Terms of Use

1. Acceptance of Terms

By accessing or using the Upkeeply™ Residential LLC website, mobile application, and related services (collectively, the "Service"), you agree to be bound by these Terms of Use ("Terms"). If you do not agree to these Terms, you may not access or use the Service.

If you use the Service on behalf of a business or organization (including as a homeowner, vendor, realtor, auditor, broker, or other real estate professional), you represent and warrant that you have authority to bind that entity and that "you" refers to both you and that entity.

2. Eligibility and User Types

The Service is designed for:

• Homeowners
• Vendors (e.g., contractors, service providers)
• Realtors and brokerages
• Auditors and audit companies

You must be at least 18 years old and legally able to enter into a binding contract to use the Service. By registering, you represent that the information you provide is accurate and that you fit the applicable user type.

3. Account Registration, Security, and OTP Verification

To use certain features, you must create an account and complete any required one‑time password (OTP) or email verification steps. You agree to:

• Provide current, complete, and accurate information.
• Maintain and promptly update your information.
• Maintain the confidentiality of your login credentials.
• Notify us immediately of any unauthorized use of your account.

You are responsible for all activities occurring under your account.

4. Role‑Based Use of the Service

Your access and available features may depend on your role:

• Homeowners may manage properties, request services, and communicate with vendors, realtors, and auditors.
• Vendors may market services, receive job leads, schedule work, and communicate with homeowners and realtors.
• Realtors may manage listings, clients, and coordinate with homeowners, vendors, and auditors.
• Auditors may manage audit jobs, reports, and communication related to audits.

You agree to use the Service only in the manner consistent with your designated role and in compliance with these Terms.

5. License and Permitted Use

Subject to these Terms, Upkeeply Residential LLC grants you a limited, non‑exclusive, non‑transferable, revocable license to access and use the Service for your internal business or personal real estate‑related purposes.

You agree not to:

• Copy, modify, or create derivative works of the Service.
• Reverse engineer, decompile, or attempt to extract source code.
• Use automated means (scrapers, crawlers, bots) to access or harvest data.
• Circumvent any security or access controls.

6. Prohibited Conduct

You agree not to use the Service to:

• Violate any law, regulation, or third‑party rights.
• Post or transmit false, misleading, fraudulent, or deceptive information.
• Harass, threaten, or abuse other users.
• Send unsolicited or unauthorized advertising, promotions, or spam.
• Upload viruses, malware, or other harmful code.
• Misrepresent your identity, role, or affiliation (e.g., posing as a licensed realtor or auditor when you are not).

We may suspend or terminate your account if we believe you have violated these rules.

7. User Content and Property Information

You may submit content through the Service, including property details, photos, audit reports, service descriptions, messages, feedback, and other data ("User Content"). You retain ownership of your User Content, but you grant Upkeeply Residential LLC a worldwide, non‑exclusive, royalty‑free license to host, store, reproduce, modify, display, and use it as necessary to operate and improve the Service.

You represent and warrant that:

• You have all necessary rights to submit the User Content.
• Your User Content does not infringe any third‑party rights or laws.
• Any property, audit, or service information you provide is accurate to the best of your knowledge.

We may remove or disable access to User Content we believe violates these Terms.

8. Text Messaging (SMS) and Marketing Communications

8.1 Types of Text Messages

We may send text messages related to:

• Account verification and security (e.g., OTP codes).
• Appointment confirmations, reminders, and status updates.
• Service‑related notifications (job requests, audit updates, property status).
• Promotional and marketing messages about our products, features, and offers (if you opt in).

8.2 Obtaining Explicit Consent for Text Marketing

We will only send promotional or marketing text messages to you with your express consent. By providing your mobile number and explicitly opting in (for example, by checking an unchecked box labeled "I agree to receive marketing text messages from Upkeeply Residential LLC at the number provided," or clicking a button or link clearly labeled "Agree & Sign Up for Text Updates"), you consent to receive recurring marketing text messages at the mobile number you provide.

Your consent to receive marketing texts is not a condition of purchasing or using the core Service, and you may use the Service without agreeing to receive marketing texts.

8.3 Message Frequency and Carrier Disclaimers

Message frequency may vary based on your activity and preferences. Message and data rates may apply, and you are responsible for any charges from your mobile carrier. Carriers are not liable for delayed or undelivered messages.

8.4 Opting Out of Text Messages

You may opt out of marketing text messages at any time by:

• Replying "STOP" to any marketing text message, or
• Updating your communication preferences in your account settings.

After you opt out, we may still send you non‑marketing, transactional messages (e.g., OTPs, security alerts, appointment confirmations) that are necessary to provide the Service.

8.5 Updating Your Contact Information

You agree to keep your mobile number accurate and up‑to‑date. If you change or deactivate your number, you should promptly update your account so we do not send messages to the wrong number.

9. Fees, Payments, and Subscription Terms

Access to certain features may require a paid subscription or other fees. Specific pricing, billing cycles, and plan details will be presented to you separately within the Service or in an order form.

You agree to:

• Pay all applicable fees when due.
• Authorize us or our payment processor to charge your selected payment method.
• Be responsible for any taxes associated with your use of the Service.

We may change fees or plans from time to time, with notice as required by applicable law and your agreement.

10. Cancellation and Refund Policy

You may cancel your subscription at any time through your account settings or by contacting us. Upon cancellation:

• Continued Access: You will retain access to your paid subscription features until the end of your current billing period (monthly or annual).
• No Refunds: Subscription fees are non‑refundable. Once a payment has been processed for a billing period, no partial or full refunds will be issued, regardless of when you cancel during that period.
• Annual Subscriptions: If you have an annual subscription and cancel mid‑term, you will continue to have access until the end of your annual billing period. No prorated refunds will be provided for unused months.
• Monthly Subscriptions: If you have a monthly subscription and cancel, you will continue to have access until the end of your current monthly billing cycle. No refunds will be issued for the current or any prior months.
• Automatic Renewal: Unless you cancel before the end of your current billing period, your subscription will automatically renew, and you authorize us to charge your payment method for the renewal term.
• Exceptions: We may, at our sole discretion, offer refunds or credits in exceptional circumstances. Any such decision does not obligate us to provide the same consideration in the future.

11. Third‑Party Services and Links

The Service may integrate with or link to third‑party tools and websites (e.g., payment processors, calendar providers, marketing tools, MLS data sources). These third‑party services are subject to their own terms and privacy policies. Upkeeply Residential LLC is not responsible for third‑party services and does not endorse or control their content.

12. Intellectual Property

The Service, including all software, designs, text, graphics, logos, and other content (excluding User Content), is owned by Upkeeply Residential LLC or its licensors and is protected by copyright, trademark, and other intellectual property laws.

Except as expressly permitted, you may not:

• Copy, reproduce, distribute, or create derivative works of the Service.
• Use any of our trademarks, logos, or branding without our prior written consent.

13. Privacy

Your use of the Service is also governed by our Privacy Policy, which explains how we collect, use, and share personal information, including phone numbers used for OTP and text messaging.

14. Disclaimers

The Service is provided on an "AS IS" and "AS AVAILABLE" basis, without warranties of any kind, whether express or implied. To the fullest extent permitted by law, Upkeeply Residential LLC disclaims all warranties, including implied warranties of merchantability, fitness for a particular purpose, and non‑infringement.

We do not warrant that:

• The Service will be uninterrupted, secure, or error‑free.
• Any information (including property, service, or audit information) is complete, accurate, or up‑to‑date.
• Interactions or transactions between users (homeowners, vendors, realtors, auditors) will be successful or free from disputes.

15. Limitation of Liability

To the maximum extent permitted by law, Upkeeply Residential LLC and its officers, directors, employees, and affiliates will not be liable for:

• Any indirect, incidental, special, consequential, or punitive damages.
• Any loss of profits, revenue, data, or goodwill.

Our total liability for any claims arising out of or related to the Service will not exceed the greater of (a) the amount you paid Upkeeply Residential LLC in the 12 months preceding the event giving rise to the claim, or (b) $100.

Some jurisdictions do not allow certain limitations, so certain limitations may not apply to you.

16. Indemnification

You agree to indemnify, defend, and hold harmless Upkeeply Residential LLC from and against any claims, liabilities, damages, losses, and costs (including reasonable attorneys' fees) arising out of or related to:

• Your use of the Service.
• Your User Content.
• Your violation of these Terms or any applicable law.
• Any dispute or issue between you and any other user (homeowner, vendor, realtor, auditor).

17. Suspension and Termination

We may suspend or terminate your access to the Service at any time, with or without notice, if we believe you have violated these Terms or if we discontinue the Service.

Upon termination:

• Your right to use the Service will cease.
• We may delete or restrict access to your account and User Content, subject to applicable law and our policies.

18. Changes to the Service and Terms

We may modify or discontinue all or part of the Service at any time. We may also update these Terms from time to time. When we do, we will revise the "Last updated" date above and may provide additional notice as required by law. Your continued use of the Service after changes become effective constitutes your acceptance of the revised Terms.

19. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of Georgia, without regard to its conflict of laws principles.

Any dispute arising out of or relating to these Terms or the Service will be resolved through:

• Good‑faith negotiations, and if not resolved,
• Binding arbitration or court proceedings as specified in a separate dispute resolution clause.

20. General Provisions

• Entire Agreement: These Terms, together with our Privacy Policy and any other policies incorporated by reference, constitute the entire agreement between you and Upkeeply Residential LLC regarding the Service.
• Severability: If any provision is held invalid, the remaining provisions remain in full force and effect.
• Waiver: Our failure to enforce any provision is not a waiver of our right to do so later.
• Assignment: You may not assign these Terms or your account without our prior written consent. Upkeeply Residential LLC may assign these Terms in connection with a merger, acquisition, or sale of assets.