Effective Date: January 6, 2025
PLEASE READ THESE TERMS OF SERVICE CAREFULLY. BY ACCESSING OR USING THE UPBUOY WEBSITE, MOBILE APPLICATIONS, OR SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS AND ALL TERMS INCORPORATED BY REFERENCE. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT USE OUR SERVICES.
These Terms of Service ("Terms") govern your access to and use of the UpBuoy website ([YourMarketingSite.com]), mobile applications ("Apps"), and related pool service business management software and services (collectively, the "Services") provided by UpBuoy ("UpBuoy," "we," "us," or "our"). These Terms constitute a legally binding agreement between you (the "User," "you," or "your") and UpBuoy.
By creating an account, accessing, or using any part of the Services, you confirm that you have read, understood, and agree to be bound by these Terms. If you are using the Services on behalf of an entity or organization (e.g., your pool service company), you represent and warrant that you have the authority to bind that entity to these Terms, and "you" and "your" will refer to that entity.
UpBuoy provides a software platform designed to assist pool service professionals in managing their business operations, including but not limited to: customer relationship management, scheduling and routing, service tracking (chemical readings, dosages, checklists, photos), work order management, equipment tracking, shopping list management, billing and invoicing (including optional integrated payment processing via third-party providers like Stripe), customer communication tools (emails, texts, customer portal), reporting, and data management.
a. Eligibility: You must be at least 18 years old and capable of forming a binding contract to use the Services.
b. Registration: You agree to provide accurate, current, and complete information during the registration process and to update such information to keep it accurate, current, and complete.
c. Account Security: You are responsible for safeguarding your account password and any activities or actions under your account, whether or not you have authorized such activities. You agree to notify UpBuoy immediately of any unauthorized use of your account. UpBuoy cannot and will not be liable for any loss or damage arising from your failure to comply with this security obligation.
d. User Management: If you are an administrator for your company's account, you are responsible for managing user access (e.g., technicians, other admins) and ensuring their compliance with these Terms.
Subject to your compliance with these Terms, UpBuoy grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services solely for your internal business purposes related to pool service management.
a. Your Data: You retain ownership of all data you input into the Services, including information about your company, employees, customers, service records, billing information, etc. ("User Content").
b. License to UpBuoy: You grant UpBuoy a worldwide, non-exclusive, royalty-free license to use, process, transmit, store, and display User Content solely as necessary to provide, maintain, secure, and improve the Services, and as required by law or permitted by our Privacy Policy.
c. Responsibility for User Content: You are solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of all User Content. You represent and warrant that you have all necessary rights and consents (especially concerning your customers' data) to provide User Content to UpBuoy for use within the Services.
d. Privacy: Our collection and use of personal information within User Content is governed by our Privacy Policy, which is incorporated herein by reference.
e. Backup: While UpBuoy implements regular data backup procedures, you are responsible for maintaining your own backups of your User Content. UpBuoy is not liable for any loss or corruption of User Content.
a. Subscription Fees: Access to the Services requires payment of subscription fees based on the pricing plan you select (e.g., based on the number of serviced locations per month), as detailed on our Pricing Page. Fees are typically billed monthly in advance and are non-refundable except as expressly stated (e.g., 30-day money-back guarantee for new customers).
b. Payment Method: You must provide a valid payment method (e.g., credit card) for your subscription fees. You authorize UpBuoy (or its third-party payment processor) to charge your payment method for all applicable fees.
c. Usage-Based Fees: Certain features (e.g., Service Texts, UpBuoy Billing transaction fees) may incur additional usage-based fees as described on our Pricing Page or specific feature activation terms. These fees will be added to your regular subscription bill.
d. Billing Cycle: Your billing cycle begins on the date you sign up or convert from any trial/guarantee period.
e. Price Changes: UpBuoy reserves the right to change subscription fees upon reasonable prior notice (e.g., 30 days). Your continued use of the Services after the effective date constitutes acceptance of the new fees.
f. Taxes: All fees are exclusive of applicable taxes (like sales tax), which you are responsible for paying.
g. Non-Payment: Failure to pay fees may result in suspension or termination of your account access.
a. Third-Party Processor: UpBuoy utilizes Stripe, Inc. ("Stripe") as its third-party payment processor for handling customer payments made through UpBuoy Billing. By enabling UpBuoy Billing and connecting to Stripe, you agree to Stripe's terms of service (e.g., the Stripe Connected Account Agreement).
b. Your Responsibility: You are responsible for setting up and maintaining your Stripe connected account, including providing accurate banking and verification information required by Stripe. UpBuoy facilitates the transaction initiation but does not hold or transmit customer funds directly.
c. Transaction Fees: You agree to pay the applicable transaction fees for payments processed via UpBuoy Billing/Stripe, as outlined on our Pricing Page. These fees are typically deducted from the customer payment before payout.
d. Payouts: Payouts of customer funds (minus fees) to your designated bank account are handled by Stripe according to their payout schedules. UpBuoy is not responsible for payout timing or discrepancies handled solely by Stripe.
e. Disputes and Refunds: You are responsible for managing customer disputes (chargebacks) and initiating refunds through the UpBuoy interface, which interacts with Stripe's system. Chargeback fees imposed by Stripe may apply.
You agree not to use the Services to:
The Services, including the software, website, Apps, documentation, visual design, and underlying technology, are the exclusive property of UpBuoy and its licensors, protected by copyright, trademark, and other intellectual property laws. UpBuoy grants you only the limited license expressly stated in Section 4. You may not copy, modify, distribute, sell, lease, or reverse engineer any part of the Services.
The Services may integrate with or provide links to third-party websites or services (e.g., QuickBooks Online, Stripe, mapping services like Google Maps/Apple Maps). Your use of such third-party services is subject to their respective terms and privacy policies. UpBuoy is not responsible for the content, functionality, security, or practices of these third parties.
THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. UPBUOY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WHILE WE STRIVE FOR ACCURACY, UPBUOY DOES NOT WARRANT THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY DATA OR INFORMATION OBTAINED THROUGH THE SERVICES (INCLUDING ROUTE OPTIMIZATIONS OR CHEMICAL CALCULATIONS, WHICH ARE PROVIDED FOR INFORMATIONAL PURPOSES). YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL UPBUOY, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (a) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES; (b) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICES; (c) ANY CONTENT OBTAINED FROM THE SERVICES; OR (d) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, WHETHER OR NOT UPBUOY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
IN NO EVENT SHALL UPBUOY'S AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICES EXCEED THE GREATER OF ONE HUNDRED U.S. DOLLARS (USD $100) OR THE AMOUNTS PAID BY YOU TO UPBUOY FOR USE OF THE SERVICES DURING THE TWELVE (12) MONTHS PRIOR TO THE CLAIM ARISING.
You agree to defend, indemnify, and hold harmless UpBuoy, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms or your use of the Services, including, but not limited to, your User Content, any use of the Service's content, services, and products other than as expressly authorized in these Terms, or your use of any information obtained from the Services.
a. By You: You may terminate your account and these Terms at any time by canceling your subscription through the Account settings on the UpBuoy website or by contacting UpBuoy support. Termination will be effective at the end of your current billing cycle. No refunds are provided for partial months unless covered by the initial money-back guarantee.
b. By UpBuoy: UpBuoy may suspend or terminate your access to all or any part of the Services at any time, with or without cause, with or without notice, effective immediately, particularly if you breach these Terms or fail to pay applicable fees.
c. Effect of Termination: Upon termination, your right to use the Services will immediately cease. UpBuoy may delete your User Content shortly after termination, subject to its data retention policies and legal obligations. Sections related to Intellectual Property, Disclaimers, Limitation of Liability, Indemnification, and Governing Law shall survive termination.
These Terms shall be governed by and construed in accordance with the laws of the State of [Insert UpBuoy's State of Incorporation/Operation, e.g., Arizona], without regard to its conflict of law principles. Any legal suit, action, or proceeding arising out of, or related to, these Terms or the Services shall be instituted exclusively in the federal courts of the United States or the courts of the State of [Insert State] located in the County of [Insert County]. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
UpBuoy reserves the right, at its sole discretion, to modify or replace these Terms at any time. If a revision is material, we will provide at least 30 days' notice prior to any new terms taking effect (e.g., via email or a notice within the Services). What constitutes a material change will be determined at our sole discretion. By continuing to access or use our Services after any revisions become effective, you agree to be bound by the revised terms.
Entire Agreement: These Terms and our Privacy Policy constitute the entire agreement between you and UpBuoy regarding the Services and supersede all prior agreements or understandings.
Waiver: No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term.
Severability: If any provision of these Terms is held to be invalid or unenforceable, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions will remain in full force and effect.
Assignment: You may not assign or transfer these Terms, by operation of law or otherwise, without UpBuoy's prior written consent. Any attempt by you to assign or transfer these Terms without such consent will be null and void. UpBuoy may freely assign or transfer these Terms without restriction.
Notices: Any notices or other communications provided by UpBuoy under these Terms will be given: (i) via email; or (ii) by posting to the Services.
For specific terms related to text messaging services, including opt-in requirements and consent policies, please see our Text Messaging Terms.
If you have any questions about these Terms, please contact us at:
team@upbuoy.com
Disclaimer: This is a comprehensive draft based on common SaaS practices and UpBuoy's described features. Legal counsel experienced in software agreements MUST review and tailor this document to UpBuoy's specific business model, risk tolerance, and applicable laws. Specific clauses regarding data processing (especially customer data), liability limits, dispute resolution (arbitration vs. court), and jurisdictional requirements need careful legal consideration.