Upspring Terms of Service

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

2. Acceptance of Terms and Eligibility

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. For example, if you connect a social media or ad account, Upspring may retrieve performance data or post content on your behalf as instructed by 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. Important: 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 (e.g., based on usage limits or feature tiers as described on our site) 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 (unless we specifically indicate otherwise).

4.2. Billing and Payment:
By subscribing, you authorize us (or our designated third-party payment processor) to charge your provided payment method (such as a credit card) for all applicable fees, including recurring subscription fees, taxes, and any additional charges (such as overage fees if your usage exceeds your plan limits, if applicable). Subscription fees are typically billed in advance on a recurring cycle (monthly or annually, depending on your plan), 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 (e.g., your subscription will renew monthly or annually on the same date) 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. If you cancel, you will retain access to the Service until the end of the current paid term, but you will not be charged for the next term.

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. If you downgrade, you could lose access to features or have reduced usage limits, so please review plan details carefully.

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. In case of late payment, we may provide a notice and a grace period, but we are not obligated to do so. You agree to pay any reasonable costs and expenses (including attorneys’ fees) incurred by Upspring in collecting overdue amounts.

4.6. Refunds: All fees are generally non-refundable. We may make exceptions or offer refunds or credits in our sole discretion, for example if our refund policy (posted on our site) covers a specific scenario, or if required under applicable consumer protection laws. Any disputes about charges must be raised within 30 days of the charge by contacting our support. Otherwise, you waive the dispute and the charge will be final.

4.7. Taxes: Subscription fees are exclusive of any taxes, levies, or duties applicable to your purchase. You are responsible for any such taxes (e.g., sales tax, VAT, GST) that are required by your jurisdiction. If we are required to collect taxes, those will be added to the charges unless you provide a valid tax exemption certificate.

5. User Content and Data

5.1. Your Content: In using Upspring, you may upload, import, or generate Content (such as your marketing assets, product images, ad copy, analytics data from your store or ad accounts, etc.). You retain all rights and ownership of your Content. Upspring does not claim ownership of your Content.
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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. This license allows us, for example, to back up your data, display it to you within your dashboard, process it through our analytics algorithms, and format it into reports. We will not use your Content outside of providing the Service to you, except as permitted by these Terms, our Privacy Policy, or with your further consent.

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 in Section 5.2. This means any data you provide (including personal data of your customers, images, logos, or other media) does not violate any intellectual property, privacy, or other rights of others and that you have obtained any required consents (for example, if you import customer email addresses to use with our campaign features, you have appropriate consent or legal basis to use those addresses).

Your Content, and Upspring’s use of it as contemplated by the Service, does not and will not violate any law or regulation (including data protection laws) or these Terms.

None of the Content includes any malicious code, viruses, or anything that could harm the Service or other users.

5.4. Prohibited Content: You agree not to use the Service to store, transmit, or distribute any Content that:Is unlawful, harmful, defamatory, obscene, pornographic, hateful, or otherwise objectionable;

Contains any unsolicited or unauthorized advertising or promotional material (“spam”);

Violates any person’s rights, including intellectual property rights (e.g., uploading copyrighted material you do not have rights to or using someone’s likeness without permission) or privacy rights;

Contains sensitive personal data of individuals without proper authorization (e.g., personal health information, financial account details, etc., unless the Service is specifically designed to handle such data and you have legal rights to provide it).

Upspring reserves the right (but not the obligation) to remove or disable access to any Content that we determine, in our discretion, violates this section or any other provision of these Terms, without prior notice to you. We may also terminate or suspend your account for serious violations.

5.5. Data Privacy: You understand that personal information you provide to Upspring (whether about you, your employees, or your customers) will be handled in accordance with our Privacy Policy. If you collect or input personal data of third parties (such as your end-customers) into Upspring, you are the data controller for such data and Upspring is a data processor/service provider. You are responsible for ensuring you have all necessary consents or legal bases to use that data with Upspring. We will process such data on your behalf to provide the Service and will not use it for other purposes except as permitted by law, these Terms, or your instructions. We will implement appropriate security measures to protect personal data, as described in our Privacy Policy. (See Section 11 below for more on confidentiality and data protection.)

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, including (without limitation) laws governing intellectual property, privacy, spam, export control, and regulatory requirements for marketing communications (such as email spam laws or SMS marketing rules).

6.2. Prohibited Actions: You will not, and will not permit any third party to:Interfere with the Service: Avoid any activity that could disrupt, overburden, damage, or impair the Service’s functioning (e.g., interfering with servers, networks, or security measures).

Reverse Engineer or Misuse: Reproduce, duplicate, copy, sell, trade, resell, or exploit for any commercial purpose any portion of the Service outside of the intended use, including not modifying, adapting, translating, disassembling, decompiling, or reverse engineering any part of Upspring’s software or systems, except as allowed by law that cannot be waived.

Unauthorized Access: Attempt to gain unauthorized access to the Service or its related systems or networks, or bypass any measures we use to restrict access.

Automated Use: Use bots, scrapers, or automated methods to access or extract data from the Service without our permission (note: legitimate use of our API, if provided, or integrations that we offer is allowed according to their guidelines).

Harassment or Illegal Content: Use the Service to transmit or store any content that is unlawful, harmful, harassing, or could facilitate illegal activities. This includes uploading content that contains any virus, malware, or harmful component.

Impersonation and Misrepresentation: Impersonate any person or entity, or misrepresent your affiliation with any person or entity, in connection with your use of Upspring.

6.3. Usage Limits: If your Subscription plan imposes usage limits (for example, a cap on number of team members, volume of data processed, or number of campaigns), you agree to abide by those limits. We may monitor your usage, and if you exceed your plan’s limits, we reserve the right to require an upgrade or apply additional fees, or in certain cases, limit your usage until you comply with the limits.

6.4. Feedback: We welcome feedback, ideas, or suggestions (“Feedback”) about the Service. If you choose to provide Feedback, you agree that we are free to use it (or not use it) without any restriction or compensation to you. Feedback is not considered confidential or proprietary to you.

6.5. Enforcement: We reserve the right to investigate any violation of this Section 6 or misuse of the Service. We may suspend or terminate your Account or take other appropriate action (including legal action) if we believe you have violated this Acceptable Use section or any other part of these Terms. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.

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 (such as any text, graphics, logos, images, reports generated by the Service, and other materials created or supplied by Upspring) are and will remain the property of Spring AI Tech Ltd. and its licensors. The Upspring name, logo, and all product or service names or slogans are trademarks of the Company (or its partners) and may not be used without our prior written consent. We only grant you a limited license to use the Service as outlined in these Terms; no ownership or intellectual property rights are transferred to you by virtue of using Upspring.


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. All rights not expressly granted to you in these Terms are reserved by the Company.

7.3. Your Intellectual Property: As noted, you retain ownership of your Content and any intellectual property rights you hold in your own brands, data, and materials you provide. Upspring will not use your trademarks, logos, or brand names publicly except to provide the Service or with your consent (for example, we won’t list your company as a client case study without permission). However, we may identify you as a customer of Upspring (for instance, by displaying your company name or logo on our website) unless you request otherwise.

7.4. Generated Insights and Analytics: Upspring may provide you with analytics, reports, or AI-generated suggestions based on your data and broader industry data. Such outputs are part of the Service’s functionality. You may use these outputs freely for your internal business purposes. Note that because some insights are derived from aggregated industry or third-party data, you should use them in compliance with any applicable platform policies and only as guidance. Upspring does not grant you any license to third-party data that is not already publicly available or owned by you. We simply present data and insights for your use within the scope of the Service.

7.5. Third-Party Intellectual Property: If Upspring’s features allow you to access or use third-party content (for example, viewing competitors’ ads or accessing stock media libraries), you acknowledge that such content may be protected by others’ intellectual property rights. You agree not to use any third-party content accessed through Upspring in a manner that infringes the rights of the owner. If you are unsure about permissible use, you should seek permission from the content owner or review the terms under which that content is provided. Upspring may at times impose additional restrictions or filters to respect third-party rights (for instance, limiting how competitor creative assets can be downloaded or shared).

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 in writing with details of the alleged infringement. We have a policy of responding to legitimate notices of infringement and may remove or disable content claimed to be infringing. We may also terminate the accounts of repeat infringers in appropriate circumstances.To submit a copyright infringement notification, you can contact us at info@upspring.ai with the subject “Copyright Complaint” and include: a description of the work that you claim has been infringed, a description of where the material is located on our Service, your contact information, and a statement that you have a good faith belief that the use is not authorized and, under penalty of perjury, that the information you provided is accurate and you are the copyright owner or authorized to act on their behalf.

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 or this Agreement, which is designated as confidential or which should reasonably be understood to be confidential given the nature of the information and the context of disclosure. Your Confidential Information includes your non-public data you input into the Service. Upspring’s Confidential Information includes the Service software, algorithms, pricing plans (if not publicly disclosed), product roadmaps, and any non-public technical or business information about our operations.

8.2. Exclusions: Confidential Information does not include information that (i) is or becomes publicly available without breach of these Terms, (ii) was known to the receiving party prior to disclosure by the disclosing party (as evidenced by written records), (iii) is received from a third party who did not acquire or disclose it wrongfully, or (iv) is independently developed by the receiving party without use of the other’s Confidential Information.

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 (for you, to use the Service; for us, to provide it). Neither party will disclose the other’s Confidential Information to any third party except to affiliates, employees, or subcontractors who need to know it in order to perform under these Terms and who are bound by confidentiality obligations at least as protective. Each party will protect the confidentiality of the other’s information with the same degree of care it uses to protect its own similar confidential information, and at minimum a reasonable standard of care.

8.4. Compelled Disclosure: If a receiving party is required by law, court order, or governmental regulation to disclose Confidential Information of the disclosing party, the receiving party must (if legally permitted) give prompt written notice to the disclosing party to allow them to seek a protective order or other appropriate remedy. The receiving party will disclose only the portion of Confidential Information legally required and will use commercially reasonable efforts to ensure the information is accorded confidential treatment.

8.5. Return or Destruction: Upon termination of your account or upon request, each party will return or destroy (and certify destruction of) the other’s Confidential Information that it holds, except to the extent retention is required by law or for routine backup purposes (in which case the information remains protected under this clause until deleted).

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. We will endeavor to schedule maintenance during low-usage hours and, when feasible, to inform you in advance via email or an in-app notification.

9.2. Support: We offer customer support through our website and via email (you can reach us at info@upspring.ai). Support is generally available during our business hours (posted on our site) and we strive to respond to inquiries and resolve issues promptly. However, we do not guarantee any specific response time or resolution time unless you have a separate support SLA with us under a specific enterprise plan.

9.3. Updates and Functional Changes: We may periodically update the Service (for example, by adding or improving features, fixing bugs, or enhancing security). Such updates may occur automatically. In some cases, we may need to temporarily suspend or limit the Service to implement updates. By using Upspring, you consent to receiving such updates. If any update materially changes the functionality or removes a feature, we will make reasonable efforts to notify you (for instance, via release notes or email).

9.4. Data Backups: We perform regular backups of user data for disaster recovery purposes. However, we cannot guarantee that any lost data can be restored from a backup. You are responsible for keeping copies or backups of your own content and data that you upload to the Service, especially if it is critical to you.

9.5. Beta Features: If we offer any beta or trial features (marked or communicated as “beta”, “preview”, “early access”, or similar), those features are provided as-is and as-available, for evaluation only, and without any warranties or support obligations. We reserve the right to modify or discontinue beta features at any time.

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. If you cancel a paid Subscription, the cancellation will take effect at the end of your current billing period (you will retain access until then). Deleting your account or ceasing to use the Service will not by itself entitle you to any refund (see Section 4 for our refund policy).

10.2. Our Right to Suspend or Terminate: We reserve the right to suspend or terminate your access to the Service (in whole or in part) under the following circumstances:For Cause: If you materially breach these Terms or violate applicable laws in connection with your use of Upspring, and (if curable) do not cure the breach within a reasonable period after we have provided notice, we may suspend or terminate your account. We may also suspend or terminate immediately, without notice, if your breach is severe (e.g., egregious misuse, willful misconduct, or something that threatens the security or integrity of the platform or others’ rights).

Non-Payment: If subscription fees are overdue and you fail to pay after we send you a reminder, we may suspend access until payment is received or terminate the account if payment remains unresolved.

By Law or Change of Business: We may terminate if we are legally required to do so (for example, if providing the Service to you becomes unlawful) or if we cease offering the Service entirely.

10.3. Effect of Termination: Upon termination of your account for any reason:Your right to access or use the Service will immediately cease. We will deactivate or delete your account and you will lose access to any content or data stored in the Service, unless otherwise provided below.

We recommend that you export or download any data you need before you cancel your account or the termination becomes effective. In certain cases, and only if legally required, we may provide limited access to retrieve your data for a short period after termination, but we are not obligated to do so.

Any license granted to you to use Upspring software or content will end.

Sections of these Terms which by their nature should survive termination (such as indemnification, limitations of liability, intellectual property protections, confidentiality, and dispute resolution) will continue to apply.

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. Termination does not relieve you of any obligations to pay any accrued fees or costs due.

11. Data Protection and Security

(Note: Additional privacy-related terms are covered in the Privacy Policy. This section highlights certain commitments regarding user data in the context of the Terms of Service.)

‍11.1. Privacy Policy: Your use of the Service is subject to our Privacy Policy, which is hereby incorporated into these Terms. The Privacy Policy describes how we collect, use, and share information from users. It also outlines your rights regarding your personal data. By using Upspring, you acknowledge that you have read and agree to the Privacy Policy.

11.2. Data Processing: If you are in a jurisdiction that requires a data processing agreement for us to process personal data on your behalf (e.g., under GDPR for EU personal data), we are willing to provide and abide by a Data Processing Addendum (DPA). Typically, our DPA (available upon request) includes commitments on confidentiality, use of subprocessors, cooperation in fulfilling data subject rights requests, and measures we take to protect personal data. By using Upspring, to the extent applicable, you and we agree to the terms of such DPA for personal data processing.

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 for our systems, and regular security assessments. However, you understand that no method of transmission over the Internet or method of electronic storage is completely secure. Therefore, while we strive to protect your personal data, we cannot guarantee absolute security. You are responsible for using secure networks and devices when accessing the Service and for maintaining good security practices (like using strong passwords and safeguarding API keys).

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. More details on our incident response and notification procedures may be found in our Privacy Policy or DPA.

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 and your use thereof.

12.2. No Guarantee of Results: We specifically do not guarantee that using Upspring will result in any particular outcome for your business (such as increased sales, ad performance, or specific analytics insights). Any success metrics or performance suggestions provided by the Service are for informational purposes and not guaranteed. You acknowledge that marketing outcomes depend on many factors outside our control.

12.3. Implied Warranties: We disclaim any implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the Service will meet your requirements or that operation of the Service will be uninterrupted, virus-free, secure, or error-free.

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. For example, data sourced from third-party platforms (such as analytics from social media or ad networks) is dependent on those sources and might not be updated in real-time or may contain errors. You use all analytics and reports at your own risk, and you should independently verify important results.

12.5. Third-Party Services and Content: We make no warranty regarding any third-party services, content, or data that you access through Upspring. When our Service uses or relies on third-party data or APIs (e.g., pulling in information from advertising platforms, or showing you competitor ads from public databases), we are not responsible for the availability or accuracy of that external data. Any dealings you have with third-party providers are solely between you and them.

12.6. Beta Features: Any beta or experimental features (as noted in Section 9.5) are provided without any warranties whatsoever and solely at your risk.

12.7. Legal Compliance: While our platform may assist with marketing content and workflows, 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 (for example, ensuring your email campaigns comply with anti-spam laws or that you have cookie consent mechanisms if required). Upspring does not provide legal advice.

12.8. Exceptions: If any law does not allow the exclusion of certain warranties, then those warranties (to the extent they cannot be disclaimed) are limited in duration to the minimum period permitted and the extent of liability will be limited as provided in these Terms.

13. Limitation of Liability

13.1. Indirect Damages: To the maximum extent permitted by law, in no event will Upspring (Spring AI Tech Ltd.), its directors, officers, employees, agents, partners, or suppliers be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages. This includes, without limitation, damages for lost profits or revenues, loss of data, loss of business opportunity or goodwill, service interruption, computer damage, or system failure, or the cost of substitute services, arising out of or in connection with the Service or these Terms, whether based on warranty, contract, tort (including negligence), strict liability, or any other legal theory, even if we have been advised of the possibility of such damages, and even if a limited remedy set forth herein is found to have failed of its essential purpose.

13.2. Cap on Liability: To the extent not prohibited by law, 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. If you have not paid Upspring any amount (for example, if you are on a free trial), Upspring’s total liability shall be zero to the extent allowed by law. This limitation applies cumulatively to all causes of action and claims, including breach of contract, breach of warranty, negligence, strict liability, misrepresentations, or other torts.

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. You agree that the limitations and exclusions of liability and disclaimers specified in these Terms are fair and reasonable.

13.4. Exceptions: Some jurisdictions do not allow the exclusion or limitation of certain damages or liability. To the extent that such laws apply to this Agreement, some or all of the exclusions or limitations above may not apply to you, and you may have additional rights. 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. You specifically release us from any claims or liability relating to content posted or provided by users or third parties (including any offensive, defamatory, illegal, or otherwise objectionable content), or the conduct of any third party or user.

14. Indemnification

14.1. Your Indemnity: You agree to indemnify, defend, and hold harmless Upspring (Spring AI Tech Ltd.) and its officers, directors, employees, and agents from and against any and all third-party claims, liabilities, damages, losses, and expenses (including reasonable attorneys’ fees and costs) that arise out of or are connected to:Your use of the Service or any activities under your Account;

Your Content or data, including any allegations that content or data you provided infringes or misappropriates the intellectual property or privacy rights of a third party, or that you failed to obtain appropriate consent for personal data;

Your breach of any provision of these Terms or of any applicable law or regulation;

Any fraud, gross negligence, or willful misconduct by you or anyone using your account;

Your use of Third-Party Services or any product or service obtained through Upspring, to the extent the issue is attributable to your actions.

14.2. Indemnification Procedure: If we seek indemnification from you, we will promptly notify you in writing of any claim or suit brought against Upspring for which we seek indemnity (failure to promptly notify will not relieve you of your indemnification obligations except to the extent it prejudices your ability to defend the claim). We will give you control of the defense and settlement of the claim, provided that: (a) you do not settle any claim in a manner that admits fault or liability of Upspring, or imposes any non-monetary obligations on Upspring, without our prior written consent; and (b) we may participate with counsel of our own choosing at our expense. You will keep us informed of the status of the defense and cooperate with any reasonable requests to assist in defense. Upspring reserves the right, at its expense, to assume exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations).

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. In certain cases, we may contractually agree to specific indemnification (for example, in an enterprise agreement we might indemnify a client against claims that our software infringes a third party’s IP), but any such terms would be separately negotiated and not part of these standard Terms. That said, if a third-party claim is brought against you alleging that Upspring’s proprietary technology (excluding any content or data provided by you or third parties) directly infringes that third party’s U.S. patent, copyright, or trademark, or misappropriates a trade secret, you should promptly notify us with details. We will review and may, at our discretion, defend or settle the claim and pay any damages finally awarded or agreed to in a monetary settlement, provided that you (a) promptly notify us of the claim, (b) give us sole control over defense and settlement (with your cooperation), and (c) have not compromised or settled the claim without our approval. This Section 14.3 states the entire liability of Upspring, and your sole remedy, for any claim of intellectual property infringement regarding the Service.

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. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.

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, subject to the provisions on arbitration below (if any). Both you and Upspring consent to venue and personal jurisdiction in such courts. If you are using the Service for purposes that do not qualify as personal or household use (i.e., you are not a consumer under your local laws), you also agree that the Uniform Computer Information Transactions Act (UCITA) (or any analogous law) does not apply to these Terms.

15.3. Dispute Resolution and Arbitration: We encourage you to contact our support team first if any issue arises, as most concerns can be resolved quickly and to your satisfaction. In the event of a dispute that cannot be resolved informally, the following provisions apply:If you are a business user (not an individual consumer) or if required by applicable law, any dispute arising from or relating to the subject matter of these Terms shall be finally settled by arbitration in Tel Aviv, Israel, under the auspices of a reputable arbitration provider mutually agreed upon (or if not, by the Israel Institute of Commercial Arbitration). The arbitration will be conducted in English before a single arbitrator with appropriate experience in technology and commercial contracts. The arbitrator’s award shall be binding and may be entered as a judgment in any court of competent jurisdiction. Each party will bear its own costs in the arbitration, and the parties will share the arbitrator’s fees equally unless the arbitrator decides otherwise.

If you are an individual consumer using the Service for personal purposes (if applicable, though Upspring is generally a business service), you retain the right to choose to pursue claims in your local courts if mandatory law so provides, and this arbitration clause may not apply to you depending on your jurisdiction’s consumer protection laws.

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. Neither party will seek to have any dispute heard as a class action, representative action, collective action, or private attorney general action. Class arbitrations, class actions, and consolidation with other arbitrations are not allowed. This means you waive any right to litigate in court or arbitrate any claims as a representative or member of a class or in a private attorney general capacity.

15.5. Injunctive Relief: Notwithstanding the foregoing, either party may seek interim or injunctive relief in any court of competent jurisdiction to protect its intellectual property or confidential information while the dispute resolution process is ongoing. Also, claims for unpaid fees may be brought directly in court.

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 or cause of action arose, or be forever barred. (This does not apply to claims by consumers in jurisdictions where such time limit prohibitions are not allowed.)

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 (sent to the email address registered with your account) or by prominently posting a notice on our website or within the Service. The notice will designate when the changes will go into effect.

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 (or sooner if the changes are required by law or relate to new features or corrections). If you do not agree to the revised Terms, you should stop using the Service before they take effect and, if applicable, cancel your subscription. Your continued use of the Service after the new Terms are in effect constitutes your acceptance of the changes.

16.3. Entire Agreement: These Terms (including any order forms, the Privacy Policy, and other policies or addenda referenced herein) constitute the entire agreement between you and Upspring regarding the Service and supersede all prior agreements, proposals or representations, written or oral, concerning its subject matter. In the event of a conflict between these Terms and any order form or signed agreement between you and Upspring, the terms of the order form or signed agreement shall control to the extent of the conflict.

17. Miscellaneous

17.1. Assignment: You may not assign or transfer these Terms or any rights or obligations under them, whether by operation of law or otherwise, without our prior written consent. Any attempt by you to assign these Terms without consent will be null. Upspring may freely assign or transfer these Terms (in whole or in part) to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our 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. Neither party has the authority to bind the other or incur obligations on the other’s behalf without prior written consent.

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 (or any other provision) thereafter. Any waiver of rights by either party must be in writing to be effective.

17.4. Severability: If any provision of these Terms is held to be invalid, illegal, or unenforceable by an arbitrator or court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the remaining provisions of these Terms will remain in full force and effect. The invalid provision will be deemed modified to the least degree necessary to remedy the invalidity while retaining as much of the intent of the parties as possible.

17.5. Notices: Upspring may send you notices, including those regarding changes to these Terms or other matters, by email, by regular mail, or by postings within the Service. Notices to Upspring should be sent to our email at info@upspring.ai or by mail to our current business address (see our website or the Contact section below). You are responsible for ensuring that the email address associated with your account is accurate and up-to-date.

17.6. Force Majeure: Neither Upspring nor you will be liable for any delay or failure to perform our respective obligations (excluding payment obligations) if the delay or failure is due to unforeseen events beyond our reasonable control, such as a strike, blockade, war, act of terrorism, riot, natural disaster, epidemic, failure or diminishment of power, or telecommunications or data networks or services, or refusal of a license by a government agency.

17.7. Language: These Terms are written in English. If we provide a translation of the English version of these Terms, the English text shall govern to the extent of any inconsistency.

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)

By using the Upspring Service, you acknowledge that you have read, understood, and agree to these Terms of Service. Thank you for choosing Upspring to help grow your business with AI-powered marketing insights!