Terms of service

01

Agreement and order of precedence

An order form, statement of work, data processing agreement, or other written agreement signed by both parties may contain additional terms. If there is a conflict, the signed agreement controls for the subject it addresses, followed by the applicable order form, these terms, and the Documentation.

02

The service

Upscrape provides tools for requesting, collecting, normalizing, and delivering information from public websites, platforms, connected services, and other sources. The "Service" includes Upscrape websites, accounts, APIs, MCP tools, capabilities, documentation, support, and managed services identified in an order form.

"Documentation" means the schemas, capability descriptions, limits, and instructions we publish. We may enforce technical limits needed to operate, secure, and protect the Service.

03

Accounts and access

You must provide accurate account and billing information. You are responsible for protecting your account, API keys, OAuth grants, tokens, and other credentials, and for all activity through your account, including activity by employees, contractors, agents, applications, and end users.

Notify [email protected] promptly if you suspect unauthorized access. You may not share credentials outside your organization or expose secret credentials in public code or client-side applications. You must be legally capable of entering this agreement and at least 18 years old.

04

Customer inputs and outputs

"Customer Input" means queries, URLs, parameters, instructions, files, credentials, and other material you submit. "Output" means information returned in response. You retain your rights in Customer Input and grant us a non-exclusive, worldwide license to process it as needed to provide, maintain, secure, and support the Service, comply with law, and enforce these terms.

Subject to these terms and law, you may store, analyze, transform, combine, and use Output in workflows, reports, applications, and services for end users. We do not claim ownership of your original work created from Output. Output may contain third-party material, and Upscrape does not transfer ownership or grant a license in that material.

You are solely responsible for Customer Input, your use of Output, and every decision, publication, product, or action based on Output. You represent that you have all rights, permissions, notices, and lawful bases required for Customer Input and your use.

05

Third-party platforms and data

The Service may retrieve or process content from third-party websites and platforms. Unless expressly stated, Upscrape is not affiliated with, sponsored by, or endorsed by them. We do not control those sources or grant rights to their content, brands, databases, or services.

Third-party sources may be inaccurate, incomplete, outdated, unavailable, changed, restricted, or removed at any time. You are solely responsible for determining whether requests and use of Output comply with laws, contracts, platform terms, intellectual property rights, privacy rights, and other rights. Availability of a capability does not mean a particular use is lawful or authorized.

Rights concerns may be reported to [email protected]. We may restrict a capability, request, result, or account while reviewing a concern.

06

Acceptable use

You may not use, facilitate, or permit use of the Service to:

• violate law, a court order, contract, or third-party right;
• harass, stalk, threaten, discriminate against, exploit, or harm a person;
• conduct unlawful surveillance or process personal data without a lawful basis;
• send spam, deceptive communications, or malicious code;
• collect sensitive information without authorization;
• circumvent access controls, authentication, limits, or security measures;
• interfere with, overload, damage, probe, or gain unauthorized access to a system;
• reverse engineer non-public code, systems, or methods, except where law prohibits this restriction;
• sell, sublicense, rent, or redistribute access to the Service or credentials;
• resell substantial unmodified Output as a standalone dataset, data broker service, or competing API without written permission; or
• misrepresent the source, accuracy, ownership, or endorsement of Output.

You must implement reasonable safeguards for your use case and downstream users. We may investigate suspected misuse and cooperate with lawful requests.

07

Connected services and credentials

You may direct the Service to interact with third-party services or provide credentials for a source you are authorized to access. You represent that you have authority to connect each service, provide each credential, choose its permissions, and instruct the requested actions. You are responsible for activity through those connections and for third-party terms and charges.

Third-party services are not controlled by Upscrape. We are not responsible for their availability, security, behavior, data handling, or acts and omissions. We may disable a connection that creates legal, security, operational, or abuse risk.

08

Credits, fees, and billing

You agree to pay fees presented at purchase or stated in an order form. Capability pages and Documentation describe credit costs and charging conditions. The usage record maintained by the Service, including billing facts returned with a completed request, controls usage calculations.

Purchased pay-as-you-go credits do not expire, are non-transferable, have no cash value, and may be used only with the Service. Promotional, trial, referral, and other free credits expire 60 days after issuance unless an offer states an earlier date. Promotional credits may be revoked if obtained or used through fraud or abuse.

Except where required by law, purchases are final, non-cancellable, and non-refundable. We do not refund unused credits. If we confirm a duplicate charge, billing error, or failure to apply a completed purchase, we may correct it by restoring credits, issuing account credit, or refunding the erroneous amount. Report disputed charges to [email protected] within 30 days.

Fees exclude taxes and government assessments, which you are responsible for other than taxes on our net income. We may change prices prospectively. A recurring commitment, if offered, renews and may be cancelled as described at purchase or in its order form.

09

Availability and service changes

The Service depends on networks, infrastructure, third-party platforms, and public sources we do not control. Capabilities may become unavailable, return different fields, encounter blocking, or stop working without notice. We do not guarantee uptime, continuity, response time, source coverage, fields, records, or results unless a signed agreement expressly provides a service level.

We may add, change, restrict, suspend, or discontinue any part of the Service at any time. We are not liable for a change, interruption, degradation, or discontinuation of the Service or a third-party source. Preview, beta, trial, and evaluation features are provided for testing at your sole risk, without service levels, warranties, or liability.

10

Upscrape ownership and feedback

Upscrape and its licensors retain all rights in the Service, Documentation, software, interfaces, systems, designs, trademarks, and technology. No right is granted except the limited right to use the Service under these terms.

If you provide ideas or feedback, you grant us a perpetual, irrevocable, worldwide, royalty-free right to use and incorporate it without restriction or compensation. Feedback does not include Customer Input merely because the Service processes it.

11

Privacy and data processing

Our Privacy Policy describes how we process personal information. The Data Processing Agreement forms part of these terms when Upscrape processes Customer Personal Data on your behalf. You are responsible for required notices, consents, lawful bases, and instructions.

We may use service, usage, diagnostic, security, and billing information to operate, protect, support, measure, and improve the Service, and may use aggregated or de-identified information. Unless a signed agreement says otherwise, these terms create no confidentiality duties beyond the Privacy Policy, an applicable Data Processing Agreement, and law.

12

Suspension and termination

You may stop using the Service at any time. Account closure, cancellation, or non-use does not entitle you to a refund. We may limit, suspend, or terminate access immediately if we reasonably believe you breached these terms, created legal or security risk, failed to pay, caused harm, exposed credentials, triggered a third-party complaint, or exposed us or another person to liability.

We may also terminate an account or the Service for convenience. If access is terminated because of breach, fraud, abuse, chargeback, or unlawful conduct, unused credits may be forfeited. Payment, ownership, disclaimers, liability limitations, indemnification, governing law, and general terms survive termination.

13

Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE AND OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE." UPSCRAPE AND ITS AFFILIATES, LICENSORS, SUPPLIERS, AND SERVICE PROVIDERS DISCLAIM ALL EXPRESS, IMPLIED, STATUTORY, AND OTHER WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, QUIET ENJOYMENT, AND COURSE OF DEALING.

We do not warrant that the Service or Output will be uninterrupted, secure, timely, error-free, lawful for your use, compatible with your systems, accurate, complete, current, unique, or fit for a purpose. You must independently review and verify Output. The Service and Output are not professional advice.

14

Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, UPSCRAPE AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, LICENSORS, SUPPLIERS, AND SERVICE PROVIDERS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, BUSINESS, OPPORTUNITY, GOODWILL, USE, OR DATA, EVEN IF ADVISED THAT SUCH DAMAGES ARE POSSIBLE.

THEIR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICE, OUTPUT, OR THESE TERMS WILL NOT EXCEED THE GREATER OF US $100 OR THE FEES YOU PAID TO UPSCRAPE DURING THE SIX MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.

These limitations apply regardless of legal theory and even if a remedy fails of its essential purpose. They do not apply only to the extent law does not permit them.

15

Indemnification

You will defend, indemnify, and hold harmless Upscrape, Sylego LLC, and their affiliates, officers, directors, employees, contractors, licensors, suppliers, and service providers from claims, losses, liabilities, damages, judgments, costs, and expenses, including reasonable attorneys' fees, arising from your Customer Input, applications, end users, use of the Service or Output, breach of these terms, violation of law or a third-party right, or negligence, fraud, or willful misconduct.

We may control the defense and settlement of a covered claim. You will cooperate and may not settle in a way that admits fault by or imposes an obligation on Upscrape without written consent.

16

Governing law and disputes

These terms are governed by Wyoming law without regard to conflict-of-laws rules. Disputes must be brought exclusively in the state courts located in Sheridan County, Wyoming, or the United States District Court for the District of Wyoming. Each party consents to those courts and waives objections to venue.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY WAIVES ANY RIGHT TO A TRIAL BY JURY IN A DISPUTE ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE.

17

Changes to these terms

We may update these terms by posting a revised version and changing the effective date. We may provide additional notice of material changes through the Service or by email. Unless a later date is stated, updated terms take effect when posted. Continued use after they take effect constitutes acceptance. Changes do not apply retroactively to an existing dispute.

18

General terms

You may not assign these terms without our written consent. We may assign them in a merger, acquisition, reorganization, asset sale, or by operation of law. Neither party is liable for delay caused by events beyond reasonable control, except for payment obligations.

These terms and incorporated documents are the entire agreement about their subject. Failure to enforce a provision is not a waiver. If a provision is unenforceable, it will be modified to the minimum extent necessary and the rest remains effective. Notices may be sent to your account email or displayed in the Service. The parties are independent contractors.