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Terms of Service

Last updated: [EFFECTIVE DATE]

DRAFT. NOT YET REVIEWED BY COUNSEL. DO NOT PUBLISH UNTIL A LICENSED ATTORNEY HAS REVIEWED IT. Bracketed items like [THIS] are placeholders. See NOTES.md.

These Terms of Service ("Terms") are a binding agreement between you and [COMPANY LEGAL NAME], LLC, a [STATE] limited liability company ("Upbee," "we," "us," or "our"). They govern your use of the Upbee assistant, our websites (including upbee.ai), the messaging threads you have with Upbee, and every related feature and service (together, the "Service").

Please read these Terms carefully. They include:

  • An agreement to resolve disputes by binding individual arbitration and a waiver of class actions and jury trials (Section 23). You can opt out of arbitration within 30 days. Small-claims court is always available.
  • Automatic renewal terms (Section 11). Paid plans renew automatically until you cancel. You can cancel at any time by texting CANCEL, through your billing page, or by emailing us.
  • Important limits on what AI can do (Section 5). Upbee is an AI. It can be wrong. It isn't a professional advisor or an emergency service.
  • SMS and messaging terms (Section 10). These explain how Upbee texts you and how to stop it (text STOP).

By texting Upbee, creating an account, checking a box or clicking a button that references these Terms, or otherwise using the Service, you agree to these Terms and to our Privacy Policy at [upbee.ai/privacy]. If you don't agree, don't use the Service.

The short version

This summary is for convenience only. The full Terms below control.

  • You must be 18 or older and in the United States.
  • Upbee is an AI assistant, not a person. It may make mistakes. Double-check anything important.
  • Upbee never sends a message, email, booking or purchase for you without your explicit YES. You're responsible for what you approve.
  • Upbee remembers things about you so it can help. You can see what it knows ("what do you know about me") and delete it ("forget that," "forget everything").
  • Upbee texts you first (for example, a morning brief or a reminder). Text STOP to stop all messages, HELP for help.
  • Paid plans auto-renew. Text CANCEL to cancel. We'll remind you before a free trial ends.
  • We don't sell your data or use it for ads, and we don't use your conversations to train AI models.
  • Disputes go to individual arbitration, unless you opt out within 30 days or use small-claims court.

1. Who we are and what these Terms cover

1.1 The operator. The Service is operated by [COMPANY LEGAL NAME], LLC, [ADDRESS]. You can reach us at support@upbee.ai.

1.2 Other terms. Some features have additional terms that we'll show you when you use them, such as a referral or affiliate program, a beta program, or a specific promotion ("Additional Terms"). Additional Terms become part of these Terms for that feature. If they conflict with these Terms, the Additional Terms control for that feature only.

1.3 Privacy. Our Privacy Policy explains how we collect, use and share your information. It's part of these Terms.

2. Eligibility

2.1 Age. You must be at least 18 years old, and old enough to form a binding contract where you live, to use the Service. The Service is not for anyone under 18. By using it, you confirm that you meet this requirement. If we learn or reasonably believe that a user is under 18, we will close the account and delete the associated data as described in our Privacy Policy.

2.2 United States only. The Service is currently offered only to people located in the United States with a U.S. mobile phone number. We may refuse, limit or end service to numbers, payment methods or locations outside the United States.

2.3 Other requirements. You may not use the Service if (a) we have previously banned you or closed your account for violating these Terms, (b) you are barred from receiving services under U.S. law, including because you are on a U.S. government sanctions or restricted-party list, or (c) your use would violate applicable law.

2.4 Personal use. The Service is for your personal, non-commercial use. You may use it to handle your own work tasks (for example, reminders about meetings), but you may not resell it, offer it as a service to others, or use it to run a business messaging program.

3. Your account and phone number

3.1 Your phone number is your account. Your account is tied to the mobile phone number you use to text Upbee, and to the email address you give us at checkout (if any). You must use a phone number that belongs to you or that you are authorized to use. You confirm that the information you give us is accurate, and you'll keep it up to date.

3.2 Keep your phone and links secure. Anyone who can send texts from your phone, or who has a sign-in link we sent you, may be able to access your account, your memory and your connected services. You're responsible for keeping your device, your messaging accounts and our sign-in links secure, and for activity in your account that results from a failure to do so. Tell us right away at support@upbee.ai if you think someone has accessed your account without permission.

3.3 Changing or losing your number. If you change phone numbers, lose control of your number, or cancel your mobile service, tell us as soon as possible so we can move or close your account. Mobile carriers reassign numbers. If you don't tell us, the next person to receive your old number could receive messages intended for you. For your protection, we move an account to a new number only after verifying you through the email address on file or another method we choose. A text message alone isn't enough.

3.4 One person per account. Accounts are personal and can't be shared, sold or transferred. On a Family plan, each adult has their own account (see Section 9).

4. How Upbee works

4.1 What Upbee is. Upbee is an AI-powered personal assistant that you use by text message, through iMessage, SMS, MMS, RCS and any other channels we support from time to time. You can text it requests, questions, photos, screenshots, documents and voice notes. Depending on your plan and the features you turn on, Upbee can answer questions, set reminders, keep lists, read photos and screenshots, manage calendar items, prepare drafts, send messages and emails for you after you approve them, find places and prepare booking links, and send you proactive messages such as a morning brief.

4.2 Upbee is an AI, not a person. You are interacting with an artificial intelligence system. Upbee may be designed to write in a friendly, conversational way, but it is not a human, and it will tell you it's an AI whenever you ask. Upbee's responses are generated by AI models, some of which are provided by third parties (see our Privacy Policy). People at Upbee don't write Upbee's replies to you.

4.3 What Upbee can do today. We publish a list of Upbee's current capabilities at [upbee.ai/can-do], and you can text WHAT CAN YOU DO to get it in your thread. Features described as "coming soon," "rolling out," "beta" or similar may not be available to you yet, may be offered only to some users, and may change or be withdrawn. We don't charge you for features that aren't available. Plan prices reflect the features available when you buy.

4.4 Changes to the Service. We are constantly improving Upbee. We may add, change or remove features, change which AI models we use, change the messaging channels and phone numbers Upbee uses, and change limits. If we make a change that materially reduces the core features of a paid plan you've already paid for, we'll tell you in advance where practical, and you may cancel and request a prorated refund of the unused portion of your prepaid period.

4.5 Messaging platforms aren't ours. iMessage, SMS, RCS and other messaging channels are operated by third parties such as Apple, mobile carriers and messaging providers. Upbee is not affiliated with, endorsed by or sponsored by Apple Inc. iMessage is a trademark of Apple Inc. We don't control these platforms. They may delay, filter, block or fail to deliver messages, or change or stop supporting the way we connect to them. If that happens, we may need to message you from a different number or a different channel (for example, SMS instead of iMessage), and some features may be temporarily or permanently unavailable. We'll try to tell you when that happens.

4.6 Availability. We aim to keep Upbee running smoothly, but we don't promise that the Service will be available at any particular time, uninterrupted, or error-free. Reminders and scheduled messages can be delayed or fail because of carrier, platform or technical issues. Don't rely on Upbee as your only reminder for anything where a missed or late message could cause serious harm, such as taking medication, legal or court deadlines, or safety-critical tasks.

5. AI output and important limitations

5.1 AI can be wrong. Upbee's responses, summaries, drafts, extracted dates and times, suggestions, recommendations and other outputs ("Output") are generated by AI and may be inaccurate, incomplete, out of date, offensive or inappropriate for your situation. AI may "hallucinate," which means stating something false with confidence. Upbee may misread a photo or screenshot, get a date, time or time zone wrong, mix up people, or misunderstand what you asked. Output may be similar to output that other users receive.

5.2 Check before you rely on it. You are responsible for evaluating Output, including reviewing every read-back before you approve an action. Before relying on Output for anything important, verify it independently, including names, phone numbers, email addresses, dates, times, amounts, addresses, business hours, prices and availability.

5.3 Not professional advice. Upbee is a general-purpose personal assistant. It is not a doctor, therapist, counselor, lawyer, accountant, financial advisor or other licensed professional, and nothing it says is professional advice. Don't use the Service as a substitute for advice from a qualified professional. Upbee is not a medical device and does not diagnose, treat or prevent any condition.

5.4 Not an emergency service. If you're in crisis, get help now. Upbee is not monitored by humans in real time and cannot contact emergency services for you. If you are in danger or having a medical emergency, call 911. If you are thinking about suicide or self-harm, or are worried about someone else, call or text 988 (the Suicide & Crisis Lifeline) or text HOME to 741741. If Upbee detects messages that suggest a risk of self-harm, it may respond with crisis resources instead of continuing the conversation. Our crisis-response protocol is published at [upbee.ai/safety].

5.5 Not a companion or substitute for human relationships. Upbee is designed to help you get things done. It does not have feelings, isn't your friend in the human sense, and isn't a replacement for relationships with real people or for professional support.

5.6 Recommendations and third-party information. When Upbee suggests places, products, events, restaurants, rides, tickets or services, those suggestions come from AI and third-party data sources. We don't endorse, verify or guarantee any third party, its offerings, its prices or its availability. Unless we clearly tell you otherwise, we aren't paid to recommend specific businesses. If that changes, we'll disclose it.

5.7 Using Output. You may use Output for any lawful purpose consistent with these Terms. But you may not (a) represent that Output was written by a human when it wasn't, where that would be misleading, (b) use Output to develop AI models that compete with the Service, or (c) use Output in a way that violates Section 14.

6. Memory and your profile

6.1 Upbee remembers. To be useful, Upbee keeps a private profile and memory about you ("Memory"), built from your conversations and, if you connect them, your connected services. Memory can include people you mention, your preferences, routines, plans, goals, open to-dos and how you like to communicate. Our Privacy Policy explains what we store and for how long.

6.2 You control your Memory. You can:

  • text "what do you know about me" to see a summary, with a link to your full profile page where you can view, edit, export or delete items;
  • text "forget that" (or tell Upbee what to forget) to delete a specific memory; and
  • text "forget everything" to wipe your Memory, or "delete everything" to delete your account data, as described in our Privacy Policy.

Deleted Memory can't be recovered. Deletion may take a short time to complete across our systems and backups, as described in our Privacy Policy.

6.3 Sensitive topics. You choose what to share. If you tell Upbee about sensitive subjects, such as your health, mental health, finances, religion, sexual life or the private details of other people, Upbee may store that information to help you, but it's designed not to bring up sensitive topics unprompted. Please think carefully before sharing highly sensitive information, and don't share information you aren't allowed to share.

6.4 Memory can be wrong. Upbee may remember something inaccurately or draw a wrong inference. Please correct it ("that's wrong, Sarah is my cousin") or delete it.

7. Actions Upbee takes for you

7.1 Types of actions. Depending on your plan and settings, Upbee can take actions for you, including:

  1. Private actions that affect only you, such as setting reminders, saving notes and lists, and adding items to your own calendar. Upbee does these when you ask, reads back what it did (including the weekday, date, time and time zone), and offers an UNDO for a short period.
  2. Drafts that you send yourself, such as a tap-to-send text from your own phone number or a tap-to-send email. Nothing leaves Upbee until you send it yourself.
  3. Messages and emails sent for you, such as a text sent from an Upbee number and signed as your assistant, or an email sent through your connected email account.
  4. Bookings, purchases and calls (rolling out on certain plans; may not be available to you yet), such as preparing a booking, completing a purchase through a supported payment method, or placing an AI phone call to a business.

7.2 Nothing goes out without your YES. For any action in categories 3 and 4 above, Upbee will first show you what it intends to do, such as the recipient, the channel, the exact message, the merchant, the item or the amount, and will act only after you approve it in a new message from you (for example, by replying YES or SEND) within the time Upbee specifies. Text that appears inside a photo, screenshot, email, calendar invite, web page or other content can never approve an action. Upbee may require additional confirmation for higher-risk actions, and may decline any action.

7.3 You are responsible for what you approve. When you approve an action, you are instructing us to carry it out as your agent, on your behalf. You are responsible for every message, email, booking, purchase, call and other action you approve, and for its content and consequences, as if you had done it yourself. Review read-backs carefully: once a message is sent or a purchase is made, we may not be able to undo it.

7.4 Messages to other people. When Upbee sends a message to another person for you, you confirm that:

  • you know the recipient, and you have a lawful basis to contact them and to share their contact information with us for that purpose;
  • the message is a personal, one-to-one communication from you, not marketing, advertising, a mass message or a solicitation;
  • the message doesn't violate Section 14 or any law; and
  • you won't use Upbee to contact someone who has asked you or Upbee to stop.

Messages sent from an Upbee number identify Upbee and identify you as the sender (for example, "Hi, this is Upbee, Maya's assistant"). Recipients can reply STOP to stop receiving messages from Upbee numbers, and we honor that for all Upbee users. We may limit how many people you can message, how often, and the content of first-contact messages (for example, no links), and we may refuse to send any message.

7.5 Emails sent from your account. If you connect an email account and approve an email, Upbee sends it from your account, as you. We never disguise who an email is from. Your email provider's terms also apply.

7.6 Bookings and purchases (rolling out). Where available:

  • Booking links. Upbee may prepare a link that takes you to a third-party site or app (for example, a restaurant, ride, movie or ticket service) to finish a booking yourself. The third party's terms, prices and policies apply.
  • Purchases. Purchases are made from third-party merchants using a supported payment method that you authorize for each purchase. Upbee does not store your full card number. Upbee is not the seller. The merchant is responsible for the product or service, fulfillment, returns, refunds and warranties. Purchases are subject to per-transaction and daily limits, and some categories (for example, gift cards, cryptocurrency, money transfers and resale tickets) are not allowed.
  • AI calls to businesses. Where offered, Upbee may place a call to a business for you, using an AI voice that identifies itself as an AI at the start of the call. Upbee calls only businesses, not individuals. We don't record call audio unless we tell you otherwise in advance and obtain any consent the law requires.

7.7 We may decline or stop. We may refuse, delay or cancel any action, or turn off any category of actions for any user or for everyone, at any time, for example because it looks unsafe, unlawful, abusive, mistaken, or outside your plan or limits. If Upbee can't do something, it's designed to tell you so rather than fail silently, but we don't guarantee that any action will be completed.

7.8 Errors in actions. If an action we performed doesn't match what you approved, tell us right away at support@upbee.ai. We'll work with you in good faith to fix it where we can. Our responsibility is subject to Sections 20 and 21.

8. Connected services and integrations

8.1 Connecting accounts. You can choose to connect third-party services to Upbee, such as Google Calendar, iCloud Calendar, Outlook, Gmail, Todoist, Notion and others we add ("Connected Services"). You connect a service through that service's authorization process (for example, OAuth) or, for some services, by giving us credentials such as an app-specific password.

8.2 What you authorize. By connecting a service, you authorize us to access, retrieve, store and use information from that service, and to take the actions you approve within it (for example, adding a calendar event), solely to provide the Service to you, as described in our Privacy Policy and within the permissions you grant. You can disconnect a service at any time from your account page, by texting Upbee, or in the third-party service's settings.

8.3 Third-party terms. Connected Services are provided by third parties, not by us. Your use of them is governed by their own terms and privacy policies. We aren't responsible for Connected Services, their availability, their security, or the accuracy of information they provide. A third party may change or end its integration with Upbee at any time.

8.4 Your permission to connect. Only connect accounts that you own or are authorized to connect. If you connect a work account, you are responsible for making sure your employer allows it.

8.5 Shortcuts and device automations. Some features rely on automations you set up on your own device (for example, an Apple Shortcuts automation that tells Upbee when your alarm stops). You create and control these automations. Device software updates may break them. We provide time-based fallbacks where we can, but we aren't responsible for automations that fail to run.

9. Group chats and Family plans

9.1 Group chats. If Upbee supports group chats on your plan, you may add Upbee to a group conversation. By adding Upbee, you confirm that you are allowed to do so and that every member of the group is at least 18 years old. Upbee is designed to respond in groups only when it's addressed or clearly needed, and it doesn't use your private Memory in a group. Anything said in a group may be seen by every member, and Upbee may keep group-specific memory that any member can ask about. Upbee may stay silent or leave a group, for example if it detects a member who may be under 18 or who hasn't agreed to these Terms. Group members who are not Upbee users can ask Upbee to stop responding in the group, or contact privacy@upbee.ai.

9.2 Family plans. Where we offer Duo, Family or similar shared plans ("Family Plan"):

  • The organizer is the adult who purchases and manages the Family Plan. The organizer is responsible for all charges, and can invite and remove members and manage family settings.
  • Members must each be at least 18 years old, must each agree to these Terms, and each start their own thread with Upbee. Each member is a user under these Terms.
  • Personal and shared information. Each member has their own private Memory. The organizer cannot read other members' personal conversations or personal Memory. The Family Plan also includes a shared household layer (for example, a family calendar, household facts and lists) that every member can see and edit. Upbee will ask before moving something you said privately into the shared household layer. Anything you add to the shared layer can be seen by all members.
  • Children. Children may not use Upbee or text it. Members may add information about their children (for example, school events, activities, or allergies) to the shared household layer. By doing so, you confirm you are the child's parent or legal guardian, or are authorized by them, and you'll share only what's needed.
  • Leaving or removal. If a member leaves or is removed, they lose access to the shared household layer. Their personal account may move to a Free or individual plan. Household information they added generally remains with the household.

10. SMS / Messaging Terms

These Messaging Terms apply to all messages between you and Upbee, through any channel, including iMessage, SMS, MMS and RCS.

10.1 Program description. Program name: Upbee. Upbee is an AI personal assistant that you use by text message. When you enroll, you'll receive recurring, automated, personalized messages, including replies to your messages, reminders and scheduled messages you request, proactive messages such as a morning brief, follow-ups on things you mentioned, and account and billing messages (for example, trial and renewal reminders, receipts and sign-in links). If you separately agree to it, you may also receive occasional messages about offers and new features.

10.2 How you opt in. You opt in by entering your number on our website and agreeing to receive messages, and/or by sending the first text to Upbee. You confirm that you are the subscriber of, or are authorized to use, the mobile number you enroll. Consent to receive messages is not a condition of any purchase. (Because Upbee is a texting service, however, we can't provide the Service without messaging you.)

10.3 Message frequency. Message frequency varies. It depends on how you use Upbee: Upbee replies to every message you send, and sends the reminders and scheduled messages you set. In addition, Upbee may send up to about [5] proactive messages per day (such as a morning brief or a follow-up). You can text "quieter" to receive fewer proactive messages or "more" to receive more. Upbee generally sends proactive messages only between 8:00 a.m. and 9:00 p.m. in your local time, except for messages you've asked Upbee to send at a specific time.

10.4 Costs. Message and data rates may apply. Your mobile carrier's standard messaging and data rates apply to messages you send and receive, including photos and other media. Contact your carrier for details about your plan. We don't charge for messages separately from your Upbee plan.

10.5 STOP and HELP.

  • To stop all messages, text STOP to Upbee at any time. You can also use QUIT, END, REVOKE, OPT OUT, UNSUBSCRIBE or STOPALL, or tell us in any other reasonable way, such as emailing support@upbee.ai. We'll send one message confirming your opt-out, and then we'll stop sending messages to that number, except as required by law. We process opt-out requests promptly and in any case within the time required by law.
  • Stopping messages is not the same as canceling a paid plan. If you have a paid plan, text CANCEL (see Section 11.7) or cancel through your billing page so you aren't charged again. Because the word "cancel" may also be a request to stop messages, when you text CANCEL by itself we will cancel your paid plan's renewal and send one confirmation message asking whether you also want to stop all messages. If you tell us to stop, or don't tell us you want to keep texting with Upbee, we'll treat your message as an opt-out request too. [⚖️ COUNSEL TO CONFIRM THIS FLOW; SEE NOTES.]
  • To restart messages after opting out, text START or UNSTOP.
  • For help, text HELP or email support@upbee.ai.
  • Upbee will try to understand opt-out requests written in other ways (for example, "please stop texting me"). If a message is ambiguous, such as "cancel my 3pm," Upbee may ask you to clarify.

10.6 Carrier disclaimer. Mobile carriers are not liable for delayed or undelivered messages. Message delivery depends on your carrier, device and messaging platform, and isn't guaranteed. Supported carriers include the major U.S. carriers and may change.

10.7 Messages to other people. Messages that Upbee sends to other people on your behalf are covered by Section 7.4. Anyone who receives a message from an Upbee number can text STOP to stop all further messages from Upbee numbers.

10.8 Privacy. We handle your mobile number and messages as described in our Privacy Policy at [upbee.ai/privacy]. We do not sell, rent or share your mobile number, or your text messaging opt-in data and consent, with third parties or affiliates for their marketing or promotional purposes.

10.9 Records. We keep a record of your consent and opt-out choices, including the date, time, number and the wording you agreed to, as described in our Privacy Policy.

11. Plans, fees, free trials, auto-renewal and cancellation

11.1 Plans. We offer a Free plan and paid plans (currently Pro and Ultra, with monthly and annual billing, plus discounted pricing for eligible students and shared Family Plans where available) (each, a "Paid Plan"). The features, limits and prices of each plan are described at [upbee.ai/pricing] and at checkout. The price, billing frequency, trial terms and renewal terms shown to you at checkout are the terms that apply to your purchase.

11.2 Payment. Payments are processed by our payment provider, [Whop, Inc.], which may act as our payment processor or merchant of record (or another processor or merchant of record we designate and tell you about). ⚖️ COUNSEL TO CONFIRM whether Whop is processor or merchant of record under our Whop agreement, and adjust the refund/chargeback language to match. By providing a payment method, you authorize us and our processor to charge it for all fees for your Paid Plan, including recurring fees, plus applicable taxes. You confirm that you're authorized to use the payment method. Prices are in U.S. dollars and exclude applicable sales and similar taxes, which we'll add where required.

11.3 AUTOMATIC RENEWAL. PAID PLANS RENEW AUTOMATICALLY. Unless you cancel, your Paid Plan will automatically renew at the end of each billing period (monthly or annually, as you chose) for another period of the same length, and we will charge your payment method the then-current price for your plan, plus applicable taxes, at the start of each new period, until you cancel. You'll agree to these automatic renewal terms at checkout through a separate, affirmative step. We'll send you a confirmation by email (and/or text) that includes the automatic renewal terms, the cancellation policy and how to cancel.

11.4 Free trials. Some Paid Plans include a free trial (for example, a 7-day free trial of Pro).

  • A payment method is required to start a trial. You won't be charged during the trial.
  • Unless you cancel before the trial ends, your trial will automatically convert to a Paid Plan, and we will charge your payment method the plan price shown at checkout on the day the trial ends, and then on each renewal date until you cancel.
  • We'll remind you before your trial ends by text (and by email if we have it), currently about two days before the end of the trial, with the date and amount of the first charge and how to cancel.
  • If you cancel during the trial, you won't be charged, and your access to Paid Plan features ends when the trial ends (or earlier if we tell you).
  • Trials are limited to one per person. We may use your phone number, payment method, device and other signals to enforce this. We may limit certain costly features (for example, calls or purchases) during a trial.

11.5 Renewal reminders. For annual plans, we'll send you a reminder at least 15 and no more than 45 days before each renewal, with the renewal date, the amount and how to cancel. We'll also send any other reminders required by applicable law (for example, an annual reminder of your subscription terms).

11.6 Price changes. We may change prices for Paid Plans. If we raise the price of your current plan, we'll notify you by text and/or email at least 30 days before the change takes effect, and in any case as required by law. The new price applies starting with your next renewal after the notice period. If you don't want to pay the new price, you can cancel before it takes effect. [OPTIONAL BUSINESS COMMITMENT: "We'll keep your current price for at least 12 months after any price increase," and "Founding Member prices are locked for the life of the subscription while it remains active."]

11.7 How to cancel. You can cancel a Paid Plan at any time, in any of these ways:

  1. Text CANCEL to Upbee. Upbee will confirm the cancellation and the date your access ends. (See Section 10.5 about how CANCEL relates to stopping messages.)
  2. Online, through the billing page we link from your account (you can text BILLING for a link).
  3. By email to support@upbee.ai from the email on your account, or with your phone number.

When you cancel, Upbee may offer you an alternative once (for example, pausing your plan or a discount). You can decline it simply by repeating your request, and we'll process your cancellation. We will never require you to call us or talk to a person to cancel. Upbee will never cancel your plan on its own based on an AI interpretation; it confirms with you first.

11.8 Effect of cancellation. Unless we tell you otherwise, cancellation takes effect at the end of your current billing period. You keep Paid Plan features until then, and you won't be charged again. After that, your account moves to the Free plan (if available) and your Memory stays unless you delete it. Canceling a Paid Plan doesn't delete your data; see Section 6.2 and our Privacy Policy to do that.

11.9 Refunds. Except as stated in this Section or required by law, fees are non-refundable, and we don't provide refunds or credits for partially used billing periods. However:

  • Monthly plans: if you request a refund within [48 hours] of your first charge for a monthly Paid Plan, we'll refund that charge.
  • Annual plans: if you request a refund within [7 days] of an annual charge (including a renewal), we'll refund that charge.
  • Service problems: if a material failure of the Service on our end prevented you from using it, contact us and we'll consider a prorated refund or credit in good faith.
  • To request a refund, email support@upbee.ai or text Upbee. Refunds go to the original payment method. If you're refunded, your Paid Plan features end.

If you live in a state or country that gives you additional refund or cancellation rights, you have those rights too.

11.10 Failed payments. If a payment fails, we (or our processor) may retry the charge and send you a link to update your payment method. If we can't collect payment within [7] days, your account may move to the Free plan until payment is made.

11.11 Plan changes. If you upgrade, the change takes effect immediately and you'll be charged a prorated amount for the rest of your current period, as shown before you confirm. If you downgrade (for example, text "switch to Pro"), the change takes effect at the end of your current billing period.

11.12 Disputes and chargebacks. If you think you were charged in error, please contact us first at support@upbee.ai. We usually resolve billing issues faster than a chargeback. Nothing here limits your rights with your card issuer.

12. Fair use and limits

12.1 Plan limits. Each plan has usage limits, such as weekly reminders and screenshots on the Free plan, or a monthly number of messages and emails sent for you on Pro. We describe current limits at [upbee.ai/pricing] (and in more detail at [PLAN LIMITS URL]). When we say "unlimited," we mean unlimited for normal personal use, subject to this Section.

12.2 Fair use. To keep Upbee fast and affordable for everyone, we may apply reasonable fair-use measures to unusually heavy use or use that looks automated or abusive. These can include slower replies, switching to a faster AI model, temporarily limiting costly features (such as photos, sends, calls or browser tasks), or pausing proactive messages. We don't use credits and we don't charge overage fees. If you hit a limit, Upbee will tell you plainly. We'll never cut off crisis resources because of a limit.

12.3 Inactive Free accounts. We may archive or close Free accounts that have been inactive for [60] days or more. We'll tell you before we do, and you can text START to come back.

13. Promotions, referrals and student pricing

13.1 Promotions. We may offer promotional prices, discounts, extended trials or founding-member offers. Each promotion is subject to the terms we show when we make the offer, is limited to one per person unless we say otherwise, has no cash value, and can't be combined with other offers unless we say so. When a promotional price ends, your plan renews at the regular price we disclosed, after any notice the law requires.

13.2 Referrals. If we offer a referral program (for example, "give a month, get a month"), rewards are earned only when the referred person becomes a paying subscriber and meets the program's conditions. You may only refer people you know personally, and you may not spam, use paid ads that bid on our brand, create fake accounts, or refer yourself. Creator and affiliate programs are governed by separate Additional Terms. We may withhold or reverse rewards obtained through fraud or abuse.

13.3 Student pricing. Student pricing is available only to currently enrolled students who are at least 18 and who verify eligibility through the method we specify (for example, a school email address or a third-party verification service). We may re-verify eligibility at renewal. If you're no longer eligible, your plan will renew at the regular price after notice to you.

14. Acceptable use

You agree not to use the Service, or let anyone else use it, to:

  1. Break the law or help anyone else do so, or violate anyone's rights, including privacy, publicity and intellectual property rights.
  2. Harass, threaten, stalk, bully, intimidate or defame anyone, or send unwanted messages to anyone, including anyone who has asked you or Upbee to stop.
  3. Send spam or marketing, including bulk, promotional or commercial messages, solicitations, robocalls or chain messages, or use Upbee to run a business messaging, lead-generation or telemarketing program.
  4. Impersonate any person or organization, or misrepresent your identity, age or authority, or use Upbee to deceive a recipient about who is sending a message.
  5. Commit fraud or scams, including phishing, collecting other people's credentials, or making purchases with payment methods you aren't authorized to use.
  6. Sexually exploit or endanger children in any way, or share any content that sexualizes minors. We report apparent child sexual abuse material to the National Center for Missing & Exploited Children and law enforcement.
  7. Share content you don't have the right to share, including other people's private images, intimate images without consent, or confidential information.
  8. Promote violence, self-harm, terrorism or violent extremism, or seek help planning harm to anyone.
  9. Obtain weapons, illegal drugs or other regulated goods illegally, or to circumvent age or identity checks.
  10. Make high-stakes decisions about other people, such as decisions about employment, housing, credit, insurance, education or legal status, based on Upbee's Output.
  11. Track or surveil another person without their knowledge and consent, or try to identify a person from a photo.
  12. Interfere with the Service, including by probing, scanning or testing its vulnerabilities, bypassing security or usage limits, attempting to access other users' data, or overloading our systems.
  13. Manipulate Upbee, including by "jailbreaking" or prompt-injection attempts designed to make it ignore its safety rules, take unapproved actions, reveal its instructions, or reveal other users' information.
  14. Automate access to the Service, such as with bots, scripts or scrapers, or by connecting Upbee to another automated system, except through features we provide for that purpose.
  15. Reverse engineer, copy, resell or build a competing product from the Service, its models or its Output, except to the extent the law expressly allows.
  16. Violate the usage policies of our AI providers or the rules of the messaging platforms Upbee runs on, as they apply to your use.

We may investigate suspected violations and take any action we consider appropriate, including removing content, refusing actions, limiting features, suspending or closing accounts, and reporting to law enforcement.

15. Your content

15.1 What's yours. "Your Content" means everything you provide to the Service, including messages, photos, screenshots, documents, voice notes and information from Connected Services, plus the Output generated for you. As between you and us, you own Your Content, to the extent you have rights in it. We don't claim ownership of Your Content, and to the extent we have any rights in Output generated for you, we assign them to you. Others may receive similar Output, and your rights don't extend to their Output.

15.2 License you give us. You grant us a non-exclusive, worldwide, royalty-free license to host, store, copy, process, transmit, display, adapt and otherwise use Your Content only as needed to operate, provide, secure and support the Service for you, to comply with law, and to enforce these Terms. This license includes the right to share Your Content with our service providers (such as AI model providers and messaging providers) for those purposes, as described in our Privacy Policy. It ends when Your Content is deleted from our systems, except for copies we're required or permitted to keep under our Privacy Policy.

15.3 No training on your content. We don't use Your Content to train or fine-tune AI models, and we require our AI model providers not to use it to train their models. We may use aggregated or de-identified information that doesn't identify you (for example, how often reminders are delivered on time) to measure and improve the Service. See our Privacy Policy for details, including the limited situations in which our staff may review conversations.

15.4 Your responsibilities. You confirm that you have all rights needed to provide Your Content and to grant the license above, and that Your Content and our use of it under these Terms won't violate the law or anyone's rights. This includes information you share about other people: share only what you're allowed to, and only what's needed for your request.

15.5 Feedback. If you send us ideas, suggestions or feedback about the Service, we may use them without restriction or obligation to you. Feedback doesn't change our obligations about your personal information.

16. Our intellectual property

The Service, including its software, AI prompts and systems, design, text, graphics, the Upbee name, the bee mascot, logos and other trademarks, is owned by us or our licensors and protected by intellectual property laws. Subject to these Terms, we grant you a limited, personal, revocable, non-exclusive, non-transferable license to use the Service for its intended purpose. We reserve all rights not expressly granted. You may not use our trademarks without our prior written permission.

We respect intellectual property rights. If you believe material available through the Service infringes your copyright, send a notice to our designated copyright agent that includes the information required by 17 U.S.C. § 512(c)(3): (1) your physical or electronic signature; (2) identification of the copyrighted work; (3) identification of the allegedly infringing material and information reasonably sufficient for us to locate it; (4) your contact information; (5) a statement that you have a good-faith belief that the use isn't authorized by the copyright owner, its agent or the law; and (6) a statement, under penalty of perjury, that the information in your notice is accurate and that you are the owner or authorized to act for the owner.

Copyright Agent: [DMCA AGENT NAME], [COMPANY LEGAL NAME], LLC, [ADDRESS]. Email: [copyright@upbee.ai].

If your material was removed and you believe it was a mistake, you may send a counter-notice that meets 17 U.S.C. § 512(g)(3). We may close the accounts of repeat infringers in appropriate circumstances.

18. Third-party services and providers

The Service relies on and links to services operated by third parties, including AI model providers, messaging providers, mobile carriers, payment processors, map and place-data providers, and the businesses Upbee helps you find or contact. We aren't responsible for third-party services, websites, products, content or policies, and your dealings with third parties (including merchants and businesses) are solely between you and them. We don't endorse any third party unless we say so expressly.

19. Suspension and termination

19.1 By you. You can stop using the Service at any time. To close your account and delete your data, text "delete everything" or email privacy@upbee.ai. If you have a Paid Plan, cancel it as described in Section 11.7 (closing your account also cancels any renewal).

19.2 By us. We may suspend or limit your access, or close your account, if (a) you violate these Terms or we reasonably believe you have; (b) your use creates risk or possible legal exposure for us, other users, recipients, our providers or the public; (c) a messaging platform, carrier or provider requires it or stops supporting the Service; (d) your account is inactive as described in Section 12.3; (e) required by law; or (f) we stop offering the Service. Where reasonable, we'll notify you and give you a chance to fix the problem first. If we close your account for reasons other than your breach of these Terms, we'll refund any prepaid fees for the unused portion of your billing period.

19.3 What happens next. When your account closes, your right to use the Service ends, and we'll delete or de-identify your information as described in our Privacy Policy. Sections that by their nature should survive will survive, including Sections 5, 7.3, 11 (as to amounts owed and refunds), 15.4, 15.5, 16 and 20 through 27.

20. Disclaimers

THE SERVICE AND ALL OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE FULLEST EXTENT PERMITTED BY LAW, WE AND OUR AFFILIATES, LICENSORS AND SERVICE PROVIDERS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

WITHOUT LIMITING THE ABOVE, WE DON'T WARRANT THAT: (A) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (B) MESSAGES, REMINDERS OR SCHEDULED MESSAGES WILL BE DELIVERED, OR DELIVERED ON TIME; (C) OUTPUT WILL BE ACCURATE, COMPLETE, RELIABLE OR APPROPRIATE FOR YOUR PURPOSES; (D) ANY ACTION WILL BE COMPLETED OR COMPLETED CORRECTLY; OR (E) ANY THIRD-PARTY SERVICE, MERCHANT OR BUSINESS WILL PERFORM AS EXPECTED. YOU USE THE SERVICE AND RELY ON OUTPUT AT YOUR OWN RISK.

Some jurisdictions don't allow the exclusion of certain warranties, so some of these exclusions may not apply to you. In that case, any implied warranty is limited to the shortest period and minimum scope the law allows.

21. Limitation of liability

21.1 Excluded damages. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL WE OR OUR AFFILIATES, LICENSORS OR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL OR OPPORTUNITY, OR COSTS OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY OTHER THEORY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

21.2 Cap. TO THE FULLEST EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID US FOR THE SERVICE IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, AND (B) ONE HUNDRED U.S. DOLLARS (US $100).

21.3 Exceptions. Nothing in these Terms limits or excludes liability that cannot be limited or excluded by law, such as liability for fraud, gross negligence, willful misconduct, or death or personal injury caused by our negligence where such a limitation is prohibited. Some jurisdictions (including New Jersey) don't allow some of the limitations in this Section, so they may not apply to you, and you may have additional rights.

21.4 Basis of the bargain. These limitations are an essential part of the agreement between you and us and reflect a reasonable allocation of risk. They apply even if a limited remedy fails of its essential purpose.

22. Indemnity

To the extent permitted by law, you will defend, indemnify and hold harmless us and our affiliates, officers, managers, members, employees and agents from and against any third-party claims, losses, liabilities, damages, fines, costs and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) Your Content; (b) messages, emails, bookings, purchases, calls or other actions you approved; (c) your violation of these Terms or of any law; or (d) your violation of any third party's rights. We will notify you of any such claim, may control its defense, and won't settle it in a way that imposes an obligation on you without your consent. This Section doesn't require you to indemnify us for claims caused by our own breach of these Terms or our negligence or misconduct.

23. Dispute resolution: binding individual arbitration and class action waiver

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY HEAR YOUR CLAIMS.

23.1 Try to resolve it informally first. Most concerns can be resolved quickly by contacting us at support@upbee.ai. Before either of us starts an arbitration or a small-claims case, the party with the claim must send the other a written Notice of Dispute that includes the claimant's name, phone number associated with the account (if any), mailing address and email; a description of the dispute and the specific relief sought; and the claimant's personal signature (and, if represented, the signature of their lawyer). Send your Notice to [COMPANY LEGAL NAME], LLC, Attn: Legal, [ADDRESS], with a copy to [legal@upbee.ai]. We'll send ours to the email or phone number associated with your account. For 60 days after a complete Notice is received, we'll each try in good faith to resolve the dispute, including, if either of us asks, through an individual phone or video conference in which you participate personally (with your lawyer, if you have one). Statutes of limitations and filing-fee deadlines are paused during this period. Completing this process is a condition to starting arbitration, and a court may enforce it.

23.2 Agreement to arbitrate. If we can't resolve it informally, you and we agree that any dispute, claim or controversy arising out of or relating to these Terms, the Service, your messages with Upbee, or any advertising or marketing of the Service (including claims under the Telephone Consumer Protection Act and similar laws), whether based on contract, tort, statute, fraud, misrepresentation or any other legal theory, and whether it arose before or after you agreed to these Terms ("Dispute"), will be resolved by binding individual arbitration, except as provided in Section 23.3. This includes disputes about the scope, enforceability, revocability or validity of this Section, which an arbitrator will decide, except that a court will decide disputes about Sections 23.5 (Class Action Waiver), 23.6 (Mass Arbitration) and 23.9 (Public Injunctive Relief), and about whether the informal process in Section 23.1 was satisfied.

23.3 Exceptions. Either of us may instead:

  • bring an individual claim in small-claims court in the county where you live or in [COUNTY], [STATE], if the claim qualifies and stays there on an individual basis; or
  • seek an injunction or other equitable relief in court to stop actual or threatened infringement or misuse of intellectual property rights or unauthorized access to the Service.

23.4 Arbitration rules and procedure. The arbitration will be administered by the [American Arbitration Association ("AAA")] under its Consumer Arbitration Rules (and, where applicable, its Mass Arbitration Supplementary Rules) in effect when the arbitration starts, as modified by this Section. The rules are available at adr.org. If the AAA is unavailable or unwilling to administer the arbitration consistent with this Section, the parties will agree on, or a court will appoint, a substitute administrator. A single arbitrator will decide the Dispute. Unless the arbitrator decides otherwise, an arbitration will be conducted by video conference, by phone or on written submissions, and any in-person hearing will take place in the county where you live or another location we agree on. The arbitrator may award the same individual relief a court could award, but only to the individual party seeking relief and only to the extent needed to resolve that party's individual claim. The arbitrator will issue a reasoned written decision. Payment of filing, administration and arbitrator fees will be governed by the administrator's rules, and we will pay any fees that the rules require a business to pay. If your claim is for $10,000 or less, we will not seek to recover our fees and costs from you, even if we win, unless the arbitrator finds your claim was frivolous or brought for an improper purpose. Each party will otherwise bear its own attorneys' fees and costs unless the law or the administrator's rules provide otherwise.

23.5 CLASS ACTION AND JURY TRIAL WAIVER. YOU AND WE EACH AGREE THAT DISPUTES WILL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, PRIVATE ATTORNEY GENERAL OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate more than one person's claims or preside over any form of representative or class proceeding, except as provided in Section 23.6. YOU AND WE EACH WAIVE ANY RIGHT TO A JURY TRIAL. If this Section 23.5 is found unenforceable as to a particular claim or request for relief, then that claim or request (and only that one) will be severed and decided in court after all individual arbitrable claims are resolved, and the rest of this Section 23 will still apply.

23.6 Mass arbitration. If 25 or more similar Notices of Dispute or demands for arbitration are submitted against us by or with the help of the same or coordinated counsel or entities (a "Mass Filing"), the following applies in addition to the administrator's mass-arbitration rules:

  • Batching. The administrator will group the demands into batches of up to 100 demands each (plus one batch for any remainder). Each batch will be assigned to one arbitrator, with one set of filing and administrative fees and one procedural calendar per batch. The arbitrator will decide each claimant's claim individually, on its own merits; no claimant's case will bind any other claimant who did not participate in it.
  • Staging. To make the process manageable, the administrator may administer the batches in stages, and we'll cooperate in good faith to resolve or schedule the remaining batches promptly.
  • Mediation. Before any batch proceeds, either party may request a single global mediation of the Mass Filing, with the mediator's fees paid by us. Mediation will last no longer than 60 days unless the parties agree otherwise.
  • Tolling. Statutes of limitations are paused for each claimant while their demand is pending under this Section.
  • If a court finds this Section 23.6 unenforceable as applied to a Mass Filing, then the claims in the Mass Filing may proceed in court on an individual basis only, consistent with Section 23.5.

23.7 Governing law for arbitration. This Section 23 is governed by the Federal Arbitration Act (9 U.S.C. § 1 et seq.) and federal arbitration law.

23.8 30-DAY RIGHT TO OPT OUT. You can reject this agreement to arbitrate by sending us a written opt-out notice within 30 days after you first agree to these Terms (or within 30 days after we first notify you of a material change to this Section 23, as to that change). Email [legal@upbee.ai] or mail [COMPANY LEGAL NAME], LLC, Attn: Arbitration Opt-Out, [ADDRESS], with your name, the phone number associated with your account, and a clear statement that you want to opt out of arbitration. Opting out won't affect any other part of these Terms or your use of the Service. If you opt out, Section 24 will govern where disputes are heard.

23.9 Public injunctive relief. Nothing in this Section prevents you from seeking public injunctive relief where applicable law allows it. Any claim for public injunctive relief will be severed and decided by a court, after the arbitration of all other claims is complete, and the court proceeding will be paused until then.

23.10 Changes to this Section. If we make a material change to this Section 23, the change won't apply to any Dispute of which we had written notice before the change took effect. You may reject a material change by sending us notice within 30 days of it taking effect, as described in Section 23.8; in that case, the most recent version of this Section that you accepted will continue to apply.

23.11 Severability. Except as provided in Sections 23.5, 23.6 and 23.9, if any part of this Section 23 is found unenforceable, the rest remains in effect.

24. Governing law and venue

These Terms and any Dispute are governed by the laws of the State of [STATE], without regard to its conflict-of-laws rules, except that Section 23 is governed by the Federal Arbitration Act. The consumer protection laws of the state where you live may also apply to you. For any Dispute not subject to arbitration (including if you opt out), you and we agree to the exclusive jurisdiction of the state and federal courts located in [COUNTY], [STATE], except that you may also bring a claim in the courts of the county where you live if the law allows.

25. Changes to these Terms

We may update these Terms from time to time. We'll post the updated Terms with a new "Last updated" date. If a change is material, we'll notify you in advance, for example by text message or email, and the change will take effect no sooner than [30] days after the notice, except for changes required by law or made for security reasons, which may take effect sooner. If you keep using the Service after a change takes effect, you agree to the updated Terms. If you don't agree, stop using the Service and cancel any Paid Plan before the change takes effect. Changes won't apply retroactively, and changes to Section 23 are governed by Section 23.10.

26. Export controls and sanctions

You may not use, export or re-export the Service in violation of U.S. export control and sanctions laws. You confirm that you are not located in a country or region subject to comprehensive U.S. sanctions and are not on any U.S. government list of prohibited or restricted parties.

27. General

27.1 Entire agreement. These Terms, the Privacy Policy and any Additional Terms are the entire agreement between you and us about the Service, and replace any prior agreements on that subject.

27.2 Severability. If any provision of these Terms is found unenforceable, it will be enforced to the maximum extent permitted, and the rest of these Terms will remain in effect (subject to the specific rules in Section 23).

27.3 No waiver. Our failure to enforce a provision isn't a waiver of our right to do so later.

27.4 Assignment. You may not assign or transfer these Terms without our prior written consent. We may assign these Terms, in whole or in part, including in connection with a merger, acquisition, corporate reorganization or sale of assets, provided the assignee agrees to be bound by them.

27.5 Electronic communications and notices. You agree that we may provide agreements, notices, disclosures and other communications to you electronically, by text message, email or posting on our website, and that these satisfy any legal requirement that they be in writing. Notices to us must be sent to the addresses in Section 28.

27.6 Force majeure. We aren't liable for delays or failures caused by events beyond our reasonable control, including carrier or messaging-platform outages or blocks, failures of AI or cloud providers, internet failures, power outages, natural disasters, war, terrorism, labor actions, government action or pandemics.

27.7 Relationship. You and we are independent parties. When you approve an action under Section 7, we act on your instructions as your limited agent for that action only. Nothing else in these Terms creates a partnership, joint venture, employment or fiduciary relationship.

27.8 No third-party beneficiaries. These Terms don't give any third party any rights, except that our affiliates, licensors and service providers may rely on Sections 20 through 22.

27.9 Headings and interpretation. Headings and "short version" summaries are for convenience only. "Including" means "including without limitation."

27.10 California users. Under California Civil Code § 1789.3, California users may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by phone at (916) 445-1254 or (800) 952-5210.

28. Contact us