Upruve

Terms of Service

Last updated: July 29, 2026

These Terms of Service (the "Terms") govern your access to and use of Upruve (the "Service"), a software-as-a-service platform for collecting feedback, reviews, and approvals on creative and professional deliverables. The Service is provided by Luis Parker, an individual entrepreneur (sole proprietor) operating under the brand "Upruve" ("Upruve", "we", "us", or "our"). A postal address for legal notices is available on request by writing to info@upruve.com, and will be provided where required by applicable law.

PLEASE READ THESE TERMS CAREFULLY. They contain important provisions, including a disclaimer of warranties (Section 15), a limitation of liability (Section 16), an indemnity (Section 17), and the governing law and venue for disputes (Section 19). By creating an account, accessing, or using the Service, you agree to be bound by these Terms. If you do not agree, you must not access or use the Service.

1. Definitions

  • "Customer", "you", "your" means the business, organization, agency, studio, or professional that registers for or uses the Service, and any individual acting on its behalf.
  • "Team" means the workspace and tenancy unit within the Service to which all Customer data belongs. Billing, access, and data are organized by Team.
  • "User" or "Professional" means an individual authenticated member of a Team (each occupying one "seat").
  • "Client Contact" means an external person (for example, your client's representative) that you invite to view, comment on, or decide on a deliverable.
  • "Share Link" means a per-recipient, per-version link (magic link) that allows a Client Contact to access a specific deliverable version without creating an account or logging in.
  • "Customer Content" means all data, files, images, documents, URLs, web captures, text, comments, contact details, and other materials that you or your Users or Client Contacts upload to, generate in, or transmit through the Service.
  • "Paddle" means Paddle.com Market Limited and its affiliates, our payment provider and Merchant of Record (see Section 8).

2. The Service

Upruve lets Professionals organize deliverables into versions, request a specific client action (feedback, approval, or selection), and share each version with Client Contacts through Share Links. Client Contacts can view content, leave threaded comments on specific points, and approve, select, or return deliverables with feedback. The Service also provides activity tracking, real-time collaboration, transactional email notifications, and team management.

We may modify, enhance, or discontinue features of the Service at any time. We will use commercially reasonable efforts to notify you of material adverse changes.

3. Eligibility; business use only

The Service is intended solely for business, professional, and organizational use. It is not intended for consumers or for personal, family, or household purposes.

By using the Service, you represent and warrant that: (a) you are at least 18 years old; (b) you are using the Service in a business or professional capacity; (c) you have the authority to bind the Customer to these Terms; and (d) your use complies with all laws applicable to you.

Sanctions and export control. You represent that you are not located in, organized under the laws of, or ordinarily resident in any country or territory subject to comprehensive sanctions or embargoes (including, without limitation, Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions), and that you are not a person or entity identified on any applicable restricted-, denied-, or sanctioned-party list. You agree not to use the Service in violation of any applicable export control or economic sanctions law.

4. Accounts, Teams, seats, and roles

To use the dashboard you must create an account and belong to a Team. A Professional belongs to one active Team at a time. You are responsible for: (a) maintaining the confidentiality of your credentials; (b) all activity that occurs under your account and within your Team; and (c) the acts and omissions of your Users and Client Contacts.

Team administrators control membership, roles, project and contact configuration, and (when applicable) billing. Each active Team member occupies one paid seat (see Section 8). You must promptly notify us of any unauthorized use of your account at info@upruve.com.

Registration may be closed, limited, or invitation-only at our discretion.

5. Acceptable use

You agree not to, and not to permit any User or Client Contact to:

  • upload, share, or transmit any content that is unlawful, infringing, defamatory, obscene, or that violates the rights (including intellectual property, privacy, or publicity rights) of any third party;
  • upload or process personal data without a valid legal basis and all required consents and notices (see Section 6 and the Privacy Policy);
  • upload malware or any code intended to disrupt, damage, or gain unauthorized access to any system or data;
  • attempt to gain unauthorized access to the Service, other accounts, Teams, or Share Links, or to probe, scan, or test the vulnerability of the Service;
  • reverse engineer, decompile, or attempt to extract source code, except to the extent that restriction is prohibited by applicable law;
  • use the Service to send spam or unsolicited communications, or in violation of any anti-spam, email, or communications law;
  • resell, sublicense, rent, or provide the Service to third parties as a service bureau, or use it to build a competing product;
  • use automated means to access the Service in a manner that imposes an unreasonable load, or circumvent any usage limits, rate limits, or access controls;
  • misrepresent your identity or affiliation, or use the Service for any fraudulent or deceptive purpose.

We may investigate suspected violations and may suspend or terminate access for conduct we reasonably believe violates these Terms or harms the Service, other users, or any third party.

6. Customer Content; your responsibilities

Ownership. As between you and us, you retain all rights, title, and interest in and to your Customer Content. We do not claim ownership of it.

License to operate the Service. You grant us a worldwide, non-exclusive, royalty-free license to host, store, copy, transmit, display, process, and create technical derivatives of Customer Content solely to the extent necessary to provide, secure, maintain, and improve the Service, to enable collaboration with the Client Contacts you designate, and as otherwise permitted in the Privacy Policy. This license ends when the Customer Content is deleted, except for residual copies in routine backups and as required by law.

Your representations. You represent and warrant that: (a) you own or have all rights, licenses, consents, and permissions necessary to upload Customer Content and to grant the license above; (b) Customer Content and its use through the Service do not infringe or violate any third-party right or any law; and (c) for any personal data within Customer Content (including the names, email addresses, and other details of your Client Contacts and their representatives), you have provided all required notices and have a valid legal basis and all consents required to upload, share, and process such personal data through the Service. You act as the controller of such personal data, and we act as your processor, as further described in the Privacy Policy and the Data Processing Addendum.

Responsibility for sharing. You alone decide which deliverables to share, with whom, and at what access role. Because Share Links allow access without login or authentication, anyone who obtains a Share Link — for example, if a recipient forwards, copies, screenshots, republishes, or otherwise discloses it, intentionally or not — may be able to access the corresponding deliverable version until the link is revoked. Once you distribute a Share Link, we cannot know, identify, or control who actually receives or accesses it. You are solely responsible for: (a) distributing Share Links only to intended recipients; (b) the conduct of those recipients and of anyone they in turn share with; and (c) revoking access when appropriate. You can revoke access at any time — individually for a specific recipient or link, or by deactivating the project or the client company (which revokes all related links), among other link-management controls provided by the Service. To the maximum extent permitted by law, we are not responsible or liable for any access, use, viewing, disclosure, distribution, copying, or misuse of Share Links or of any deliverable, content, or information accessed through them, nor for any resulting harm of any kind — including any loss of, or adverse impact on, your intellectual property, confidentiality, trade secrets, business, revenue, profits, goodwill, or reputation, or any third-party rights — whether arising from acts or omissions of you, your Users, your recipients, or any other person.

We have no obligation to monitor Customer Content but may remove or disable access to any content that we reasonably believe violates these Terms or the law, or in response to a valid legal request or infringement notice (see Section 11).

7. Client Contacts and Share Links

Client Contacts access the Service through Share Links without registering. They are not parties to these Terms, but their use of the Service is your responsibility and is subject to the acceptable-use rules in Section 5. Any feedback, comment, approval, selection, or other action submitted by a Client Contact is part of the Customer Content of the relevant Team.

8. Subscriptions, billing, taxes, and Merchant of Record

Plans and seats. Paid access is offered on a per-seat subscription basis. One seat corresponds to one active Team member. Current pricing and plan details are shown on our pricing page and at checkout. We may change pricing prospectively; changes will not affect the current paid billing period.

Merchant of Record. Our order process is conducted by our online reseller Paddle.com. Paddle.com is the Merchant of Record for all our orders. Paddle provides all customer service inquiries and handles returns. Payment processing, subscription billing, and tax collection are conducted by Paddle. When you purchase a subscription, you are contracting with Paddle for the payment transaction, and Paddle's buyer terms apply to that transaction (available at paddle.com/legal/checkout-buyer-terms). Paddle handles billing inquiries, invoices, payment methods, and tax (VAT/GST/sales tax) as the seller of record. We do not store your full payment card details.

Seat changes and proration. Adding a Team member (by invitation or by approving a join request) increases the seat count and, on a paid plan, results in an immediate prorated charge for the remainder of the then-current billing period; thereafter the recurring seat price applies at renewal. Removing a member decreases the seat count and may create a billing credit (account credit with Paddle) for the unused portion of the period. That credit is applied automatically to eligible future charges or invoices for the same customer; it is not a cash refund to your payment method. The Team is billed for all of its seats. Mid-cycle seat changes can still create charges or billing credits even if cancellation is already scheduled for the end of the period.

Billing credit vs refunds. "Billing credit" means a balance held by Paddle that reduces future amounts owed. It is distinct from a refund to your card or other payment method. Unused billing credit is generally not paid out in cash when you cancel, leave seats unused, or let a scheduled cancellation end the subscription without a further charge that would consume the credit, except where required by applicable law or under Paddle's buyer terms. We may show available credit and related notices in the Service; Paddle remains Merchant of Record for the balance.

Authorization. By subscribing, you authorize Paddle to charge your payment method on a recurring basis (for example, monthly) for the applicable fees, plus taxes, until the subscription is canceled. Subscriptions renew automatically unless canceled before the end of the then-current period.

Taxes. Prices may be exclusive of taxes. Any applicable taxes are determined and collected by Paddle as Merchant of Record.

Cancellation and refunds. You may cancel your subscription at any time; cancellation takes effect at the end of the current billing period, and you retain access until then. While cancellation is pending, mid-cycle charges (for example, adding seats) may still occur and may use billing credit. We offer a 30-day money-back guarantee on your initial subscription purchase: if you are not satisfied, you may request a full refund of that payment within 30 days of the order completion date by contacting info@upruve.com. Refunds to your payment method are processed by Paddle as Merchant of Record. After this 30-day period, and for subsequent renewal payments, fees charged to your payment method are non-refundable, and we do not provide cash refunds for partial periods, unused seats, unused features, or unused billing credit, except where required by applicable law or under Paddle's buyer terms. Seat-reduction billing credit (described above) may still apply to future invoices while the subscription remains billable; it is not a substitute for a cash refund. You acknowledge that you have 30 days from the order completion date to cancel or request a refund of your initial purchase. The free trial described in Section 9 lets you evaluate the Service before any payment. Manual refund requests outside the guarantee are considered case by case and, if granted, are processed by Paddle.

Non-payment. If a charge fails, we may suspend or restrict access after a grace period and may downgrade the Team to read-only access (see Section 14). Client Contact access to existing shared deliverables is generally not affected by your billing status.

9. Free trial

We may offer a free trial (for example, 30 days, no payment card required), beginning when a Team is created. The trial is per Team and is not personal to any individual; a Professional who joins another Team inherits that Team's billing status. At the end of the trial, continued use of paid features requires an active paid subscription; otherwise the Team may be limited to read-only access for Professionals. We may modify or discontinue trials at any time.

10. Third-party services and sub-processors

The Service relies on third-party providers to function, including for hosting and database (Supabase, Vercel), transactional email (Resend), website capture (ScreenshotOne), payments (Paddle), and analytics. These providers process data on our behalf as described in the Privacy Policy. Your use of the Service may also be subject to the terms of these providers. We are not responsible for third-party services we do not control, and the availability of the Service may depend on them.

11. Intellectual property; infringement notices

Our IP. The Service, including its software, design, user interface, trademarks, logos, and all related intellectual property, is and remains our property or that of our licensors. Except for the limited right to use the Service under these Terms, no rights are granted to you. The "Upruve" name and brand may not be used without our prior written permission.

Feedback. If you send us suggestions or feedback about the Service, you grant us a perpetual, irrevocable, worldwide, royalty-free license to use it without restriction or compensation.

Infringement notices. If you believe content on the Service infringes your intellectual property rights, send a notice to abuse@upruve.com identifying the content, your rights, and your contact information. We may remove or disable access to allegedly infringing content and may terminate repeat infringers.

12. Confidentiality

Each party may have access to the other's non-public information. Each party agrees to protect the other's confidential information with reasonable care and to use it only as necessary to perform under these Terms, except where disclosure is required by law. Customer Content is your confidential information.

13. Privacy and data protection

Our collection and use of personal data is described in our Privacy Policy, which is incorporated into these Terms by reference. For personal data that you upload and process through the Service as a controller, the Data Processing Addendum included in the Privacy Policy governs our role as your processor.

14. Term, suspension, and termination

These Terms apply for as long as you use the Service. You may stop using the Service and cancel your subscription at any time; cancellation takes effect at the end of the current billing period, and access continues until then (no refund for the remaining period unless required by law).

We may suspend or terminate your access immediately if: (a) you materially breach these Terms; (b) your use poses a security risk or may harm the Service or others; (c) required by law or a governmental authority; or (d) for non-payment after a grace period.

Read-only mode. When a Team's subscription is not active (expired trial, unpaid, or canceled at period end), we may restrict Professionals to read-only and "close-out" actions (such as viewing, resolving threads, revoking links, and deactivating projects) while preventing the creation of new content. Client Contact access to existing shared deliverables is not affected by billing status.

Effect of termination. Upon termination, your right to access the Service ends. You are responsible for exporting or saving any Customer Content you wish to retain before termination. After termination, we will delete or anonymize Customer Content as described in the Privacy Policy (subject to legal retention obligations and routine backup cycles). Sections that by their nature should survive termination (including Sections 6, 11, 12, 15, 16, 17, 19, and 22) will survive.

15. Disclaimers

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF HARMFUL COMPONENTS, OR THAT ANY DATA WILL BE ACCURATE OR PRESERVED WITHOUT LOSS. WE DO NOT WARRANT THE LEGAL EFFECT, ENFORCEABILITY, OR EVIDENTIARY VALUE OF ANY APPROVAL, SELECTION, FEEDBACK, OR OTHER RECORD GENERATED THROUGH THE SERVICE. YOU USE THE SERVICE AT YOUR OWN RISK. SOME JURISDICTIONS DO NOT ALLOW CERTAIN WARRANTY EXCLUSIONS, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU.

16. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

  • IN NO EVENT WILL WE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, DATA, OR BUSINESS, OR FOR THE COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATED TO THE SERVICE OR THESE TERMS, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
  • OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES YOU PAID FOR THE SERVICE (NET OF AMOUNTS PAID TO PADDLE AS TAXES) IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) USD 100.

These limitations apply even if a remedy fails of its essential purpose. Some jurisdictions do not allow certain limitations, so some of the above may not apply to you.

17. Indemnification

You will defend, indemnify, and hold harmless Upruve and its owner from and against any claims, damages, liabilities, losses, costs, and expenses (including reasonable legal fees) arising out of or related to: (a) your Customer Content; (b) your use of the Service or that of your Users or Client Contacts; (c) your violation of these Terms or any law; or (d) your violation of any third-party right, including any data-protection, privacy, or intellectual-property right.

18. Changes to the Service and to these Terms

We may update these Terms from time to time. If we make material changes, we will provide reasonable notice (for example, by posting the updated Terms with a new date or by email). Changes take effect when posted unless stated otherwise. Your continued use of the Service after changes take effect constitutes acceptance. If you do not agree, you must stop using the Service.

19. Governing law and jurisdiction

These Terms and any dispute arising out of or related to them or the Service are governed by the laws of the Argentine Republic, without regard to conflict-of-laws rules. You and we irrevocably submit to the exclusive jurisdiction of the ordinary national courts (justicia nacional ordinaria) of the City of Buenos Aires, Argentina, and waive any objection to venue there, except that we may seek injunctive relief in any court of competent jurisdiction to protect our intellectual property or confidential information.

20. Notices

We may give notices to you by email to the address associated with your account, by posting within the Service, or on this page. You must send legal notices to info@upruve.com; we will provide a postal address for formal service on request.

21. Force majeure

We will not be liable for any failure or delay caused by events beyond our reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, governmental action, internet or telecommunications failures, power outages, or failures or interruptions of third-party providers.

22. General

  • Entire agreement. These Terms and the documents referenced in them are the entire agreement between you and us regarding the Service and supersede any prior agreements.
  • Severability. If any provision is held unenforceable, the rest remains in effect and the unenforceable provision will be modified to the minimum extent necessary.
  • No waiver. Our failure to enforce any provision is not a waiver.
  • Assignment. You may not assign these Terms without our prior written consent. We may assign them in connection with a merger, acquisition, reorganization, or sale of assets, or to a future legal entity through which the Service is operated.
  • No third-party beneficiaries. There are no third-party beneficiaries to these Terms.
  • Relationship. The parties are independent contractors; these Terms create no agency, partnership, or joint venture.
  • Language. These Terms may be provided in English and Spanish. In the event of any conflict or inconsistency, the English version prevails.

23. Contact

Questions about these Terms: info@upruve.com.