Terms & Conditions of Uptrixia

1. Acceptance of Terms

These Terms of Service (the “Terms”) form a legal agreement between you and [Uptrixia LLC], a New York limited liability company with offices at [NY business address] (“Uptrixia”, “we”, “us” or “our”). They govern your access to and use of the Uptrixia website monitoring platform, the uptrixia.com website, our APIs, dashboards, integrations, and any related documentation (collectively, the “Service”).

By creating an account, clicking “I agree,” accessing the Service, or otherwise using the Service, you agree to be bound by these Terms and by our Privacy Policy and Cookie Policy, each of which is incorporated by reference. If you do not agree, do not use the Service.

2. Eligibility and B2B Use Only

The Service is offered for business use only. By accepting these Terms, you represent and warrant that:

• you are at least 18 years old;

• you are accessing the Service on behalf of, and as an authorized representative of, a business, organization, or other legal entity (the “Customer”);

• you have the authority to bind that Customer to these Terms;

• you are not a competitor accessing the Service to build a similar product, and you will not use the Service for benchmarking against, or for the development of, a competing service;

• you are not located in, under the control of, or a national or resident of any country or territory subject to comprehensive U.S. economic sanctions, and you are not on any U.S. government denied-party list.

The Service is not directed at consumers. If you are an individual consumer and not acting on behalf of a business, you may not use the Service.

3. Accounts and Credentials

To use most features you must register for an account. You agree to provide accurate, current, and complete information and to keep it updated. You are responsible for maintaining the confidentiality of your account credentials, API keys, and access tokens, and for all activity under your account, whether or not authorized by you. You must notify us immediately at support@uptrixia.com of any suspected unauthorized access or breach. We are not liable for any loss or damage arising from your failure to comply with this section.

4. Authorization to Monitor Targets

The Service performs automated HTTP requests, redirect tracing, and screenshot capture against URLs, domains, mirrors, and other endpoints that you designate (“Targets”). You represent and warrant, on a continuing basis, that for every Target you submit:

• you own the Target, control the Target, or have written authorization from its owner to subject it to automated monitoring;

• your monitoring of the Target complies with all applicable laws, including the U.S. Computer Fraud and Abuse Act (18 U.S.C. § 1030), state computer-trespass statutes, the EU Network and Information Security framework, and any equivalent laws in the Target’s jurisdiction;

• your monitoring does not violate the Target’s terms of service, robots.txt directives that you are legally bound to honor, or any technical access controls;

• your use of any data, screenshots, or content the Service returns from the Target complies with all applicable privacy, intellectual-property, and data-protection laws.

You acknowledge that Uptrixia does not and cannot verify your authorization over Targets, and bears no responsibility for unauthorized monitoring by you. This Section 4 is a material inducement to our entering into this agreement and a key condition of the indemnification in Section 20.

5. Acceptable Use

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

• use the Service in violation of any applicable law, regulation, or order;

• submit Targets you are not authorized to monitor (Section 4);

• use the Service to engage in, plan, or facilitate any denial-of-service, credential-stuffing, scraping at abusive volumes, vulnerability scanning, or any other activity that overloads, degrades, or harms a Target or its operator;

• use the Service to circumvent geo-blocks, sanctions, age gates, paywalls, or access controls in a manner that violates applicable law;

• resell, sublicense, or provide the Service to third parties except through accounts they create themselves;

• reverse engineer, decompile, disassemble, or attempt to derive the source code or underlying algorithms of the Service, except to the extent applicable law permits despite this restriction;

• build or assist a third party in building a product or service that competes with the Service;

• interfere with, disrupt, or attempt to gain unauthorized access to the Service, our infrastructure, other customers’ accounts, or any related systems or networks;

• upload, transmit, or store malware, exploit code, or any content that infringes intellectual-property or privacy rights of others;

• misrepresent your identity, your authority, or the identity or affiliation of any person;

• remove or obscure any proprietary notices in the Service.

We may investigate suspected violations and may immediately suspend or terminate access without notice for any conduct we reasonably believe violates this Section, Section 4, or applicable law, or that poses a risk to the Service, our other customers, or any third party.

6. The Service; Modifications

Subject to your compliance with these Terms and payment of applicable fees, we grant the Customer a non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Service during the subscription term, solely for the Customer’s internal business purposes.

We may, at any time and in our sole discretion, modify, add, remove, or discontinue any feature or functionality of the Service. We will use commercially reasonable efforts to give advance notice of materially adverse changes to paid features. Features marked “beta”, “preview”, “experimental” or similar are provided as-is and may be changed or removed without notice and without liability.

7. Fees, Billing, and Taxes

Paid plans are described at uptrixia.com/pricing. Unless otherwise stated, all fees are in U.S. dollars and are exclusive of taxes. Payment processing is handled by third-party providers (currently Stripe, Inc.); your use of payment features is also governed by the processor’s terms.

Taxes. You are responsible for all applicable sales, use, value-added (VAT), goods-and-services (GST), withholding, and similar taxes other than taxes on our net income. If we are required to collect such taxes, they will be added to the invoice. For EU and UK Customers, you must provide a valid VAT number if you wish to be invoiced under the reverse-charge mechanism; absent a valid VAT number, VAT will be added where required by law.

Failed payments. If a payment fails, we may retry the charge, suspend the Service, or terminate paid features after a reasonable grace period. You remain liable for fees accrued up to the date of suspension or termination.

Disputed charges. You must dispute any charge in writing to support@uptrixia.com within sixty (60) days of the invoice date. After 60 days, you waive any claim with respect to that charge.

8. Automatic Renewal — Important Notice

9. Free Trial

We may offer a free trial of a paid plan. Trial terms (duration, included features, ASN limits) are stated at sign-up and on the pricing page. Unless we tell you otherwise at sign-up, a free trial does not automatically convert into a paid subscription; you must affirmatively purchase a plan to continue paid features after the trial ends. If a trial is configured to convert into a paid subscription, that fact will be made clear at the point of sign-up and the Section 8 auto-renewal terms apply from the first paid period.

10. Refunds

Except as expressly stated in these Terms or required by applicable law, fees are non-refundable, and we do not provide partial refunds, prorated refunds, or credits for unused time. We may, in our sole discretion, grant refunds or credits in extraordinary circumstances; doing so does not obligate us to grant them in any other case.

11. Customer Data

“Customer Data” means data, Targets, configurations, screenshots, and monitoring results submitted to, generated by, or processed in the Service for the Customer. As between you and us, the Customer retains all right, title, and interest in and to Customer Data. You grant us a worldwide, non-exclusive, royalty-free license to host, copy, transmit, display, and process Customer Data solely as necessary to provide, secure, support, and improve the Service.

We may collect and use aggregated and de-identified data derived from the Service for analytics, benchmarking, product improvement, and similar purposes, provided that such data does not identify the Customer or any individual.

Data export and deletion on termination. For thirty (30) days after termination, you may request an export of your Customer Data in a commonly used machine-readable format. After that period, we may delete Customer Data in the ordinary course; you should retain your own copies.

Our processing of personal data is described in the Privacy Policy. If you require a Data Processing Addendum, contact support@uptrixia.com.

12. Confidentiality

Each party may have access to non-public information of the other (“Confidential Information”) including, in our case, the Service’s non-public features, roadmaps, pricing, security architecture, and API internals. The receiving party will use Confidential Information only as needed for performance under these Terms, will protect it with at least the same care it uses for its own confidential information of like importance (and no less than reasonable care), and will not disclose it to third parties except to its employees, contractors, and advisors bound by similar confidentiality obligations. These obligations do not apply to information that is or becomes publicly known through no fault of the receiving party, was lawfully known prior to disclosure, is independently developed, or is required to be disclosed by law (with prompt notice where legally permitted).

13. Our Intellectual Property

The Service, including all software, designs, text, images, logos, trademarks, documentation, and other materials, is owned by Uptrixia or our licensors and is protected by U.S. and international intellectual-property laws. No rights are granted to you other than the limited license expressly stated in Section 6. All rights not expressly granted are reserved.

14. Feedback

If you provide suggestions, ideas, enhancement requests, recommendations, or other feedback (“Feedback”), you grant us a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use, modify, and incorporate the Feedback into the Service or any other product without any obligation to you.

15. Third-Party Services and Targets

The Service may interoperate with, link to, or depend on third-party services (for example, Stripe for payments, Google Analytics 4 and Microsoft Clarity for measurement, content delivery networks, cloud infrastructure providers, notification services, and chat widgets). Third-party services are governed by their own terms and privacy notices; we are not responsible for them. Targets monitored through the Service are not our content and we make no representations about them.

16. APIs, Rate Limits, and Integrations

We may make APIs and integrations available. Use is subject to documented and undocumented rate limits, quotas, and abuse-prevention mechanisms that we may change at any time. API keys are credentials governed by Section 3. We may throttle, suspend, or revoke API access if we reasonably suspect abuse, excessive load, or any breach of Sections 4 or 5.

17. Service Levels

Unless a written Service Level Agreement is executed between you and us, the Service is provided on a commercially reasonable best-effort basis with no uptime guarantee. We may perform scheduled and emergency maintenance that temporarily affects availability. The accuracy of monitoring results depends on the behavior of Targets, intermediate networks, ASNs, ISPs, content delivery networks, and other factors outside our control.

18. Disclaimer of Warranties

THE SERVICE, INCLUDING ALL CONTENT, DATA, REPORTS, SCREENSHOTS, AND OTHER OUTPUTS, IS PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UPTRIXIA AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, AND LICENSORS DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.

WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR ACCURATE; THAT MONITORING RESULTS WILL BE TIMELY OR COMPLETE; THAT DEFECTS WILL BE CORRECTED; OR THAT THE SERVICE IS FREE OF VIRUSES OR HARMFUL COMPONENTS. YOU ASSUME ALL RISK ASSOCIATED WITH YOUR USE OF THE SERVICE AND WITH BUSINESS DECISIONS MADE IN RELIANCE ON IT.

19. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL UPTRIXIA OR ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, DATA, OR ANTICIPATED SAVINGS, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

OUR TOTAL AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THESE TERMS OR THE SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY, WILL NOT EXCEED THE GREATER OF (A) ONE HUNDRED U.S. DOLLARS (US$100) OR (B) THE FEES YOU PAID TO US FOR THE SERVICE DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.

These limitations apply to the maximum extent permitted by law. Some jurisdictions do not allow the exclusion or limitation of certain damages; in those jurisdictions, our liability is limited to the smallest extent permitted by law.

20. Indemnification by You

You will defend, indemnify, and hold harmless Uptrixia and its affiliates, officers, employees, agents, suppliers, and licensors from and against any and all third-party claims, actions, demands, losses, liabilities, damages, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to:

• your or your authorized users’ access to or use of the Service;

• any Target you submit, including any claim that monitoring of the Target was unauthorized or violated any law (Section 4);

• your breach of these Terms, including the Acceptable Use Policy (Section 5);

• your Customer Data, including any claim that it infringes third-party rights;

• your violation of applicable law.

We will provide prompt notice of any claim, allow you to control the defense (with counsel reasonably acceptable to us), and reasonably cooperate. You may not settle any claim in a manner that imposes any obligation on us without our prior written consent.

21. Copyright Complaints (DMCA)

We respond to notices of alleged copyright infringement under the Digital Millennium Copyright Act (17 U.S.C. § 512). Send notices to our designated agent:

DMCA Agent — [Uptrixia LLC]
Email: support@uptrixia.com
Mailing address: [NY business address]

Your notice must include the elements required by 17 U.S.C. § 512(c)(3). We may terminate accounts of repeat infringers. Counter-notices may be submitted to the same address.

22. Export Controls and Sanctions

The Service is subject to U.S. export-control and sanctions laws, including the Export Administration Regulations and regulations administered by the U.S. Treasury Department’s Office of Foreign Assets Control (OFAC). You will not access, use, export, re-export, or transfer the Service in violation of such laws. You represent that you are not located in, organized under the laws of, or ordinarily resident in any country or region subject to comprehensive U.S. sanctions and that you are not on any U.S. government denied-party list.

23. Suspension and Termination

By you. You may cancel any subscription at any time as described in Section 8. Cancellation takes effect at the end of the then-current billing period.

By us, for cause. We may suspend or terminate your access to the Service immediately and without notice if we reasonably believe you have violated these Terms (including Sections 4 and 5), if continued provision of the Service would create a legal or security risk for us or others, or if required by law or by a government or regulatory authority.

By us, for convenience. We may terminate any subscription for convenience on at least thirty (30) days’ written notice. In that case, we will refund any prepaid fees for the period after the effective date of termination on a pro-rata basis.

Effect of termination. Upon termination, your right to access the Service ends. Sections that by their nature should survive termination will survive, including Sections 4 (last paragraph), 7 (accrued fees), 10–14, 18–22, 24, 25, 26, and 30.

24. Dispute Resolution; Binding Arbitration; Class-Action Waiver

PLEASE READ CAREFULLY. THIS SECTION REQUIRES INDIVIDUAL ARBITRATION OF MOST DISPUTES AND WAIVES YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION.

(a) Informal resolution. Before initiating arbitration, you and we agree to attempt to resolve any dispute informally by sending a written notice describing the dispute and the relief sought to support@uptrixia.com (if to us) or to the email address on your account (if to you). We will both negotiate in good faith for at least thirty (30) days from receipt of the notice before initiating arbitration.

(b) Binding arbitration. Except as provided in subsection (e), any dispute, claim, or controversy arising out of or relating to these Terms or the Service, including their existence, validity, interpretation, performance, breach, or termination, will be resolved by final and binding individual arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules then in effect. The arbitration will be conducted by a single arbitrator. The seat and legal place of the arbitration will be New York, New York, USA; hearings may be conducted remotely. Judgment on the award may be entered in any court of competent jurisdiction.

(c) Class-action waiver. YOU AND WE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S CLAIMS AND MAY NOT PRESIDE OVER ANY FORM OF REPRESENTATIVE OR CLASS PROCEEDING.

(d) Costs. Each party will bear its own costs in arbitration unless the arbitrator allocates them under the AAA rules or applicable law.

(e) Exceptions. Notwithstanding the foregoing, either party may (i) seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual-property rights or to enforce Sections 3, 4, 5, 12, or 13; and (ii) bring an individual action in small-claims court for claims within that court’s jurisdiction.

(f) Opt-out. You may opt out of the arbitration and class-waiver provisions of this Section 24 by sending written notice to support@uptrixia.com within thirty (30) days of first accepting these Terms. Your notice must include your name, the email address on your account, and a clear statement that you wish to opt out. Opting out does not affect any other provision of these Terms.

25. Governing Law

These Terms and any dispute arising out of or relating to them or the Service are governed by the laws of the State of New York, USA, without giving effect to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Subject to Section 24, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in New York County, New York, for any actions not subject to arbitration.

26. Notices

To you. We may give notices by email to the address on your account, by in-product notification, or by posting on our website. Notices are effective when sent or posted.

To us. Legal notices must be sent by email to support@uptrixia.com and by certified or registered mail to [Uptrixia LLC], [NY business address], Attn: Legal. Notices are effective on receipt.

27. Changes to These Terms

We may update these Terms from time to time. If we make material changes, we will give at least thirty (30) days’ advance notice by email or in-product notification before they take effect. Non-material changes (clarifications, typo fixes, broken links, contact-detail updates) take effect when posted, and the “Latest update” date below is revised. Your continued use of the Service after the effective date of any change constitutes acceptance. If you do not agree to a change, your sole remedy is to stop using the Service and cancel any subscription before the change takes effect.

28. Force Majeure

Neither party is liable for any delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, pandemic, government action, natural disaster, internet or telecommunications failures, denial-of- service attacks, or failures of third-party services or infrastructure.

29. Assignment

You may not assign or transfer these Terms or any rights or obligations under them, by operation of law or otherwise, without our prior written consent; any unauthorized assignment is void. We may assign these Terms, in whole or in part, without your consent, including in connection with a merger, acquisition, reorganization, or sale of all or substantially all of our assets. These Terms bind and benefit the parties’ permitted successors and assigns.

30. Miscellaneous

Entire agreement. These Terms (together with the Privacy Policy, Cookie Policy, and any order form or written agreement signed by both parties) are the entire agreement between the parties regarding the Service and supersede all prior agreements, proposals, and communications regarding the same.

Severability. If any provision of these Terms is held invalid or unenforceable, the remaining provisions will continue in full force and effect, and the invalid provision will be modified to the minimum extent necessary to make it enforceable while reflecting the parties’ original intent. The class-waiver provision in Section 24(c) is non-severable: if it is held unenforceable, Section 24 (Arbitration) as a whole will not apply.

No waiver. A failure or delay to enforce any provision is not a waiver of that or any other provision.

No third-party beneficiaries. There are no third-party beneficiaries to these Terms.

Relationship. The parties are independent contractors; nothing in these Terms creates an agency, partnership, joint venture, or employment relationship.

Headings; interpretation. Headings are for convenience and do not affect interpretation. “Including” and similar terms are non-exhaustive.

Electronic signatures and notices. You agree that electronic acceptance of these Terms and electronic delivery of notices, disclosures, and other communications satisfy any legal requirement that such communications be in writing.

Language. The authoritative version of these Terms is in English. Any translation is provided for convenience only.