1. Agreement to Terms

These Terms of Service ("Terms") govern your access to and use of the platform, applications, and services (collectively, the "Service") operated by Uptech Software LLC and any of its subsidiaries or affiliates ("Uptech," "we," "us," or "our"), accessible at uptechsoft.com and related domains, including without limitation, successor website(s) or application(s) thereto.  The terms “you,” “your” or “user” refers to you, the user. If you are using the Services on behalf of a business, association, or other entity, “you” or “your” will also refer to such business, association, or other entity, unless the context clearly dictates otherwise.

Please read these Terms of Service very carefully before accessing or using our Services. By using and/or continuing to use our Services, you acknowledge you have read and understand and agree to be bound by the Terms of Service, including those additional terms and conditions and policies referenced herein and/or available by hyperlink. Please print a copy of this agreement for your records. If you do not agree to all the terms and conditions of these Terms of Service, then you may not access or use any Services. If these Terms of Service are considered an offer, acceptance is expressly limited to these Terms of Service.

If you are using the Service on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms, and we may rely on such representation. If these Terms are considered an offer, acceptance is expressly limited to these Terms.

If you do not agree with all the terms and conditions of these Terms, then you may not access or use any part of the Service.

PLEASE READ THESE TERMS CAREFULLY. THEY CONTAIN AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS, INCLUDING LIMITATIONS ON LIABILITY AND A CLASS ACTION WAIVER.

To use the Service, you must be, and represent and warrant that you are, at least the age of majority in your state, province, or jurisdiction of residence. You warrant and represent that you (a) have all necessary rights, power, and authority to agree to these Terms and perform your obligations hereunder, and (b) nothing contained in these Terms or in the performance of such obligations will place you in breach of any other contract or obligation.

Please refer to our Privacy Policy for information about how we collect, use, store, and disclose your personal information.

2. Description of Service

Uptech provides a business-to-business (B2B) software-as-a-service platform for toll transaction processing, transponder management, violation management, fleet operations, and billing for fleet rental companies, various types of fleet owners and related organizations.

The Service is designed for use by authorized business users within client organizations. It is not intended for direct consumer use. Access is provided through login credentials issued by the subscribing organization or by Uptech on behalf of the subscribing organization.

We reserve the right to discontinue any aspect of the Service at any time without notice. We reserve the right, but are not obligated, to limit access to the Service to any person, geographic region, or jurisdiction, and we may exercise this right on a case-by-case basis in our sole discretion. All descriptions of the Service are subject to change at any time without notice, at our sole discretion.

3. Accounts and Access

Access to the Service requires an account. Accounts are provisioned by Uptech or by an authorized administrator within the subscribing organization.

(a)  You are responsible for maintaining the confidentiality of your login credentials.

(b)  You agree to notify Uptech immediately of any unauthorized use of your account.

(c)  Uptech reserves the right to suspend or terminate accounts that violate these Terms or that pose a security risk.

(d)  Each account is assigned to an individual user. Sharing of credentials between individuals is prohibited.

(e)  You acknowledge that you shall be held solely responsible and solely liable for anything that occurs in your account and any activity resulting from your account, whether or not authorized by you.

(f)  By accepting an account, you consent to receive electronic communications from Uptech (e.g., via email). These communications may include notices about your account (e.g., password changes and other transactional information) and are part of your relationship with us. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including, but not limited to, that such communications be in writing.

(g)  You must provide all equipment and software necessary to connect to the Service. You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing the Service.

4. Multi-Tenant Architecture and Data Isolation

The Service operates on a multi-tenant architecture where multiple customers share common infrastructure. Uptech uses commercially reasonable efforts to implement  technical and organizational measures designed to confirm  that each Customer's Data is logically isolated and inaccessible to other customers.

Uptech uses commercially reasonable efforts to enable measures that include, but are not limited to, row-level security at the database level, application-level access controls, role-based permissions, and audit logging.

Uptech will not access Customer Data except as necessary to provide the Service, to respond to support requests authorized by you , or as required by law.

5. Data Ownership

You  retain all right, title, and interest in and to your data ("Customer Data"). Customer Data includes, without limitation, toll transaction records, fleet data, rental agreement data, transponder records, violation records, and any other data submitted to the Service by you or on your behalf.

By using the Service, you grant Uptech a limited, non-exclusive, royalty-free, perpetual license to process the Customer Data for the purpose of providing and improving the Service. Uptech may derive and compile, either manually or automatically, anonymized and aggregated data related to the performance, operation, and use of the Service (“Statistical Information”), and use such Statistical Information for its business purposes, including operations management, research and development, and sharing with relevant parties. Uptech owns all rights in and to such Statistical Information.

Uptech will not sell, share, or distribute your Customer Data to third parties except as directed by you , as necessary to provide the Service (including interactions with toll authorities), or as required by law.

6. Intellectual Property

The Service, including all software, code, algorithms, data models, user interfaces, documentation, and related intellectual property and any other intellectual property provided by or on behalf of Uptech (collectively, the “Uptech Materials”), is and remains the exclusive property of Uptech.

These Terms do not grant you any ownership interest in the Service or any Uptech Materials. Uptech grants you receive a limited, non-exclusive, non-transferable, non-sublicensable, fully revocable license to use the Service during the term of their subscription agreement.

You agree not to reproduce, duplicate, copy, sell, resell, or exploit any portion of the Service, use of the Service, or access to the Service without express written permission from Uptech. All rights not expressly granted herein are reserved by Uptech, its affiliates, and licensors.

By sending Uptech any feedback, comments, questions, ideas, proposals, or suggestions concerning Uptech or the Service (collectively, “Feedback”), you (i) agree that Uptech is under no obligation of confidentiality with respect to the Feedback, (ii) acknowledge that Uptech may have something similar already under consideration or in development, and (iii) grant Uptech an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to use, make, have made, incorporate into the Service, modify, copy, display, perform, distribute, prepare derivative works, publish, and sublicense the Feedback, without any credit or compensation to you. This provision shall survive any termination of these Terms.

Certain content, products, and services available via the Service may include materials from third parties or provide you with access to third-party tools, products, and resources over which we neither monitor nor have any control. Third-party links on Uptech’s website or through the Services may direct you to third-party websites that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy of any third-party materials or websites. You acknowledge and agree that we provide access to such materials, products, websites, tools, and resources “as is” and “as available” without any warranties, representations, or conditions of any kind and without any endorsement. We shall not have any liability or responsibility arising from or relating to third-party materials, websites, tools, products, and resources.

7. Acceptable Use

You agree not to:

(a)  Use the Service for any purpose that is unlawful or otherwise prohibited by these Terms.

(b)  Attempt to gain unauthorized access to any part of the Service, other accounts, or systems connected to the Service.

(c)  Interfere with or disrupt the Service or servers or networks connected to the Service.

(d)  Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Service.

(e)  Use the Service to transmit any malware, viruses, or other harmful code.

(f)  Use automated tools (bots, scrapers, crawlers) to access the Service except through approved APIs.

(g)  Resell, sublicense, or provide access to the Service to any third party without prior written consent from Uptech.

(h)  Access or use the Service for the purpose of creating a product or service that is competitive with any of Uptech’s products or services.

(i)  Access the Service for purposes of monitoring its availability, performance, or functionality, or for any other benchmarking or competitive purposes.

8. Service Availability

Uptech will use commercially reasonable efforts to maintain the availability of the Service. However, the Service is provided on an “as-is” and “as-available” basis and Uptech does not guarantee uninterrupted or error-free operation. 

Occasionally there may be information on the Service that contains typographical errors, inaccuracies, or omissions. We reserve the right, without prior notice, to (i) correct any errors, inaccuracies, or omissions, and (ii) change or update information. We undertake no obligation to update, amend, or clarify information in the Service, except as required by law.

Uptech does not guarantee any specified uptime.  Planned maintenance windows may be communicated in advance when reasonably possible. Uptech reserves the right to perform emergency maintenance at any time without prior notice.

 You may be provided rental disclosures (the "Disclosures").  You acknowledges and agree that it is your sole responsibility to carefully review the Disclosures in their entirety. Your failure to review the Disclosures shall not relieve you of any obligations described therein. You expressly waive any right to assert a claim or defense based on a lack of knowledge of, or failure to receive adequate notice regarding, the terms and procedures set forth in the Disclosures. 

9. Payment Terms

Fees for the Service are set forth in the applicable subscription agreement or order form between Uptech and you. These Terms do not govern pricing.  Your failure to pay fees when due may result in suspension or termination of access to the Service.

10. Disclaimers and Limitation of Liability

YOU EXPRESSLY AGREE THAT THE USE OF, OR INABILITY TO USE, THE SERVICES IS AT YOUR SOLE RISK. TO THE EXTENT PERMITTED BY APPLICABLE LAW, COMPANY AND ITS OFFICERS, EMPLOYEES, DIRECTORS, SHAREHOLDERS, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS, AND LICENSORS DISCLAIM ALL WARRANTIES, CONDITIONS, AND REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, THOSE RELATED TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND THOSE ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.”. TO THE EXTENT PERMITTED BY APPLICABLE LAW, COMPANY AND ITS AFFILIATES MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE ACCURACY, COMPLETENESS, CURRENCY, OR SUITABILITY OF CONTENT AVAILABLE ON OR THROUGH THE SERVICES, OR THE CONTENT OF ANY THIRD-PARTY WEBSITES OR SERVICES LINKED TO OR INTEGRATED WITH OUR SERVICES. WE DO NOT REPRESENT OR WARRANT THAT (i) YOUR USE OF OUR SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (ii) ANY ERRORS IN THE SERVICE WILL BE CORRECTED, (iii) THE QUALITY OF THE SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU WILL MEET YOUR EXPECTATIONS, (iv) THE SERVICES WILL BE FREE OF ANY WORMS OR VIRUSES OR ANY CODE OF A MALICIOUS AND/ OR DESTRUCTIVE NATURE, (v) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, OR (vi) YOUR USE OF THE SERVICES WILL RESULT IN ANY BUSINESS RELATED IMPROVEMENTS OR OUTCOMES. 

COMPANY AND ITS AFFILIATES WILL HAVE NO LIABILITY FOR ANY: (i) ERRORS, MISTAKES OR INACCURACIES OF CONTENT; (ii) PERSONAL INJURY OR PROPERTY DAMAGE RESULTING FROM YOUR ACCESS TO OR USE OF THE SERVICES OR CONSUMPTION OF ANY CONTENT; (iii) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS OR OF ANY PERSONAL INFORMATION OR USER DATA; (iv) ANY INTERRUPTION OF TRANSMISSION TO OR FROM THE SERVICES; (v) ANY BUGS, VIRUSES, TROJAN HORSES OR THE LIKE WHICH MAY BE TRANSMITTED ON OR THROUGH THE SERVICES; (vi) ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED OR SHARED THROUGH THE SERVICES; OR (vii) LOSS OR DAMAGED CAUSED BY ANOTHER USER’S VIOLATION OF THESE TERMS OF SERVICE.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UPTECH SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL, ARISING OUT OF OR RELATED TO THE USE OF OR INABILITY TO USE THE SERVICE, WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE AND EVEN IF UPTECH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, IN NO EVENT SHALL THE MAXIMUM TOTAL LIABILITY OF UPTECH AND ITS AFFILIATES, FOR ANY CLAIMS ARISING OUT OF OR IN ANY WAY RELATED TO THESE TERMS OR THE ACCESS TO AND USE OF THE SERVICE, EXCEED THE THE TOTAL AMOUNT PAID BY YOU  TO UPTECH IN FEES OVER THE ONE (1) MONTH IMMEDIATELY PRECEDING THE CLAIM.

12. Indemnification

You agree to indemnify, defend, and hold harmless Uptech and its subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, and employees from and against any and all losses, claims, damages, judgments, demands, actions, proceedings, investigations (whether formal or informal), or expenses (including reasonable attorneys’ fees), or threats thereof, due to, arising out of, or relating to (a) your breach of these Terms or the documents they incorporate by reference, (b) your violation of any law or the rights of a third party, and/or (c) your use of the Service. Uptech reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you , in which event you will fully cooperate with Uptech in asserting any available defenses. This indemnification obligation shall survive any termination of these Terms.

13. Term and Termination

These Terms are effective from the date you first access the Service and continue until terminated. We are free to terminate (or suspend access to) your use of the Service (or any part thereof) or your account, for any reason in our sole discretion, without notice.

(a)  Either party may terminate the subscription in accordance with the applicable subscription agreement.

(b)  Uptech may suspend or terminate access immediately if you  breach these Terms.

(c)  Upon termination, your access to the Service will be disabled. Customer Data will be available for export for a period of thirty (30) days following termination, after which Uptech may delete Customer Data.

(d)  Provisions that, by their nature, should survive termination of these Terms shall survive termination. By way of example, but without limitation, all of the following will survive termination: any obligation you have to pay us or indemnify us, any limitations on our liability, terms regarding ownership or intellectual property rights, and dispute resolution provisions.

14. Modifications to Terms

Uptech reserves the right, at its sole discretion, to update, change, modify, or replace any part of these Terms by posting updates and changes to on its website. It is your responsibility to check the Uptech’s website regularly for changes to these Terms. Your continued use of or access to the Service following the posting of any changes to these Terms constitutes acceptance of those changes.

Continued use of or access to the Service following the posting of any changes to these Terms constitutes acceptance of those changes.

15. Governing Law and Dispute Resolution

These Terms and all disputes arising out of or relating to these Terms shall be governed by, construed, and enforced in accordance with the laws of the State of New York, without regard to its conflict of law principles.

Any dispute, claim, or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation, or validity thereof, or the use of the Service (collectively, “Disputes”) will be resolved solely by binding, individual arbitration and not in a class, representative, or consolidated action or proceeding. You and Uptech agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of this provision, and that you and Uptech are each waiving the right to a trial by jury or to participate in a class action. The arbitration will be conducted by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules then in effect. Each party shall bear its own costs and expenses of arbitration, including legal fees. This arbitration provision shall survive termination of these Terms.

CLASS ACTION WAIVER: YOU AND UPTECH AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if the parties’ Dispute is resolved through arbitration, the arbitrator may not consolidate another person’s claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. 

16. No Assignment

You may not assign these Terms to any other party. Uptech may assign these Terms or delegate any or all of its rights and responsibilities under these Terms to any third party, without notice to you.

17. Severability

In the event that any provision of these Terms is determined to be unlawful, void, or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed severed from these Terms. Such determination shall not affect the validity and enforceability of any other remaining provisions.

18. Waiver

No delay or omission by Uptech in exercising any rights or remedies hereunder shall impair such right or remedy or be construed as a waiver of any such right or remedy. Any single or partial exercise of a right or remedy by Uptech shall not preclude further exercise of any right or remedy. No waiver by Uptech shall be valid unless in writing signed by Uptech.

19. Entire Agreement and Headings

These Terms and any policies or operating rules posted by Uptech constitute the complete and exclusive agreement and understanding between you and Uptech related to the Service, and supersede any prior or contemporaneous agreements, communications, and proposals, whether oral or written, between you and Uptech; provided, however, these Terms shall not supersede any prior or contemporaneous agreements related to the Service mutually signed by you and Uptech (including any applicable subscription agreement or order form). Any ambiguities in the interpretation of these Terms shall not be construed against the drafting party. The headings used in these Terms are included for convenience only and will not limit or otherwise affect these Terms.

20. Contact Information

For questions about these Terms, please contact:

Uptech Software LLC

Email: [legal@uptechsoft.com]

Address: 3050 Biscayne Blvd Ste 400, Miami, FL, 33137