# Terms of Service

> These Terms of Service are an agreement between **Uplevel Digital Services, LLC** ("Uplevel", "we", "us") and the business that opens or uses a hellojade account ("you", the "Customer"). hellojade is a brand of Uplevel Digital Services, LLC. Please read them: they include a binding individual arbitration agreement and a class-action waiver in section 18.

## 1. What these terms cover {#about}

These terms cover the hellojade app at **hellojade.ai/app**, the website at **hellojade.ai**, and everything we provide through them (together, the "Service"). Our [Privacy Policy](/privacy) explains what information we collect and how we use it, and it is part of these terms. Some parts of the Service have their own additional terms, which apply when your company turns that part on:

- the [Subscription & Billing Terms](/terms/billing), when your company subscribes to a paid plan;
- the [Data Processing Addendum](/terms/dpa), which describes how we process personal information your company puts into the Service;
- the [Recording, SMS & Calling Terms](/terms/recording-sms), when your company sends text messages, places calls or records calls or meetings through the Service.

If one of those documents conflicts with these terms, that document wins for its own subject.

## 2. Accepting these terms; who may use the Service {#accept}

You accept these terms by checking the box that says so when you create an account, join a company's account, or are asked to accept an updated version. Each person who uses the Service accepts them for themselves and, where they act for a company, for that company.

The Service is **for businesses only**. By using it you confirm that:

- you are using it for a trade, business or profession, and not for personal, family or household purposes;
- you are **at least 18 years old**;
- you are in the **United States** and your business operates in the United States — the Service is offered only there; and
- if you accept for a company, you have authority to bind it.

If you do not agree, do not use the Service.

## 3. Accounts, users and roles {#accounts}

A company account belongs to one Customer and holds its offices, its people and its data. The person who creates the account is its **owner**. The owner can name **admins**, and owners and admins invite the other people who use the account and decide what each of them can see and do. Owners and admins can also let a person manage one office, including inviting people to it. At your company's request, our staff can also invite people to your account for you.

There are no passwords. You sign in with a single-use link sent to your email address or with a passkey on your device. You are responsible for everyone you give access to, for keeping your email account and devices secure, and for what happens under your account. Tell us promptly at [go@hellojade.ai](mailto:go@hellojade.ai) if you think your account has been misused.

The information you give us about your business — its name, offices, addresses and phone numbers — must be accurate and kept up to date.

## 4. Subscriptions and payment {#billing}

Paid plans are billed **monthly, in advance**, and **renew automatically** each month until they are canceled. To cancel, you must give us **30 days' written notice**; your company then completes the **current billing cycle and the next full billing cycle**, which are charged as usual, and services end at the end of that next cycle. **Fees are not refunded and are not prorated**, including for a partial month, a downgrade, or a cancellation. If a payment fails we retry it, and if it still cannot be collected we **pause access** to the paid parts of the Service until it is paid. The full rules, including taxes and price changes, are in the [Subscription & Billing Terms](/terms/billing).

## 5. Your data {#data}

**Your data is yours.** Everything you and your people put into the Service — contacts, leads, messages, files, listing content, reviews and replies — and the data we bring in from services you connect is "Customer Data". You keep all rights to it.

You give us permission to host, copy, process, transmit, display and back up Customer Data **only as needed to provide, secure and support the Service for you**, as the [Privacy Policy](/privacy) and the [Data Processing Addendum](/terms/dpa) describe. We do not sell Customer Data. We do not use it for advertising. We do not use it to train artificial-intelligence models.

You are responsible for having the right to give us the data you give us — including any notice to, and consent from, the people it is about — and for how you use the Service to contact them.

**When you leave.** After your company's account is canceled or closed, we keep Customer Data for **one year** so it can be restored or exported if you ask, and then we delete it. Copies in our backups are deleted as those backups age out. You can ask us for an export of your data during that year. Some records we must keep longer — for example, billing records and the record of who accepted these terms — and we keep those only for that purpose.

## 6. AI features {#ai}

Some features use artificial intelligence: for example, suggested replies to reviews, agents that draft or send messages that your company has set up, and changes to your website that you request. Some of these run on our own servers; others use Anthropic's Claude service, as the [Privacy Policy](/privacy#ai) explains feature by feature. Agents that can see your company's leads or customer records always run on our own servers. What an AI feature produces can be wrong. You are responsible for reviewing it before you rely on it, and for anything you choose to send, post or publish with it. An agent acts only within the permissions and settings your company gives it.

## 7. Acceptable use {#use}

You will not use the Service to:

- send messages or place calls without the consent the law requires, or break the Telephone Consumer Protection Act, CAN-SPAM, or any federal or state telemarketing, messaging or privacy law;
- contact anyone who has asked not to be contacted;
- harass, threaten, deceive or impersonate anyone;
- publish content that is unlawful, defamatory, infringing, or that breaks the rules of a platform you publish to (for example, Google's content policies for Business Profile);
- upload malware, or probe, scan, overload or interfere with the Service;
- access another customer's account or data, or get around a limit or security control;
- copy, scrape, reverse-engineer or build a competing product from the Service; or
- resell the Service without our written agreement.

We may remove content and suspend access that breaks this section, and we will tell you when we do unless the law prevents it or telling you would create a risk to others.

## 8. Messages, calls and recording {#messaging}

When the Service sends a text message or places a call for your business, **your business is the sender**. You are responsible for getting and keeping records of the consent the law requires, for honoring opt-outs (the Service processes **STOP** replies automatically and will not send to a number that has opted out), for quiet hours and other timing rules, and for what your messages say. If you record a meeting, the Service posts a notice in the meeting's conversation that recording has started, but you remain responsible for telling every participant and getting the consent the law requires where they are. The [Recording, SMS & Calling Terms](/terms/recording-sms) apply when your company turns these features on.

## 9. Services we connect to {#third}

The Service works with services that belong to other companies, and each has its own terms:

- **Google Business Profile.** You confirm that you own or are authorized to manage every location you connect. Every reply or post the Service publishes to Google is one someone at your company asked for. Our use of Google user data follows the [Privacy Policy](/privacy#google), including the Google API Services User Data Policy's Limited Use requirements.
- **Stripe** processes payments.
- **Sinch** carries text messages and calls.
- **Anthropic** provides the Claude AI service used by some AI features.

We are not responsible for another company's service changing, failing, or withdrawing access, and we may change the providers we use.

## 10. Our intellectual property; feedback {#ip}

The Service — its software, design, text, graphics and the hellojade name and marks — belongs to us or our licensors. While you follow these terms we give you a limited, non-exclusive, non-transferable right to use it for your business. If you send us ideas or feedback, we may use them without any obligation to you.

If you believe something on the Service infringes your copyright, send a notice with the information the Digital Millennium Copyright Act requires to [go@hellojade.ai](mailto:go@hellojade.ai). We act on valid notices and end the accounts of repeat infringers.

## 11. Confidentiality {#confidentiality}

Each of us will protect the other's non-public information with at least reasonable care, use it only for this agreement, and share it only with people who need it and are bound to keep it confidential, or where the law requires. For you, that includes Customer Data; for us, the non-public parts of the Service and our pricing.

## 12. Security {#security}

We protect the Service with measures appropriate to the information it holds — including encrypted connections, single-use sign-in links, passkeys, sessions that can be seen and ended, encrypted backups of our application database, and permissions that decide who in your company sees what. No system is perfectly secure. If we learn of a breach of security that affects your Customer Data, we will tell your account owner without undue delay, and as the law requires.

## 13. Changes to the Service; trials and new features {#service}

We improve the Service continually, which means features change. We will not make a change that materially reduces the core of a plan you are paying for during the month you have paid for without telling you first. A free trial, and any feature we mark as new or early, is provided as it is and may be changed or withdrawn.

## 14. Disclaimers {#warranty}

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE". TO THE FULLEST EXTENT THE LAW ALLOWS, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. We do not promise that the Service will be uninterrupted or error-free, that a message will be delivered, that any listing, ranking, review or lead outcome will be achieved, or that another company's service will stay available.

## 15. Limitation of liability {#liability}

TO THE FULLEST EXTENT THE LAW ALLOWS, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA OR GOODWILL, HOWEVER CAUSED. OUR TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS WILL NOT EXCEED **THE FEES YOU PAID US IN THE 12 MONTHS BEFORE THE EVENT THAT GAVE RISE TO THE CLAIM**. These limits do not apply to your obligation to pay fees, to either party's indemnity obligations, or to liability that the law does not allow to be limited.

## 16. Indemnity {#indemnity}

You will defend and indemnify Uplevel against third-party claims, fines, penalties and costs arising from Customer Data, from messages sent or calls placed or recorded through your account, from your breach of sections 7, 8 or 9, or from your violation of any law, including telemarketing and privacy law. We will defend and indemnify you against third-party claims that the Service, as we provide it and used as these terms allow, infringes a United States patent, copyright or trademark.

## 17. Term, suspension and termination {#termination}

These terms apply from the first time you use the Service until your company's account is closed. Your company may cancel as section 4 and the [Subscription & Billing Terms](/terms/billing) describe. We may suspend or end an account for non-payment; for a breach of these terms that is not fixed within 10 days of our notice; or immediately for a breach of sections 7 or 8, or where continuing would put the Service, other customers or anyone else at risk. When an account ends, the right to use the Service ends, and section 5 ("When you leave") says what happens to its data. Sections 5, 10, 11 and 14 through 20 continue after termination.

## 18. Resolving disputes: binding individual arbitration {#disputes}

**Please read this section carefully. It affects how disputes are resolved.**

**Talk to us first.** Before starting arbitration or a court case, the party with the dispute will send the other a written description of it and give the other 30 days to try to resolve it informally. Notices to us go to [go@hellojade.ai](mailto:go@hellojade.ai).

**Arbitration.** Any dispute, claim or controversy arising out of or relating to these terms or the Service — including whether this section applies — will be resolved by **final and binding arbitration** administered by the **American Arbitration Association (AAA) under its Commercial Arbitration Rules**, before a single arbitrator. The **seat of arbitration is Illinois**; hearings take place in Illinois, or by video or telephone if the arbitrator allows. The Federal Arbitration Act governs this section. The arbitrator may award any relief a court could award on an individual basis, and judgment on the award may be entered in any court with jurisdiction.

**Individual claims only; no class actions.** Each party may bring claims against the other **only in its individual capacity**, and not as a plaintiff or class member in any purported class, collective, consolidated or representative proceeding. The arbitrator may not consolidate claims of more than one party or preside over any form of class or representative proceeding. If this class-action waiver is found unenforceable as to a claim, that claim must be severed and brought in court, and not in arbitration.

**Small claims.** Either party may instead bring an individual claim in a small-claims court with jurisdiction, as long as it stays there.

**Injunctive relief.** Either party may ask a court for an injunction or other equitable relief to protect its intellectual property or confidential information, or to stop misuse of the Service, without first going through arbitration.

**Jury waiver.** Where a dispute is heard in court rather than arbitration, each party waives any right to a jury trial, to the extent the law allows.

## 19. Governing law {#law}

These terms are governed by the laws of the **State of Illinois**, without regard to its conflict-of-laws rules, and by the Federal Arbitration Act for section 18. Where a claim is allowed to be heard in court, it will be heard in the state or federal courts in Illinois, and each party consents to their jurisdiction.

## 20. Changes to these terms {#changes}

We may update these terms. Each version has a number and an effective date, and every version stays available at its own address. When we make a change, the app will ask each person to review a summary of what changed and accept the new version before they continue using the app (if they are signed in when the new version takes effect, the app asks them straight away); the Service is not available to them until they do. Updates to the module terms are accepted for the company by an owner or admin, as those terms describe. If your company does not agree to a new version, it may cancel under section 4.

## 21. General {#general}

These terms, the Privacy Policy and any module terms your company has accepted are the whole agreement between us about the Service, and they replace earlier discussions about it. If any part of these terms is found unenforceable, it will be enforced to the fullest extent allowed and the rest stays in force. A failure to enforce a part is not a waiver of it. Neither party is responsible for delay caused by events outside its reasonable control. You may not assign these terms without our written consent; we may assign them to an affiliate or to a successor to our business. Notices to you go to your account owner's email address; notices to us go to [go@hellojade.ai](mailto:go@hellojade.ai). Written notice includes email. Nothing in these terms creates a partnership, employment or agency relationship.

## Contact {#contact}

Uplevel Digital Services, LLC, Naperville, Illinois, United States. Email [go@hellojade.ai](mailto:go@hellojade.ai) or call [(888) 667-5418](tel:+18886675418).