Terms of Service

1. Acceptance of Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("you," "your," or "User") and Staiup Inc. ("Staiup," "we," "us," or "our") governing your access to and use of the staiup.com website, applications, autonomous business management agents, and all related services (collectively, the "Service").

By creating an account, accessing, or using the Service in any manner, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. If you do not agree to these Terms, you must not access or use the Service.

You represent that you are at least 18 years of age and have the legal capacity to enter into binding agreements. If you are using the Service on behalf of a business entity, you represent that you have the authority to bind that entity to these Terms.

2. Description of Service

Staiup provides an autonomous business management platform that includes, but is not limited to:

• Autonomous business management agents that can perform tasks on your behalf
• Social media management and content creation tools
• Marketing campaign planning and execution
• Financial data aggregation and business analytics
• File management and document organization
• Calendar and scheduling tools
• Integration with third-party platforms and services

We reserve the right to modify, suspend, or discontinue any part of the Service at any time, with or without notice. We will make reasonable efforts to notify you of material changes that may affect your use of the Service.

3. Autonomous Agent Disclaimer and Assumption of Risk

IMPORTANT: PLEASE READ THIS SECTION CAREFULLY. IT CONTAINS CRITICAL INFORMATION ABOUT YOUR RESPONSIBILITIES AND ASSUMPTION OF RISK WHEN USING OUR AUTONOMOUS BUSINESS MANAGEMENT AGENTS.

3.1 Nature of Autonomous Agents

The Service includes autonomous agents that can take actions on your behalf, including but not limited to posting content to social media, creating marketing campaigns, managing files, generating business recommendations, and interacting with connected third-party platforms. These agents are automated tools and are not professional advisors of any kind.

3.2 Agents Are Not Professional Advisors

The autonomous agents provided through the Service are not, and should not be considered as, a substitute for professional advice. Specifically, our agents are:

• Not legal advisors. Agent outputs do not constitute legal advice and should not be relied upon for legal decisions.
• Not financial advisors. Agent outputs do not constitute financial, investment, or tax advice. You should consult qualified financial professionals before making financial decisions.
• Not accountants. Agent outputs related to financial data, bookkeeping, or tax matters are for informational purposes only and should not be relied upon for accounting purposes.
• Not marketing professionals. While agents may create and manage marketing content, the outputs may not comply with all applicable advertising laws, platform policies, or industry regulations in your jurisdiction.
• Not business consultants. Agent recommendations and strategies are generated by automated systems and may not account for all relevant factors specific to your business.

3.3 Full Assumption of Risk

BY USING THE SERVICE, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT:

• You accept ALL risk for any actions taken by the autonomous agents on your behalf, including actions that may result in negative business outcomes, financial loss, reputational damage, regulatory violations, or any other adverse consequences.
• You are fully and solely responsible for all business decisions made based on, or influenced by, agent recommendations, outputs, content, or actions. This includes, without limitation, decisions regarding marketing strategy, content publication, financial management, and business operations.
• Staiup is not liable for any negative business outcomes, financial losses, missed opportunities, data inaccuracies, reputational harm, legal consequences, or any other damages resulting from the actions, recommendations, or outputs of our autonomous agents.
• Agent outputs are provided "as is" without any guarantee of accuracy, completeness, timeliness, reliability, or fitness for any particular purpose.
• You have a duty to review all agent outputs and actions before they take effect or are relied upon, where the Service provides the ability to review.

3.4 Duty to Cease Use

If at any point you have concerns about the impact of autonomous agent actions on your business, finances, reputation, or any other aspect of your affairs, you must immediately stop using the Service and disconnect all third-party integrations. Continued use of the Service after becoming aware of adverse outcomes constitutes your acceptance of the risk of further adverse outcomes.

3.5 No Guarantees

We make no representations or warranties, express or implied, regarding the accuracy, completeness, reliability, or suitability of any agent outputs, recommendations, or actions. We do not guarantee any specific business results, revenue increases, follower growth, engagement improvements, or any other outcomes from using the Service.

4. User Accounts

4.1 Account Registration

To use the Service, you must create an account by providing accurate, complete, and current information. You are responsible for maintaining the accuracy of your account information and must promptly update it if it changes.

4.2 Account Security

You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to immediately notify us of any unauthorized use of your account. Staiup is not liable for any loss or damage arising from your failure to protect your account credentials.

4.3 Account Termination

We reserve the right to suspend or terminate your account at any time, with or without cause, and with or without notice, including but not limited to cases where we reasonably believe you have violated these Terms. Upon termination:

• Your right to access and use the Service will immediately cease
• All autonomous agent operations will be stopped
• Connected third-party integrations will be disconnected
• Your data will be handled in accordance with our Privacy Policy
• You remain responsible for any fees incurred prior to termination

You may terminate your account at any time through your account settings or by contacting us at support@staiup.com.

5. User Responsibilities and Acceptable Use

You agree to use the Service only for lawful purposes and in accordance with these Terms. You agree not to:

• Use the Service to violate any applicable local, state, national, or international law or regulation
• Use the agents to generate, distribute, or promote content that is illegal, harmful, threatening, abusive, defamatory, obscene, or otherwise objectionable
• Attempt to gain unauthorized access to the Service, other accounts, or any related systems or networks
• Use the Service to infringe upon the intellectual property rights of any third party
• Use the Service to send unsolicited commercial messages (spam) or engage in deceptive marketing practices
• Reverse engineer, decompile, or disassemble any part of the Service
• Use automated scripts, bots, or other means to access or interact with the Service outside of the provided interface
• Resell, sublicense, or redistribute the Service or any agent outputs to third parties without our written consent
• Use the Service in a manner that could overload, impair, or interfere with the Service or its infrastructure

6. Intellectual Property

6.1 Staiup's Intellectual Property

The Service, including its software, design, text, graphics, logos, icons, agent algorithms, and all other content and materials, is the property of Staiup or its licensors and is protected by copyright, trademark, and other intellectual property laws. You are granted a limited, non-exclusive, non-transferable, revocable license to use the Service in accordance with these Terms.

6.2 Your Content

You retain ownership of all content, data, and materials that you upload, create, or provide through the Service ("User Content"). By providing User Content, you grant Staiup a worldwide, non-exclusive, royalty-free license to use, process, store, and display your User Content solely for the purpose of providing and improving the Service.

6.3 Agent-Generated Content

Content generated by our autonomous agents on your behalf ("Agent Content") is provided to you for your use. You are solely responsible for reviewing, approving, and publishing any Agent Content. You acknowledge that Agent Content is generated by automated systems, may not be unique, and similar content may be generated for other users. Staiup does not claim ownership of Agent Content published by you, but we retain the right to use anonymized and aggregated data derived from agent operations to improve the Service.

7. Payment Terms

7.1 Fees and Billing

Certain features of the Service require a paid subscription. All fees are as described on our pricing page or as otherwise communicated to you at the time of purchase. Payments are processed securely through Stripe. By providing payment information, you authorize us to charge the applicable fees to your chosen payment method.

7.2 Subscription Renewal

Paid subscriptions automatically renew at the end of each billing period unless you cancel before the renewal date. You may cancel your subscription at any time through your account settings. Cancellation takes effect at the end of the current billing period, and you will retain access to paid features until that date.

7.3 Refunds

All fees are non-refundable except as expressly stated in these Terms or as required by applicable law. If you believe you have been charged in error, please contact us at billing@staiup.com within 30 days of the charge.

7.4 Price Changes

We reserve the right to change our fees at any time. We will provide at least 30 days' notice before any price increase takes effect for existing subscribers. Your continued use of the Service after a price change constitutes your acceptance of the new fees.

8. Third-Party Integrations

The Service allows you to connect with third-party platforms and services (including but not limited to social media platforms, financial institutions, advertising networks, and calendar services). Your use of these third-party services is subject to their own terms of service and privacy policies.

Staiup is not responsible for the availability, accuracy, or reliability of any third-party services, or for any actions taken by those services. You acknowledge that connecting third-party accounts authorizes our agents to interact with those platforms on your behalf, and you accept full responsibility for any consequences of such interactions.

We are not liable for any loss, damage, or disruption caused by changes to third-party APIs, service outages, policy changes, or account suspensions imposed by third-party platforms.

9. Service Availability

We strive to provide reliable and uninterrupted access to the Service, but we do not guarantee any specific level of uptime or availability. The Service may be temporarily unavailable due to maintenance, updates, technical issues, or circumstances beyond our control.

Staiup shall not be liable for any loss or damage resulting from Service interruptions, downtime, or unavailability, including but not limited to missed social media posts, delayed marketing campaigns, or failed agent operations.

10. Indemnification

You agree to indemnify, defend, and hold harmless Staiup Inc., its officers, directors, employees, agents, and affiliates from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or in any way related to:

• Your use of the Service, including any actions taken by autonomous agents on your behalf
• Any content published, distributed, or created through the Service or by agents acting on your behalf
• Your violation of these Terms or any applicable law or regulation
• Your violation of any rights of any third party, including intellectual property, privacy, or publicity rights
• Any business decisions made based on agent recommendations, outputs, or actions
• Any claims by third parties (including customers, partners, regulatory bodies, or social media platforms) arising from the actions of agents operating under your account
• Your failure to comply with applicable advertising, marketing, or data protection laws in connection with agent-generated content or actions

This indemnification obligation shall survive the termination of your account and these Terms.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

• STAIUP, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AFFILIATES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITIES, GOODWILL, OR REPUTATION, REGARDLESS OF THE CAUSE OF ACTION OR THE THEORY OF LIABILITY, EVEN IF STAIUP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
• IN NO EVENT SHALL STAIUP'S TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS EXCEED THE GREATER OF (A) THE TOTAL AMOUNT YOU HAVE PAID TO STAIUP IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (B) ONE HUNDRED DOLLARS ($100.00 USD).
• STAIUP SHALL NOT BE LIABLE FOR ANY DAMAGES, LOSSES, OR COSTS ARISING FROM THE ACTIONS, OUTPUTS, RECOMMENDATIONS, OR ERRORS OF AUTONOMOUS AGENTS, INCLUDING BUT NOT LIMITED TO INCORRECT CONTENT, UNAUTHORIZED POSTS, INACCURATE FINANCIAL DATA, FAILED CAMPAIGNS, OR ANY OTHER AGENT OPERATION.

Some jurisdictions do not allow the exclusion or limitation of certain damages. In such jurisdictions, our liability shall be limited to the maximum extent permitted by applicable law.

12. Disclaimer of Warranties

THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY LAW, STAIUP DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

WITHOUT LIMITING THE FOREGOING, STAIUP DOES NOT WARRANT THAT:

• THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS
• THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE
• THE RESULTS OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE, RELIABLE, OR COMPLETE
• ANY AGENT OUTPUTS, RECOMMENDATIONS, OR ACTIONS WILL BE ACCURATE, APPROPRIATE, OR BENEFICIAL
• ANY ERRORS IN THE SERVICE WILL BE CORRECTED

13. Dispute Resolution

13.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law provisions.

13.2 Arbitration Agreement

Any dispute, controversy, or claim arising out of or relating to these Terms or the Service shall be resolved by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules. The arbitration shall be conducted in English and shall take place in Wilmington, Delaware, or at a mutually agreed location. The arbitrator's decision shall be final and binding, and judgment on the award may be entered in any court having jurisdiction.

13.3 Class Action Waiver

YOU AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION AGAINST STAIUP.

13.4 Exceptions

Notwithstanding the above, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of intellectual property rights.

14. Modifications to Terms

We reserve the right to modify these Terms at any time. When we make material changes, we will notify you by posting the updated Terms on this page and updating the "Last updated" date. We may also provide additional notice through email or an in-app notification for significant changes.

Your continued use of the Service after the effective date of any modifications constitutes your acceptance of the updated Terms. If you do not agree to the modified Terms, you must stop using the Service and terminate your account.

15. General Provisions

15.1 Entire Agreement

These Terms, together with our Privacy Policy and Cookie Policy, constitute the entire agreement between you and Staiup regarding the Service and supersede all prior and contemporaneous agreements, representations, and understandings.

15.2 Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. The invalid or unenforceable provision shall be modified to the minimum extent necessary to make it valid and enforceable.

15.3 Waiver

The failure of Staiup to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision. Any waiver of any provision of these Terms shall be effective only if in writing and signed by Staiup.

15.4 Assignment

You may not assign or transfer your rights or obligations under these Terms without our prior written consent. Staiup may assign its rights and obligations under these Terms without your consent in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets.

15.5 Force Majeure

Staiup shall not be liable for any failure or delay in performing its obligations under these Terms due to circumstances beyond its reasonable control, including but not limited to natural disasters, wars, terrorism, riots, government actions, power failures, internet disruptions, or pandemics.

16. Contact Information

If you have any questions or concerns about these Terms, please contact us at: