you are using the Service on behalf of a company or organization, you represent that you have authority to bind that entity to these Terms, and in that case "you" refers to the entity.

2.2. Compliance with Laws:

You may use the Service only in compliance with these Terms and all applicable laws and regulations. You are responsible for ensuring that your use of the Service (including any analyses, communications, or campaigns you run through Upspring) complies with laws such as marketing, privacy, and data protection regulations relevant to your jurisdiction and your industry.

2.3. Account Registration:

To access certain features, you must create an Upspring account. You agree to provide accurate, current, and complete information during registration and to keep your account information updated. We reserve the right to suspend or terminate accounts with inaccurate or incomplete information or that are suspected of unauthorized use.

2.4. Account Security:

You are responsible for maintaining the security of your Account login credentials. Do not share your username or password with others, and notify us immediately at info@upspring.ai if you suspect any unauthorized access to or use of your Account. Upspring is not liable for any loss or damage arising from your failure to safeguard your credentials.

2.5. Restrictions:

The Service is intended for business and professional use (particularly by direct-to-consumer brands and their teams). You must not use the Service if you are barred from doing so under the laws of any applicable jurisdiction or have previously been banned from the Service by us. Competitors and individuals developing similar or competing services are prohibited from accessing the Service without our prior written consent.

3. Services and License

3.1. Provision of Service:

Subject to your compliance with these Terms and payment of applicable fees, Upspring grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Service during the term of your Subscription. This license is for the sole purpose of enabling you to use and enjoy the benefit of the Service for your internal business purposes, in the manner permitted by these Terms.

3.2. Features and Updates:

Upspring's platform includes features such as creative performance analytics, reports, competitor ad insights, inspiration libraries, asset management, AI-driven recommendations, and other tools as described on our website. We continually improve and evolve our Service; as such, specific features or functionality may be added, changed, or removed from time to time. We will endeavor to notify you of any major changes. All new features are subject to these Terms.

3.3. Integrations:

Upspring may offer integrations or the ability to connect the Service with Third-Party Services (for example, connecting your Upspring account with your Shopify store, Facebook/Meta advertising account, Google Ads, or other marketing platforms). If you choose to integrate or connect a Third-Party Service:

• You grant us permission to access and interact with the integrated service and any data from that service as necessary to provide our Service to you.
• You are responsible for complying with the terms and policies of any Third-Party Service you connect to Upspring and ensuring that the connection and data transfer is permitted by those terms.
• Upspring does not guarantee the continued availability of any integration and may disable integrations temporarily or permanently if required by the third party or due to technical or legal constraints.
• We are not responsible for Third-Party Services or their actions/data. Your use of Third-Party Services is at your own risk, and Upspring is not liable for any issues arising from data provided by or sent to such services.

3.4. Free Trial:

We may offer a free or trial version of the Service for a limited period or with limited features. Any such trial is solely for you to evaluate the Service. We reserve the right to modify or terminate a free trial at any time. If you do not upgrade to a paid Subscription before the trial ends, your access may be terminated or downgraded automatically. Data you input during a free trial may be deleted or become inaccessible if you do not convert to a paid plan. We are not responsible for any loss of data from a lapsed trial period. During any free trial, the Service is provided "as is" without warranties or guarantees, to the extent permitted by law.

4. Fees, Payments, and Refunds

4.1. Subscription Plans:

Upspring is offered on a subscription basis. You must select a plan and agree to pay the subscription fees associated with that plan. Pricing and available plans are posted on our website or order form. We may update our fees and plans from time to time, but any changes to pricing will not apply to your current Subscription term until it renews.

4.2. Billing and Payment:

By subscribing, you authorize us (or our designated third-party payment processor) to charge your provided payment method for all applicable fees, including recurring subscription fees, taxes, and any additional charges. Subscription fees are typically billed in advance on a recurring cycle (monthly or annually) and are non-refundable except as required by law or explicitly stated in our refund policy.

4.3. Auto-Renewal:

Subscriptions automatically renew at the end of each billing cycle unless you cancel beforehand. You will be charged the then-current subscription fee for the renewal term. You can disable auto-renewal or cancel your Subscription at any time through your account settings or by contacting us.

4.4. Changes to Subscription:

You may upgrade or downgrade your plan, and the fee changes will apply either immediately or in the next billing cycle according to our policies. Some changes might result in pro-rated charges or credits.

4.5. Late Payments:

It is your responsibility to ensure timely payment. If we cannot charge your payment method or your account becomes past due, we reserve the right to suspend or terminate your access to the Service.

4.6. Refunds:

All fees are generally non-refundable. We may make exceptions or offer refunds or credits in our sole discretion. Any disputes about charges must be raised within 30 days of the charge by contacting our support.

4.7. Taxes:

Subscription fees are exclusive of any taxes, levies, or duties applicable to your purchase. You are responsible for any such taxes that are required by your jurisdiction.

5. User Content and Data

5.1. Your Content:

In using Upspring, you may upload, import, or generate Content. You retain all rights and ownership of your Content. Upspring does not claim ownership of your Content.

5.2. License to Upspring:

You grant Upspring a worldwide, non-exclusive, royalty-free license to host, store, transfer, display, analyze, and otherwise use your Content solely for the purpose of operating and improving the Service and as otherwise instructed by you.

5.3. Representations and Warranties for User Content:

You are solely responsible for all Content you provide or that is provided via your Account. You represent and warrant that you have all necessary rights, licenses, and permissions to upload or share the Content and to grant Upspring the license described above.

5.4. Prohibited Content:

You agree not to use the Service to store, transmit, or distribute any Content that is unlawful, harmful, defamatory, obscene, contains unauthorized advertising or spam, violates any person's rights, or contains sensitive personal data without proper authorization.

5.5. Data Privacy:

You understand that personal information you provide to Upspring will be handled in accordance with our Privacy Policy. If you collect or input personal data of third parties into Upspring, you are the data controller for such data and Upspring is a data processor/service provider.

6. Acceptable Use and Conduct

6.1. Lawful Use:

You agree to use Upspring only for lawful purposes. You will not use the Service to violate any law, regulation, or ordinance.

6.2. Prohibited Actions:

You will not, and will not permit any third party to:

• Interfere with the Service or disrupt, overburden, damage, or impair its functioning
• Reverse engineer, disassemble, decompile, or copy any portion of the Service
• Attempt to gain unauthorized access to the Service or its related systems
• Use bots, scrapers, or automated methods to access or extract data without permission
• Use the Service to transmit unlawful, harmful, or harassing content
• Impersonate any person or entity

6.3. Usage Limits:

If your Subscription plan imposes usage limits, you agree to abide by those limits. We may monitor your usage and require an upgrade or apply additional fees if you exceed your plan's limits.

6.4. Feedback:

If you choose to provide Feedback, you agree that we are free to use it without any restriction or compensation to you.

6.5. Enforcement:

We reserve the right to investigate any violation of this Section and may suspend or terminate your Account or take other appropriate action if we believe you have violated these Terms.

7. Intellectual Property Rights

7.1. Upspring's Intellectual Property:

All rights, title, and interest in and to the Service, including all software, code, technology, algorithms, models, designs, user interfaces, know-how, databases, compilations of data, and content provided by us are and will remain the property of Spring AI Tech Ltd. and its licensors.

7.2. Restrictions:

You shall not remove, alter, or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Service.

7.3. Your Intellectual Property:

You retain ownership of your Content and any intellectual property rights you hold in your own brands, data, and materials you provide.

7.4. Generated Insights and Analytics:

Upspring may provide you with analytics, reports, or AI-generated suggestions based on your data. You may use these outputs freely for your internal business purposes.

7.5. Third-Party Intellectual Property:

If Upspring's features allow you to access or use third-party content, you acknowledge that such content may be protected by others' intellectual property rights and agree not to use it in a manner that infringes those rights.

7.6. DMCA/Copyright Complaints:

If you believe that any content available on the Service infringes your copyright or other intellectual property rights, please notify us at info@upspring.ai with the subject "Copyright Complaint".

8. Confidentiality

8.1. Definition of Confidential Information:

"Confidential Information" means any non-public or proprietary information disclosed by one party to the other in connection with the use of the Service, which is designated as confidential or which should reasonably be understood to be confidential.

8.2. Exclusions:

Confidential Information does not include information that is publicly available, was known prior to disclosure, is received from a third party, or is independently developed.

8.3. Mutual Obligations:

Both you and Upspring agree to use the other's Confidential Information only for the purposes of fulfilling our respective obligations under these Terms and to protect it with reasonable care.

8.4. Compelled Disclosure:

If required by law to disclose Confidential Information, the receiving party must give prompt written notice to the disclosing party when legally permitted.

8.5. Return or Destruction:

Upon termination of your account or upon request, each party will return or destroy the other's Confidential Information, except to the extent retention is required by law.

9. Service Performance and Support

9.1. Availability:

Upspring aims to provide a reliable and highly available Service, but we do not guarantee 100% uptime. There may be occasional downtime for maintenance, updates, or unforeseen technical issues.

9.2. Support:

We offer customer support through our website and via email at info@upspring.ai. Support is generally available during our business hours.

9.3. Updates and Functional Changes:

We may periodically update the Service. By using Upspring, you consent to receiving such updates.

9.4. Data Backups:

We perform regular backups of user data for disaster recovery purposes. However, you are responsible for keeping copies or backups of your own content and data.

9.5. Beta Features:

If we offer any beta or trial features, those features are provided as-is and as-available, for evaluation only, and without any warranties or support obligations.

10. Termination and Suspension

10.1. Your Right to Terminate:

You may stop using the Service at any time. You may also cancel your Subscription at any time through your Account settings or by contacting us.

10.2. Our Right to Suspend or Terminate:

We reserve the right to suspend or terminate your access to the Service if you materially breach these Terms, for non-payment, or if we are legally required to do so.

10.3. Effect of Termination:

Upon termination, your right to access or use the Service will immediately cease. We recommend that you export or download any data you need before cancellation.

10.4. No Liability for Termination:

Upspring shall not be liable to you or any third party for termination of your account or access in accordance with these Terms.

11. Data Protection and Security

11.1. Privacy Policy:

Your use of the Service is subject to our Privacy Policy, which is hereby incorporated into these Terms.

11.2. Data Processing:

If you are in a jurisdiction that requires a data processing agreement, we are willing to provide and abide by a Data Processing Addendum (DPA).

11.3. Security Measures:

We implement technical and organizational measures intended to secure your data from accidental loss and unauthorized access or disclosure. These measures include encryption of data in transit, access controls, and regular security assessments.

11.4. Incident Response:

In the event of a security breach that affects your data, we will notify you as required by applicable law and cooperate with you to address the breach.

12. Disclaimers of Warranties

12.1. "As Is" Basis:

Upspring is provided "AS IS" and "AS AVAILABLE". To the fullest extent permitted by law, the Company and its affiliates, suppliers, and partners disclaim all warranties, express or implied, in connection with the Service.

12.2. No Guarantee of Results:

We specifically do not guarantee that using Upspring will result in any particular outcome for your business.

12.3. Implied Warranties:

We disclaim any implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

12.4. Accuracy of Data:

While Upspring strives to provide accurate and useful data and analyses, we do not warrant the accuracy, completeness, or reliability of any data, reports, or insights obtained through the Service.

12.5. Third-Party Services and Content:

We make no warranty regarding any third-party services, content, or data that you access through Upspring.

12.6. Beta Features:

Any beta or experimental features are provided without any warranties whatsoever and solely at your risk.

12.7. Legal Compliance:

We do not guarantee that your use of the Service will comply with any laws or regulations. You are responsible for understanding and complying with your legal obligations.

12.8. Exceptions:

If any law does not allow the exclusion of certain warranties, then those warranties are limited in duration to the minimum period permitted.

13. Limitation of Liability

13.1. Indirect Damages:

To the maximum extent permitted by law, Upspring will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including damages for lost profits or revenues, loss of data, loss of business opportunity, service interruption, or computer damage.

13.2. Cap on Liability:

Upspring's total cumulative liability to you for any claims arising out of or related to these Terms or the Service will not exceed the amount actually paid by you to Upspring in the six (6) months immediately preceding the event giving rise to such liability.

13.3. Basis of Bargain:

You acknowledge and agree that Upspring has offered the Service and set its prices in reliance on the disclaimers of warranty and the limitations of liability set forth herein, and that these form an essential basis of the bargain between you and us.

13.4. Exceptions:

Some jurisdictions do not allow the exclusion or limitation of certain damages. In such cases, Upspring's liability will be limited to the fullest extent permitted by applicable law.

13.5. Release:

To the extent permitted by law, you release Upspring and its affiliates from all liability for you having acquired or not acquired content or information through the Service.

14. Indemnification

14.1. Your Indemnity:

You agree to indemnify, defend, and hold harmless Upspring and its officers, directors, employees, and agents from and against any and all third-party claims, liabilities, damages, losses, and expenses that arise out of or are connected to your use of the Service, your Content, your breach of these Terms, or any fraud, gross negligence, or willful misconduct by you.

14.2. Indemnification Procedure:

If we seek indemnification from you, we will promptly notify you in writing of any claim or suit. We will give you control of the defense and settlement of the claim, provided that you do not settle in a manner that admits fault or liability of Upspring without our prior written consent.

14.3. Company's Indemnity:

At this time, Upspring does not provide a general indemnification to users, except as may be required by law. The Service is provided "as is," and our liability is limited as stated in Section 13.

15. Governing Law and Dispute Resolution

15.1. Governing Law:

These Terms and any dispute arising out of or related to them or the Service will be governed by the laws of the State of Israel, without regard to its conflict of laws principles.

15.2. Jurisdiction and Venue:

You and Upspring agree that any judicial proceeding to resolve claims relating to these Terms or the Service will be brought in the competent courts of Tel Aviv, Israel.

15.3. Dispute Resolution and Arbitration:

We encourage you to contact our support team first if any issue arises. For business users, any dispute that cannot be resolved informally shall be finally settled by arbitration in Tel Aviv, Israel.

15.4. Class Action Waiver:

You and Upspring each agree that any proceedings to resolve or litigate any dispute will be conducted solely on an individual basis. Class arbitrations, class actions, and consolidation with other arbitrations are not allowed.

15.5. Injunctive Relief:

Either party may seek interim or injunctive relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

15.6. Time Limitations:

To the extent permitted by law, any claim or cause of action arising out of or related to use of the Service or these Terms must be filed within one (1) year after such claim arose, or be forever barred.

16. Changes to the Terms

16.1. Updates to Terms:

Upspring may modify or update these Terms from time to time. If we make material changes, we will provide notice to you by email or by prominently posting a notice on our website.

16.2. Acceptance of Changes:

Any modifications to the Terms will become effective on the date indicated in the notice, but no sooner than 14 days after notice. If you do not agree to the revised Terms, you should stop using the Service before they take effect.

16.3. Entire Agreement:

These Terms (including any order forms, the Privacy Policy, and other policies referenced herein) constitute the entire agreement between you and Upspring regarding the Service and supersede all prior agreements, proposals or representations.

17. Miscellaneous

17.1. Assignment:

You may not assign or transfer these Terms or any rights or obligations under them without our prior written consent. Upspring may freely assign or transfer these Terms to an affiliate or in connection with a merger, acquisition, or sale of assets.

17.2. Relationship of Parties:

You and Upspring are independent contractors, and these Terms do not create any partnership, joint venture, employment, franchise, or agency relationship between us.

17.3. No Waiver:

Our failure to enforce any provision of these Terms will not be deemed a waiver of our right to enforce such provision thereafter.

17.4. Severability:

If any provision of these Terms is held to be invalid, illegal, or unenforceable, that provision will be enforced to the maximum extent permissible and the remaining provisions will remain in full force and effect.

17.5. Notices:

Upspring may send you notices by email, regular mail, or postings within the Service. Notices to Upspring should be sent to info@upspring.ai.

17.6. Force Majeure:

Neither party will be liable for any delay or failure to perform due to unforeseen events beyond reasonable control, such as natural disasters, war, or failure of telecommunications services.

17.7. Language:

These Terms are written in English. If we provide a translation, the English text shall govern.

17.8. Contact Information:

If you have any questions, concerns, or comments about these Terms or the Service, you can contact us at:

Spring AI Tech Ltd. (Upspring)

Email: info@upspring.ai

Mailing Address: Hatashah 2., Floor 4, Tel Aviv, Israel