Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") form a legal agreement between you and Upfit Technologies, LLC, a Missouri limited liability company ("UpfitTrack," "we," "us," or "our"), and govern your access to and use of the UpfitTrack mobile applications, websites (including upfittrack.com and any subdomains), and related services (collectively, the "Service").

By accessing the Service, joining the waitlist, creating an account, downloading our mobile app, or otherwise using the Service, you agree to be bound by these Terms and by our Privacy Policy. If you do not agree, do not use the Service.

2. Eligibility & Authority

You may only use the Service if you are at least eighteen (18) years old and able to form a binding contract. The Service is intended for professional, business use by upfitting shops, fleet operators, and authorized members of those organizations.

If you are using the Service on behalf of an organization (such as a shop, agency, or department), you represent and warrant that (a) you have authority to bind that organization to these Terms, and (b) the organization agrees to these Terms. In that case, "you" refers to both you individually and the organization.

3. Accounts

To use most features of the Service, you must create an account. You agree to:

• Provide accurate, current, and complete information.
• Keep your login credentials confidential and not share them with anyone outside your organization.
• Be responsible for all activity that occurs under your account.
• Notify us promptly at tech@upfittrack.com if you suspect any unauthorized access to your account.

Organization administrators may add, remove, manage, and audit users within their organization. Your access to the Service may depend on your role within your organization.

4. The Service

UpfitTrack provides software tools for managing vehicle upfitting workflows, including project management, build sheets, equipment records, wiring diagrams, service logs, and fleet records. We may add, change, or remove features at any time. We may also limit access to certain features based on your subscription plan or organizational role.

The Service is provided over the internet and depends on connectivity, third-party platforms (including Apple's iOS), and infrastructure providers. We do not guarantee that the Service will be uninterrupted or error-free.

5. License to Use UpfitTrack

Subject to your compliance with these Terms and timely payment of any applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service for your internal business purposes.

You agree not to:

• Copy, modify, distribute, sell, lease, or sublicense any part of the Service.
• Reverse engineer, decompile, or attempt to extract the source code of the Service, except where applicable law expressly permits.
• Use the Service to build or train a competing product.
• Scrape, harvest, or systematically extract data from the Service.
• Bypass, disable, or interfere with security or access controls.

6. Acceptable Use

You agree not to use the Service to:

• Violate any law, regulation, or third-party right.
• Upload or transmit any content that is unlawful, infringing, defamatory, or that you do not have the right to share.
• Upload viruses, malware, or any code intended to disrupt or damage the Service or any system.
• Attempt to gain unauthorized access to other accounts, organizations, or systems.
• Use the Service in a way that imposes an unreasonable load on our infrastructure.
• Misrepresent your identity, organizational role, or affiliation.

We may investigate and take action against any suspected violation, including suspending or terminating accounts.

7. Your Content

You retain ownership of the records, photos, vehicle information, and other content you submit to the Service ("Your Content"). By submitting Your Content, you grant UpfitTrack a worldwide, non-exclusive, royalty-free license to host, store, transmit, display, and process Your Content solely as needed to provide and improve the Service for you and your organization.

You are responsible for the accuracy, legality, and appropriateness of Your Content. You represent that you have all necessary rights, consents, and permissions to submit Your Content and to authorize us to use it as described above.

We do not claim ownership of Your Content, and we do not sell Your Content. Information about how we handle Your Content is described in our Privacy Policy.

8. Subscriptions & Billing

The Service is offered on a paid subscription basis. The plans, features, and prices available at the time of purchase will be presented to you before you complete the purchase.

Recurring billing

Subscriptions automatically renew at the end of each billing period (monthly, annually, or as otherwise stated) unless cancelled in accordance with these Terms or the applicable app-store rules. By starting a subscription, you authorize us, or the applicable app-store, to charge your selected payment method on a recurring basis.

Apple App Store subscriptions

If you purchase a subscription through the Apple App Store, billing, renewal, and cancellation are handled by Apple under your Apple ID. To manage or cancel an App Store subscription, use your Apple ID account settings. We do not have access to or control over Apple-managed billing.

Direct subscriptions

If you purchase directly from us, we may use a third-party payment processor. You authorize that processor to charge your payment method, and you agree to that processor's terms in addition to ours.

Taxes

Fees do not include taxes. You are responsible for any sales, use, value-added, or similar taxes that apply to your purchase, except taxes based on our net income.

Price changes

We may change subscription prices from time to time. We will give you reasonable advance notice of price changes. Your continued use of the Service after a price change takes effect is your acceptance of the new price.

9. Beta & Early Access

From time to time we may offer features, releases, or programs identified as "beta," "early access," "preview," or similar ("Beta Features"). Beta Features are provided "AS IS" for evaluation purposes, may be incomplete or unstable, and may be modified or discontinued at any time without notice.

Beta participants may be required to sign a separate beta or non-disclosure agreement. In case of conflict between that agreement and these Terms with respect to the Beta Features, the beta agreement controls.

10. Cancellation & Refunds

You may cancel your subscription at any time through your account settings or, for Apple App Store subscriptions, through your Apple ID. Cancellation stops future renewals; the Service remains available through the end of your current billing period.

Except where required by applicable law, fees already paid are non-refundable. For Apple App Store subscriptions, refund requests are handled by Apple under Apple's policies.

We may, in our discretion, issue refunds, discounts, or credits in particular cases. Doing so does not entitle you to a refund in the future under similar circumstances.

11. App Store Terms

The following applies if you obtain the UpfitTrack app from the Apple App Store. You acknowledge that:

• These Terms are between you and UpfitTrack only, not with Apple. UpfitTrack, not Apple, is solely responsible for the app and the Service.
• Apple has no obligation to provide maintenance or support for the app.
• If the app fails to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price (if any) for the app. To the maximum extent permitted by law, Apple has no other warranty obligation with respect to the app.
• UpfitTrack, not Apple, is responsible for addressing any product liability claims, claims that the app fails to conform to any applicable legal or regulatory requirement, and claims arising under consumer-protection or similar laws.
• UpfitTrack, not Apple, is responsible for the investigation, defense, settlement, and discharge of any third-party intellectual-property claim that the app or your use of it infringes that third party's intellectual-property rights.
• You represent that you are not located in a country subject to a U.S. Government embargo or designated as a "terrorist supporting" country, and that you are not on any U.S. Government list of prohibited or restricted parties.
• Apple and Apple's subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary.

12. Third-Party Services

The Service relies on third-party providers, including Google Firebase for hosting and infrastructure. The Service may also link to or interoperate with third-party products and services (such as equipment vendors, hardware integrations, or external systems). Third-party services are governed by their own terms and privacy policies, and we are not responsible for them.

13. Intellectual Property

UpfitTrack, the UpfitTrack logo, the look and feel of the Service, and all related software, design, text, graphics, and trademarks are owned by Upfit Technologies, LLC or its licensors and are protected by U.S. and international intellectual-property laws. Except for the limited license granted in Section 5, no rights in the Service are transferred to you.

"UpfitTrack" and the UpfitTrack logo are trademarks of Upfit Technologies, LLC. You may not use them without our prior written permission, except as part of normal, factual references to the Service.

14. Feedback

If you send us suggestions, ideas, bug reports, or feature requests ("Feedback"), you grant us a perpetual, irrevocable, worldwide, royalty-free license to use that Feedback for any purpose, including improving the Service, without obligation or attribution to you.

15. Suspension & Termination

You may stop using the Service at any time and may cancel your subscription as described in Section 10.

We may suspend or terminate your access to the Service, in whole or in part, at any time and without notice if we reasonably believe you have violated these Terms, if your use of the Service creates a security or legal risk, if you have failed to pay fees when due, or for any other reason in our reasonable discretion.

Upon termination, your right to use the Service immediately ends. Sections that by their nature should survive termination — including ownership, disclaimers, limitation of liability, indemnification, and dispute resolution — will survive.

Following termination, your data may be deleted in accordance with our data-retention practices described in our Privacy Policy. Where reasonably feasible, we will give organization administrators a reasonable opportunity to export their data before deletion.

16. Disclaimers

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UPFITTRACK DISCLAIMS ALL WARRANTIES, INCLUDING 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 THAT ANY DATA WILL BE ACCURATE, COMPLETE, OR PRESERVED. WIRING DIAGRAMS, BUILD SHEETS, AND OTHER REFERENCE MATERIALS PROVIDED THROUGH THE SERVICE ARE FOR INFORMATIONAL PURPOSES AND ARE NOT A SUBSTITUTE FOR PROFESSIONAL JUDGMENT, OEM DOCUMENTATION, OR APPLICABLE SAFETY STANDARDS.

17. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UPFITTRACK AND ITS OFFICERS, EMPLOYEES, AGENTS, AND AFFILIATES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITY, OR GOODWILL, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID TO US FOR THE SERVICE IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100.00).

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO SOME OF THESE LIMITATIONS MAY NOT APPLY TO YOU.

18. Indemnification

You agree to indemnify, defend, and hold harmless UpfitTrack and its officers, employees, agents, and affiliates from and against any third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to (a) your use of the Service in violation of these Terms or applicable law, (b) Your Content, or (c) your violation of any third-party right, including intellectual-property and privacy rights.

19. Governing Law & Disputes

These Terms are governed by the laws of the State of Missouri, U.S.A., without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

You and UpfitTrack agree that any dispute, claim, or controversy arising out of or related to these Terms or the Service will be brought exclusively in the state or federal courts located in the State of Missouri, and you and UpfitTrack consent to the personal jurisdiction of those courts.

To the maximum extent permitted by applicable law, you and UpfitTrack each waive any right to a jury trial and agree that any dispute will be resolved on an individual basis only and not as part of a class, collective, or representative proceeding.

20. Changes to These Terms

We may update these Terms from time to time. When we make material changes, we will update the "Last Updated" date at the top of this page and, where appropriate, notify you through the app, by email, or by another reasonable method. Your continued use of the Service after the effective date of an updated version constitutes acceptance of the changes. If you do not agree to the updated Terms, you must stop using the Service.

21. Miscellaneous

Entire agreement. These Terms, together with the Privacy Policy and any other agreements expressly referenced (such as a Beta Tester Agreement or order form), are the entire agreement between you and UpfitTrack regarding the Service and supersede any prior agreements on the same subject.

No waiver. Our failure to enforce any provision of these Terms is not a waiver of that provision.

Severability. If any provision of these Terms is held invalid or unenforceable, the remaining provisions will remain in full force.

Assignment. You may not assign or transfer these Terms without our prior written consent. We may assign these Terms freely, including in connection with a merger, acquisition, or sale of assets.

Notices. We may give notices to you by email, in-app message, or by posting on the Service. You may give notices to us by emailing tech@upfittrack.com.

Force majeure. We are not liable for any failure or delay in performance caused by circumstances beyond our reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, infrastructure failures, or government actions.

22. Contact Us

If you have questions about these Terms, contact us at: