Terms of Service

1. Agreement and eligibility

These Terms of Service (“Terms”) are an agreement between you and UpYonder LLC (“UpYonder,” “we,” “us,” or “our”). By accessing or using the Service, you agree to these Terms and our Privacy Policy. If you use the Service for a business or organization, you represent that you have authority to act for and bind it, and “you” includes that entity.

You must be at least 18 years old and be an authorized business representative or worker to hold an authenticated account. If you do not agree to these Terms or lack the required authority, do not use an authenticated account or business-management features.

2. The Service

UpYonder helps the public discover businesses on the move. The Service includes public business discovery; a Business Portal for listings, profiles, contact information, hours, images, teams, invitations, devices, and subscription status; and a mobile app that lets authorized users register a device and Post Up or Roll Out a business's current LIVE location.

Eligible published listings and current LIVE locations may be publicly visible without authentication. The Service may provide links to external maps and directions but does not control those services.

3. Accounts, security, invitations, and roles

You must provide an accurate email address and account information, keep them current, protect your password and devices, and promptly tell us about suspected unauthorized use. You may not share credentials or allow another person to act under your identity. You are responsible for activity conducted through your account to the extent permitted by law.

Business administrators must invite only people authorized to work with the account, assign the least access reasonably needed, and promptly remove or change access when authority ends. An invitee must use the invited email account and may accept only an invitation intended for them.

• Owner: full account administration, subject to protections around owner membership and continuity.
• Manager: account, team, and listing management within manager permissions; managers cannot manage owners or perform protected owner-only membership changes.
• Location operator: mobile operational access only for listings specifically assigned to that operator.

Labels, buttons, and other interface visibility help explain access but are not the security boundary. Server-side authorization controls govern permitted actions.

4. Business content and responsibilities

You are responsible for business names, descriptions, categories, logos, photographs, trademarks, phone numbers, websites, social links, hours, locations, and other material you or your authorized users submit (“Business Content”). Business Content must be accurate, current, lawful, and not misleading.

You represent that you have all rights, permissions, and authority needed to submit and publish Business Content, including rights to images, names, trademarks, links, contact details, and location information. You must correct inaccurate information and must not impersonate or falsely claim authority over a business.

5. Location responsibilities

You and your authorized users agree to:

• Post Up only when authorized and when the business is actually operating or available at the submitted location.
• Roll Out promptly when the business leaves, closes, or is no longer available there.
• Obtain any permission needed to operate at and publicly identify the business's location.
• Not publish a false, deceptive, simulated, unsafe, trespassing, restricted, or unlawful location.
• Consider whether publishing exact coordinates could create safety, property, or access concerns.

Device location can be delayed, unavailable, or inaccurate. You remain responsible for reviewing the location and correcting or removing LIVE state when appropriate.

6. License to Business Content

You retain ownership of your Business Content. You grant UpYonder a worldwide, non-exclusive, royalty-free, sublicensable license to host, store, reproduce, format, adapt for technical display, publish, distribute, and display Business Content solely as reasonably necessary to operate, secure, support, promote, and improve the Service and the presence of your business on it.

This license lasts while the content is available through the Service and afterward only as reasonably necessary for backups, security, disputes, legal obligations, and material already lawfully shared, subject to our Privacy Policy and applicable law.

7. UpYonder intellectual property

The Service, software, design, organization, text, graphics, UpYonder names, logos, icons, and other UpYonder-provided materials are owned by or licensed to UpYonder and protected by intellectual-property laws. Except for the limited right to use the Service under these Terms, no rights are transferred to you. You may not use UpYonder branding in a way that implies endorsement or affiliation without written permission.

8. Acceptable use

You may not, and may not help another person to:

• Use the Service unlawfully, fraudulently, deceptively, abusively, or to harm another person or property.
• Submit infringing, defamatory, malicious, unsafe, or misleading content.
• Impersonate another person or business, send unauthorized invitations, misassign roles, or publish a location without authority.
• Share credentials, invitation links, device credentials, or bypass access, membership, subscription, or registered-device controls.
• Use simulated location or other techniques to falsify a business's position.
• Probe, attack, disrupt, overload, interfere with, or introduce malicious code into the Service.
• Scrape, harvest, or systematically extract data except as expressly permitted in writing or by applicable law.
• Reverse engineer, decompile, or attempt to derive source code or protected mechanisms except where applicable law does not permit that restriction.
• Use the Service to violate privacy, publicity, intellectual-property, consumer-protection, property, permit, safety, or other rights or laws.

9. Publication, moderation, and corrections

Publication is subject to eligibility, account status, subscription capacity, and technical validation. We may review, correct, restrict, unpublish, archive, remove, or decline to display Business Content or LIVE state when we reasonably believe it is inaccurate, unsafe, unlawful, infringing, unauthorized, technically harmful, inconsistent with these Terms, or necessary to protect the Service or others.

We are not obligated to pre-screen all content. To report an inaccurate listing or suspected abuse, use our Contact & Support page.

10. Plans and subscriptions

UpYonder maintains plans with capacity limits for listings, members and pending invitations, registered devices, and simultaneous LIVE listings. An account's subscription and account status may affect access, publication, invitations, registration, and LIVE operations. Scheduled cancellation may preserve access through a stated access-end time; expired, suspended, or closed accounts may lose operational access and current LIVE state.

Online billing and payment collection are not currently implemented. These Terms do not establish a price, trial length, renewal schedule, billing cadence, tax treatment, refund right, or payment processor. Before any future paid purchase, UpYonder will present the applicable price and billing, renewal, cancellation, and refund terms for that offering.

11. Third-party services and links

The Service relies on or links to third parties, including Supabase-supported authentication, storage, and database functions; mobile platforms and app stores; email delivery; Google Maps; and business websites and social profiles. Your use of a third-party service may be governed by its own terms and policies. UpYonder does not control and is not responsible for third-party services, content, availability, or decisions.

12. Service limitations and changes

Location sensors, permissions, connectivity, device condition, user actions, maps, business information, and third-party systems can be inaccurate, delayed, unavailable, or interrupted. A LIVE indicator is not a guarantee that a business remains present, open, safe, accessible, licensed, or able to provide any product or service. Verify important details directly with the business.

We may maintain, modify, test, add, remove, suspend, or discontinue features. Development, preview, or beta functionality may change and may contain errors. We do not guarantee uninterrupted, error-free, or permanent availability.

13. Privacy

Our Privacy Policy explains how we handle information and is incorporated into these Terms by reference.

14. Feedback

If you voluntarily provide ideas, suggestions, or feedback about the Service, you grant UpYonder a worldwide, perpetual, irrevocable, royalty-free right to use, reproduce, modify, and incorporate that feedback for any lawful purpose without payment or obligation to you. Do not submit confidential information as feedback.

15. Suspension and termination

You may stop using the Service at any time. Where controls are available, authorized administrators may unpublish or archive listings, remove eligible members, or revoke invitations and devices. Contact support for account-related requests not available through the interface.

We may limit, suspend, or terminate access, remove content, or close an account when reasonably necessary to address a breach, fraud, abuse, security or safety risk, legal requirement, non-operational subscription, or harm to UpYonder or others. Termination may result in loss of access and removal of public or LIVE state. Information may remain as reasonably required for security, backups, disputes, enforcement, legal obligations, and legitimate recordkeeping, as described in the Privacy Policy.

Provisions that by their nature should survive termination do survive, including ownership, licenses needed for retained records, disclaimers, liability limits, indemnification, dispute resolution, and general terms.

16. Warranty disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” UPYONDER DISCLAIMS ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AVAILABILITY, SECURITY, AND QUIET ENJOYMENT.

UPYONDER DOES NOT WARRANT THAT LOCATIONS, LISTINGS, HOURS, DIRECTIONS, BUSINESS AVAILABILITY, USER CONTENT, OR THIRD-PARTY SERVICES ARE ACCURATE, COMPLETE, CURRENT, SAFE, OR RELIABLE. SOME JURISDICTIONS DO NOT ALLOW CERTAIN DISCLAIMERS, SO SOME OF THESE DISCLAIMERS MAY NOT APPLY TO YOU.

17. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, UPYONDER LLC AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, AND LICENSORS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, LOSS OF GOODWILL, OR BUSINESS INTERRUPTION, ARISING FROM OR RELATED TO THE SERVICE OR THESE TERMS, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED THAT SUCH DAMAGES WERE POSSIBLE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF UPYONDER LLC AND THOSE PARTIES FOR ALL CLAIMS ARISING FROM OR RELATED TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE FEES YOU PAID TO UPYONDER FOR THE SERVICE DURING THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY OR (B) USD $100.

These limitations do not exclude liability or rights that cannot lawfully be excluded or limited. The allocation of risk in this section is an essential basis of the agreement.

18. Business indemnification

To the extent permitted by law, if you use the Service for a business or organization, that business or organization will defend, indemnify, and hold harmless UpYonder LLC and its officers, directors, employees, agents, affiliates, and licensors from third-party claims, damages, losses, liabilities, judgments, costs, and reasonable attorneys' fees arising from or related to: unlawful or infringing Business Content; misuse of the Service; violation of another person's rights; unauthorized invitations, assignments, or roles; false or unauthorized location publication; or breach of these Terms.

UpYonder will provide reasonable notice and may control the defense and settlement. You will cooperate reasonably, and you may not settle a claim in a manner that admits fault by or imposes obligations on UpYonder without our written consent.

19. Dispute resolution and arbitration

Informal notice first

Before starting arbitration or a court proceeding, the claimant must send a written dispute notice to support@onupyonder.comdescribing the claimant, account or business involved, facts, legal basis, requested relief, and contact information. The parties will attempt in good faith to resolve the dispute for 30 days after receipt. Limitation periods are tolled during that 30-day period to the extent permitted by law.

Binding individual arbitration

Except for the exceptions below, any dispute, claim, or controversy arising from or relating to the Service, these Terms, or the relationship between you and UpYonder will be resolved by binding individual arbitration administered by the American Arbitration Association (“AAA”) under the AAA rules applicable to the dispute. The Federal Arbitration Act governs the interpretation and enforcement of this arbitration section. The arbitrator may award the same individual remedies a court could award, subject to these Terms and applicable law.

The hearing will take place in Florida or remotely when permitted by the applicable AAA rules and the arbitrator. The parties will share fees as required by those rules, subject to the arbitrator's power and applicable law. A court with jurisdiction may enter judgment on the award.

Exceptions

Either party may bring an eligible individual claim in small claims court. Either party may also seek temporary or injunctive relief in a court with jurisdiction to prevent actual or threatened intellectual-property misuse, security abuse, or unauthorized access, without waiving arbitration of other claims. Courts may also address enforcement of this arbitration section and confirmation, enforcement, modification, or challenge of an arbitration award as allowed by law.

30-day opt-out

You may opt out of this arbitration section by emailing support@onupyonder.comwithin 30 days after you first accept these Terms. Your notice must identify you and the relevant account or business sufficiently for us to locate it and must state unequivocally that you opt out of the arbitration agreement. Opting out does not affect the remaining Terms. An opt-out submitted by one user does not opt out a business or another user unless the sender has authority and clearly identifies each party intended to opt out.

Individual proceedings and class waiver

YOU AND UPYONDER AGREE THAT CLAIMS MAY BE BROUGHT ONLY IN AN INDIVIDUAL CAPACITY, NOT AS A PLAINTIFF, CLAIMANT, OR CLASS MEMBER IN A CLASS, COLLECTIVE, CONSOLIDATED, REPRESENTATIVE, OR PRIVATE- ATTORNEY-GENERAL ACTION. THE ARBITRATOR MAY NOT COMBINE CLAIMS OR PRESIDE OVER ANY SUCH PROCEEDING WITHOUT EVERY AFFECTED PARTY'S WRITTEN CONSENT.

Jury-trial waiver

TO THE EXTENT A DISPUTE PROCEEDS IN COURT, YOU AND UPYONDER EACH KNOWINGLY AND VOLUNTARILY WAIVE ANY RIGHT TO A TRIAL BY JURY TO THE MAXIMUM EXTENT PERMITTED BY LAW.

Arbitration severability

If a final decision finds a particular claim or remedy cannot be arbitrated, that claim or remedy alone will proceed in court and the rest will remain in arbitration. If the prohibition on class, collective, consolidated, representative, or private-attorney- general arbitration is found unenforceable for a particular proceeding, that proceeding will be litigated in court and will not proceed as class or representative arbitration. The remaining portions of this arbitration section remain effective to the fullest extent permitted by law.

20. Governing law and Florida courts

Except as governed by the Federal Arbitration Act, these Terms and any dispute are governed by Florida law, without regard to conflict-of-law principles. For disputes that are not subject to arbitration, and for permitted proceedings concerning arbitration enforcement or awards, you and UpYonder consent to the personal jurisdiction and venue of the state and federal courts located in Florida.

21. Changes to these Terms

We may update these Terms as the Service, business, or law changes. We will post updated Terms with a new effective date and provide additional notice when reasonably appropriate for a material change. Unless stated otherwise, updated Terms apply prospectively when they take effect. If you do not agree, you must stop using the affected Service.

22. General terms

You may not assign these Terms or an account without our written consent. UpYonder may assign these Terms in connection with a reorganization, financing, merger, acquisition, asset transfer, or by operation of law. If any provision is unenforceable, it will be limited or severed to the minimum extent necessary and the remainder will remain effective, subject to the specific arbitration severability provision above.

A failure to enforce a provision is not a waiver. Section titles are for convenience. These Terms and the incorporated Privacy Policy are the entire agreement about the Service unless a separate written agreement expressly controls. Electronic notices, records, and communications satisfy writing requirements to the extent permitted by law.

23. Contact

Questions about these Terms may be sent to UpYonder LLC at support@onupyonder.comor through our Contact & Support page.