Terms of Service

These Terms and Conditions are attached to, incorporated into, and form part of the Uplinq Proposal Form, Order Form, services agreement, or other ordering document to which they are appended (the “Agreement”). Capitalized terms not defined in the Agreement have the meanings given below.

Specific acknowledgment and consent. By signing the Agreement, Customer acknowledges and agrees to all of these Terms and Conditions, including specifically Section 2.1(a) concerning Uplinq’s use of third-party subcontractors, including providers located outside the United States who may be granted access to Customer’s accounting software and financial records solely to perform bookkeeping services.

1.1. Scope

Welcome to Uplinq. These Terms of Service (these “Terms”) of Uplinq, Inc. (“we,” “our,” or “us”), are an agreement that describes your and our rights, obligations, and responsibilities. More specifically, these Terms govern how you may access and use: (i) uplinq.com, its subdomains, and any other website where these Terms are posted; (ii) our online hosted services; and (iii) our “Software,” meaning, collectively, our browser extensions, integrations, mobile applications, other downloadable apps, application programming interfaces (“APIs”), and tools and documentation ((i) through (iii) collectively, our or the “Services”). In addition, these Terms govern our provision of bookkeeping, accounting, and tax services.

1.2. Read these Terms Carefully

PLEASE READ THESE TERMS CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. BY ENTERING INTO AN AGREEMENT WITH UPLINQ OR CREATING AN UPLINQ ACCOUNT, CLICKING “SIGN UP”, “SIGN UP WITH GOOGLE”, “SUBMIT”, OR THE LIKE INDICATING ACCEPTANCE ELECTRONICALLY, BY AGREEING TO THESE TERMS IN AN ORDER FORM OR OTHER ORDERING DOCUMENT REFERENCING THESE TERMS, OR BY ACCESSING OR USING UPLINQ, WHETHER OR NOT YOU ARE A REGISTERED USER OF UPLINQ, YOU SIGNIFY THAT: (I) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE TERMS; (II) YOU HAVE READ, UNDERSTAND, AND ACKNOWLEDGE OUR PRIVACY POLICY, WHICH IS AVAILABLE AT https://www.uplinq.com/privacy AND IS INCORPORATED INTO THESE TERMS BY REFERENCE; AND (III) YOU HAVE READ, UNDERSTAND, AND AGREE TO COMPLY WITH ALL OTHER TERMS INCORPORATED INTO THESE TERMS BY REFERENCE. WE RESERVE ALL RIGHTS NOT EXPRESSLY GRANTED UNDER THESE TERMS. THESE TERMS CONTAIN A MANDATORY INDIVIDUAL ARBITRATION AGREEMENT IN SECTION 11.0 TO 11.5 (THE “ARBITRATION AGREEMENT”) AND CLASS ACTION/JURY TRIAL WAIVER PROVISION IN SECTION 11.7 (THE “CLASS ACTION/JURY TRIAL WAIVER”) THAT REQUIRE, WITH ONLY SPECIFIED EXCEPTIONS IN SECTIONS 11.6 OR UNLESS YOU OPT OUT PURSUANT TO THE INSTRUCTIONS IN SECTION 11.8, THE EXCLUSIVE USE OF FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL BASIS ONLY TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS, COLLECTIVE, PRIVATE ATTORNEY GENERAL OR REPRESENTATIVE ACTIONS OR PROCEEDINGS.

1.3. Organizations

If you are an individual and you access or use our Services on behalf of a company, organization, principal, or other entity, such as your employer (each, together with its affiliates, an “Organization”), then: (i) these Terms are an agreement between us and you and us and that Organization; (ii) you represent and warrant that you have the authority to bind that Organization to these Terms (and if you do not have the authority, you may not access or use our Services); (iii) your acceptance of these Terms will bind such Organization to these Terms; (iv) your individual right to access and use our Services may be suspended or terminated (and ownership and administration of your Uplinq Account may be transferred) if you cease to be associated with, or cease to use an email address associated with, owned by, or provisioned by, that Organization; (v) we may disclose information regarding you and your use of the Service, including your Content, to such Organization, or to appropriate individuals associated with that Organization; and (vi) the terms “you” and “your,” as used in these Terms, refer to both you and such Organization.

If you sign up for our Services using an email address associated with, owned by, or provisioned by an Organization, or if an Organization pays fees due in connection with your access to or use of our Services (or reimburses you for payment of such fees), or otherwise, then we may deem you, in our sole discretion, to be accessing and using our Services on behalf of that Organization. You represent and warrant that all information that you provide to us regarding any Organization on whose behalf you use our Services is and at all times will be truthful, accurate, and complete, and that you will immediately notify us should any such information change. If you are an Organization on whose behalf an individual user is accessing or using our Services as described above, then you are responsible for the acts and omissions of all such individual users, and for ensuring that all such individual users comply with these Terms.

2.1. Bookkeeping Services

Uplinq provides bookkeeping Services for financial organization. We maintain your accounting books based on information provided or verified by you or at your direction. Our bookkeeping Services and any communications between you and us are not a substitute for legal, regulatory, tax, financial, real estate, healthcare, or accounting advice.

2.1(a). Subcontractors

Uplinq may engage third-party subcontractors, including those located outside the United States, to assist in performing bookkeeping services on your behalf. Such subcontractors may be granted access to your accounting software account (including QuickBooks) solely for the purpose of performing these services. All such subcontractors are subject to written confidentiality and data security obligations at least as protective as those set forth in this Agreement. Uplinq remains responsible for the quality and accuracy of all bookkeeping services delivered to you, regardless of whether any portion of those services is performed by a subcontractor. By signing the Agreement, you acknowledge this disclosure and consent to Uplinq granting such subcontractors access to your accounting software and related financial records for this limited purpose.

2.1(b). Single Entity Per Subscription

Each subscription covers a single legal entity. If you operate multiple business entities and wish to receive bookkeeping services for more than one entity, each additional entity requires a separate subscription at the applicable rate, unless otherwise expressly stated in your Order Form. For purposes of this Agreement, separate legal entities include but are not limited to separate LLCs, corporations, partnerships, or other business structures, regardless of common ownership.

2.2. Tax Services

Uplinq may provide certain tax services to you if you enter into a separate agreement for the provision of those services. Those services are not provided to bookkeeping customers unless they enter into a separate agreement for the provision of those additional services.

2.3. Year End Services

Uplinq provides certain year-end services to customers who have an active Uplinq Subscription for the quarter following your fiscal year end. If you are no longer an active Uplinq customer for the quarter following your fiscal year, then we will not perform year-end bookkeeping activities and will not bear responsibility or liability with respect to any failure to perform year-end bookkeeping activities on your behalf. Nor will we provide, or bear any responsibility for such services, if you are an active Uplinq customer and you failed to provide us with any necessary information that we have requested.

2.4. Your Obligation To Provide Us With Certain Access and Information

In order to provide timely and accurate bookkeeping and accounting services, Uplinq requires you to provide Uplinq with access to certain financial information and tax information related to your business. In addition, Uplinq may need to establish read-only connections to certain banking and credit accounts. You agree to provide all such information and access and reasonably cooperate with us in our provision of the Services. You agree to provide good faith assumptions and accurate and complete representations, information, and data, and you agree that we may assume you have done so without further investigation or verification. You agree that late or insufficient information, access or input from you may cause delay in the performance of, or inability to provide the Services. If our performance of the Services is delayed or prevented by your failure to provide any necessary information or access we will not be in breach of our obligations or otherwise liable for any related costs, charges, or losses incurred by you.

2.4(a). Deliverable Approval

Your approval of any deliverable — whether by email, electronic signature, or documented acknowledgment in our platform — constitutes your acceptance that the deliverable accurately reflects the information you provided. Approved deliverables are final and binding. You agree to review all deliverables promptly upon receipt and to raise any concerns in writing within ten (10) business days of delivery. Failure to raise concerns within this period will be deemed acceptance.

2.4(b). Digital Asset Transactions

You agree to promptly disclose any digital asset or cryptocurrency transactions to Uplinq. Such transactions may require additional categorization and reconciliation work beyond the scope of your standard subscription, and additional fees may apply. Uplinq is not responsible for the accuracy of any bookkeeping work product related to digital asset transactions that were not disclosed.

2.5. Uplinq Is Not A Public Accounting Firm

You understand and agree that Uplinq is not a certified public accounting firm and does not provide services that would require a license to practice public accounting. You acknowledge that Uplinq is not a member of the American Institute of Certified Public Accountants (AICPA) and is not governed by any AICPA rules. The Services do not include, and you will not rely on them for: (i) audit, attest, examination, verification, investigation, certification, presentation, or review of financial transactions or accounting records; (ii) independent advice relating to accounting procedure or to the “recording, presentation, or certification of financial information or data” within the meaning of the Public Accountancy Law; (iii) preparation or certification of reports on audits or examinations of books or records; (iv) legal or regulatory advice regarding any of your business practices; or (v) unless otherwise expressly included on an Order Form, tax advice or tax return preparation. You should seek the services of a duly licensed professional in connection with any of the foregoing.

2.5(a). No Responsibility for Fraud or Embezzlement Detection

Uplinq’s bookkeeping services do not constitute an audit, review, or examination as those terms are defined by accounting standards. Uplinq performs data entry and reconciliation based solely on information and documentation you provide, and does not independently verify the accuracy or completeness of your source records. Uplinq is not responsible for detecting fraud, embezzlement, theft, or errors contained in your source documentation. The risk of such issues, and any losses arising from them, remains entirely with you.

2.6. Unauthorized Use Of Services

You will only use our Services and Technology in accordance with Uplinq’s Acceptable Use Policy, available at https://www.uplinq.com/acceptable-use, which is incorporated herein by reference. We may suspend or terminate provision of the Services, in whole or in part, where we reasonably believe that any of our Services are being used in a manner that breaches the Agreement or creates risk of personal injury, property damage, or legal liability for us, you or any third party, or may cause us to lose the services of one of our third-party service providers.

2.7. Catch-Up and Clean-Up Work

Upon onboarding, Uplinq will assess the condition of your accounting records. If we determine that your books require catch-up or clean-up work beyond the scope of your subscription, we will notify you and provide a separate written fee estimate for such work. Catch-up and clean-up services will not be performed without your written authorization and agreement to the associated fees. If you decline to authorize such work, Uplinq reserves the right to limit the scope of its ongoing Services to work that can be performed from a corrected baseline, and your subscription fees will not be reduced as a result of any such limitation. Uplinq shall not be liable for the accuracy or completeness of any bookkeeping work product delivered against records that have not been corrected or cleaned up as recommended.

2.8. Error Correction

In the event that Uplinq makes a bookkeeping error attributable solely to Uplinq’s own data entry or reconciliation, Uplinq will correct the error within a commercially reasonable timeframe upon receiving written notice from you identifying the error. Correction of bookkeeping errors is your sole and exclusive remedy for inaccuracies in the Services. Uplinq is not liable for errors attributable to inaccurate, incomplete, or untimely information provided by you, or for errors in deliverables that you have already approved.

2.9. Third-Party Systems

Uplinq’s Services depend in part on third-party platforms, including QuickBooks, banking institutions, payroll providers, and other financial data integrations. Uplinq is not responsible for any delays, errors, data loss, or service interruptions caused by the failure, unavailability, or changes to any third-party platform or data feed. In the event a third-party platform materially changes its terms, APIs, or functionality in a way that affects Uplinq’s ability to deliver the Services, Uplinq will notify you promptly and the parties will work in good faith to identify an alternative approach; however, Uplinq’s obligations under this Agreement will be adjusted accordingly.

2.10. Customer Representations and Warranties

You represent and warrant to Uplinq that: (i) all information, records, and data you provide to Uplinq are accurate, complete, and current to the best of your knowledge; (ii) you have full authority to grant Uplinq access to all accounts, systems, and records provided in connection with the Services; (iii) your use of the Services and the information you provide does not violate any applicable law, regulation, or third-party right; and (iv) you will promptly notify Uplinq of any material change to the accuracy of information previously provided. These representations and warranties are continuing obligations for the duration of this Agreement.

Uplinq expressly reserves all Intellectual Property Rights in the Services, the Uplinq System, and all materials and software provided by Uplinq pursuant to this Agreement. All right, title and interest in the Services and all other materials provided by Uplinq hereunder, any update, adaptation, translation, customization or derivative work thereof, and all Intellectual Property Rights therein will remain with Uplinq or its licensors. Uplinq reserves the right, in its sole discretion, to change, modify, add, or remove portions of the Services without prior notice to Customer or consent of Customer.

3.1. Work Product Ownership

Upon receipt of full payment of all fees due under this Agreement, Uplinq assigns to you all right, title, and interest in the bookkeeping work product and financial reports produced specifically for you as part of the Services, including any profit and loss statements, balance sheets, and reconciliation reports. For the avoidance of doubt, this assignment does not include any of Uplinq’s proprietary systems, tools, templates, methodologies, or software used to produce such work product, all of which remain the exclusive property of Uplinq.

4.1. Initial Term

The Agreement is effective on the date you sign an Uplinq Proposal Form (the “Effective Date”). Your initial subscription term will begin at the subscription start date and continue, unless terminated earlier, for one year or until the completion of the services described in the Uplinq Proposal (the “Initial Term”).

4.2. Automatic Renewal

At the end of the Initial Term or any Renewal Term, your subscription for the respective Services will automatically renew, without the need to execute a new Uplinq Proposal or other agreement, for the same duration (a “Renewal Term”) as the immediately preceding term of such Services, unless you give us non-renewal notice or we provide you with Notice of Termination to the email address associated with your account. A notice of non-renewal must be provided at least thirty (30) days prior to the expiration of the then existing Initial Subscription or Renewal term.

4.3. Termination; Withdrawal

Either party may terminate the Agreement if the other party has materially breached the Agreement upon written notice to the breaching party of the breach and an opportunity to cure of at least 30 days. We may withdraw from providing any or all of the Services at any time by providing notice of termination of the Agreement or specific Services to you via the email address we have on file. In the event we terminate the Agreement or any Services for any reason other than your violation of Section 2.6 or another breach of the Agreement by you, we will give you a refund of any prepaid fees for unused months of the terminated Services.

4.4. Effect of Termination or Non-Renewal

Following any termination or non-renewal of services, any data contained in the Uplinq web application will remain available. You can download, or export, that data from the Uplinq application into a .csv file. Once your services have been terminated, Uplinq will no longer be responsible to provide any support or information production related to the terminated Services. Uplinq may agree to provide such support or information production if you agree to pay us for our professional time at our then-current standard hourly rates. A customer can request that their data be deleted from our system by sending an email to help@uplinq.com. Customer data will be deleted within 30 days of verifying account ownership.

4.4(a). Data Retention Schedule

Following termination or expiration of this Agreement, Uplinq will retain your financial data and associated records for a period of seven (7) years, consistent with IRS record keeping guidance for business financial records, unless a shorter or longer period is required by applicable law. After this retention period, Uplinq may permanently delete your data without further notice. You are responsible for downloading and retaining copies of your data prior to the expiration of this retention period.

4.5. Survival

Sections 3, 4, 7, 8, 9.0–9.4, 11, and 12 (inclusive) will survive the termination or expiration of this Agreement. Sections 9.5 and 10 will survive for three years after termination or expiration of the Agreement, and Section 6 will survive for the period set forth therein.

5.1. Fees

Our subscription fees are based on certain facts about your business. In order to determine the amount to charge we require complete and accurate information regarding your business. If the information you provide us is inaccurate or incomplete or materially changes, we may propose a change to your subscription to reflect this material change or new information. Subscription fees, and separate fees for agreed upon work to be performed by Uplinq, are non-refundable.

5.1(a). Payments as Reservation of Service Capacity

Subscription fees and any other payments made under this Agreement represent the reservation of Uplinq’s service capacity and personnel resources on your behalf, and are non-refundable regardless of the volume of work performed during any given period. Hours or service allocations included in your subscription are valid only for the subscription period in which they are allocated and do not carry forward to subsequent periods.

5.2. Fee and Scope Updates

From time to time, Uplinq may update its prices, or change the scope, for certain Services. In the event that Uplinq increases any subscription price or alters the scope of its services, we will provide you with notice of such increase or change in scope at least thirty (30) days prior to the expiration of your then current subscription or renewal period. Uplinq’s current hourly fees can be found at https://www.uplinq.com/hourly-fees.

5.3. Payment

During the onboarding process, or when you arrange payment via an invoice from Uplinq, your payment method is submitted and stored in Stripe, Uplinq’s payment processing platform. Work cannot begin without payment. Your payment method on file will be charged per the agreed-upon payment schedule until full payment is captured or cancellation is processed. By selecting a bank transfer debit as a payment method you authorize Uplinq to debit your bank account on file as a payment method for any amount owed for charges arising from your use of Uplinq’s services and/or purchase of products from Uplinq, pursuant to Uplinq’s website and terms, until this authorization is revoked. You may amend or cancel this authorization at any time by providing Uplinq with an alternative method of payment. If an issue arises with a declined credit card or a failed payment, Uplinq will promptly notify the account owner or the designated billing contact. Uplinq may require a backup payment method on file should your preferred payment method continue to fail to process payment.

5.3(a). Suspension for Non-Payment

If a payment is declined or fails, Uplinq will provide written notice to the billing contact on file. If the payment issue is not resolved within five (5) business days of such notice, Uplinq reserves the right to suspend the Services without further notice until the account is brought current. Subscription fees, and separate fees for agreed upon work to be performed by Uplinq, are non-refundable. You remain obligated for any unpaid fees for the remainder of your Subscription Period, including during any period of interruption of your Uplinq subscription. To reinstate suspended Services, you must pay all past-due amounts in full. Uplinq may charge a reinstatement fee of up to $150 to restore Services following a suspension.

Uplinq spends considerable resources identifying, recruiting, and training our team members. For this reason, you agree not to solicit for hire, either directly or indirectly, on behalf of yourself or for any third party, any then-current employee or contractor of ours who has been made known to you in connection with the Services (“Uplinq Personnel”) during the term of this Agreement and for one year thereafter. Due to the cost of identifying, recruiting, and training replacement personnel, you agree to pay Uplinq $60,000 for every Uplinq Personnel who terminates their employment or contractor relationship with Uplinq as a result of your breach of this section.

THE WARRANTIES STATED IN THIS AGREEMENT ARE THE SOLE AND EXCLUSIVE WARRANTIES OFFERED BY UPLINQ. EXCEPT AS EXPRESSLY STATED IN THE AGREEMENT, NEITHER WE, NOR AFFILIATES, THIRD-PARTY SERVICE PROVIDERS, SUPPLIERS OR DISTRIBUTORS (“PROVIDING ENTITIES”) MAKE ANY WARRANTIES, EITHER EXPRESS OR IMPLIED, ABOUT THE SERVICES, OUR TECHNOLOGY, OR OUR TOOLS. THE SERVICES, OUR TECHNOLOGY AND OUR TOOLS ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. NO WARRANTY IS MADE THAT THE SERVICES OR THE RESULTS OF THEIR USE WILL MEET YOUR NEEDS OR EXPECTATIONS, WILL BE TIMELY, SECURE, UNINTERRUPTED OR ERROR-FREE. YOU ASSUME ALL RESPONSIBILITY FOR DETERMINING WHETHER THE SERVICES OR THE INFORMATION GENERATED THEREBY IS ACCURATE OR SUFFICIENT FOR YOUR PURPOSES. WE FULLY DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

IN NO EVENT WILL UPLINQ, ITS EMPLOYEES, OFFICERS, DIRECTORS, AFFILIATES, SUPPLIERS, LICENSORS, OR THIRD PARTY SERVICERS BE LIABLE FOR DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT EXCEEDING FEES PAID IN RESPECT OF THE SERVICES DURING THE THREE (3) MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY. IN NO EVENT SHALL UPLINQ BE LIABLE TO CUSTOMER FOR ANY (I) SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, (II) LOST SAVINGS, PROFITS, DATA, USE, OR GOODWILL, (III) BUSINESS INTERRUPTION EVEN IF NOTIFIED IN ADVANCE OF SUCH POSSIBILITY, OR (IV) PERSONAL OR PROPERTY DAMAGE ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT, REGARDLESS OF CAUSE OF ACTION OR THE THEORY OF LIABILITY.

Uplinq uses your data to provide services to you. The privacy policy located at https://www.uplinq.com/privacy describes in more detail how we handle personal data.

9.1. Use of Your Data

We do not own data that you enter or upload into our system, but you grant us a license to use, copy, transmit, store, analyze, and back up all data you submit to us as part of our provision of services. This may include personal data relating to yourself and others. We use this data to enable you to use our services, improve and develop our services, communicate with you about our services, and send you information that may be of interest to you based on your marketing preferences. We may also disclose certain information to third party service providers, including subcontractors engaged to perform bookkeeping services on our behalf, to enable and support such communication and services.

9.2. Use of Personal Data

Uplinq’s Privacy Policy sets out in detail how we gather, process, protect, and use your personal data.

9.3. Statistical Data

We may create anonymized statistical data from your data and your use of our services, including the aggregation of certain data. We may use such anonymized data for our own purposes, including improving our services, developing new products, and creating certain statistical and marketing models.

9.4. Data Breaches and Notifications

In the event there is a data breach that results in unauthorized access to your personal data, we will inform you and where possible give you information about what happened. If you believe you have been the victim of unauthorized data access you may notify us at help@uplinq.com.

9.5. California Consumer Privacy Act and Virginia Consumer Data Protection Act Notice

The following terms apply to the extent and while you are subject to the CCPA or VCDPA and Uplinq processes personal information or personal data as part of Customer Data (“Personally Identifiable Customer Data”):

Uplinq agrees that it shall not: (a) sell or share any Personally Identifiable Customer Data; (b) retain, use, or disclose Personally Identifiable Customer Data outside the purposes specified in the Agreement or our direct business relationship with you; or (c) combine Personally Identifiable Customer Data with personal data obtained from other sources as prohibited by the CCPA.

Each of Uplinq and you acknowledges and agrees that: (i) the Personally Identifiable Customer Data is disclosed to Uplinq only for the limited and specified purpose of Uplinq’s performance of obligations under the Agreement; (ii) with respect to Personally Identifiable Customer Data, Uplinq will comply with all applicable obligations under the CCPA or VCDPA, as applicable, and provide the level of privacy protection required of service providers under the CCPA or VCDPA; (iii) you have the right to take reasonable and appropriate steps to help ensure that Uplinq uses the Personally Identifiable Customer Data in a manner consistent with Uplinq’s obligations under the CCPA or VCDPA and the Agreement; (iv) Uplinq must notify you if Uplinq determines that it can no longer meet its obligations under the CCPA and the Agreement; and (v) you have the right, upon notice, to take reasonable and appropriate steps to stop and remediate unauthorized use of Personally Identifiable Customer Data.

9.5(a). Sub-Processor Obligations

To the extent Uplinq engages sub-processors to assist in providing the Services, including third-party subcontractors who perform bookkeeping tasks on Uplinq’s behalf, Uplinq will require such sub-processors to adhere to data protection obligations that are at least as restrictive as those applicable to Uplinq under this Section 9. Sub-processors will be prohibited from using Personally Identifiable Customer Data for any purpose other than performing the specific bookkeeping services for which they are engaged.

9.6. Client Indemnification

You agree to indemnify, defend, and hold harmless Uplinq and its employees, officers, directors, affiliates, contractors, and subcontractors from and against any and all claims, losses, liabilities, damages, and legal fees (including reasonable attorneys’ fees) arising out of or relating to: (i) inaccuracies, omissions, or errors in data, records, or information you provide to Uplinq; (ii) your failure to review, correct, or approve deliverables in a timely manner; (iii) your use of or reliance on any bookkeeping work product; or (iv) any third-party claims arising from your business operations or your use of the Services.

10.1. Definition of Confidential Information

“Confidential Information” means information of one party or its affiliates disclosed to another party (the “recipient”) that is either marked as confidential or would normally be considered confidential under the circumstances of the disclosure. Confidential Information does not include information: (1) that is known to the recipient prior to its disclosure; (2) is independently developed by the recipient without use of the other party’s Confidential Information; (3) is shared by a third party without a duty of confidentiality; or (4) becomes publicly known through no fault of the recipient.

10.2. Non-Disclosure and Non-Use

Subject to section 9 above and sections 10.3 and 10.5 below, the recipient will only use the other party’s confidential information to exercise its rights and fulfill its obligations pursuant to this Agreement and it will use reasonable care to protect against unauthorized disclosure of the other party’s Confidential Information to any unauthorized third parties.

10.3. Permitted Disclosure of Confidential Information

Regardless of any other provision in the Agreement, the recipient may disclose the other party’s Confidential Information: (1) in response to a valid request pursuant to a legal process after notification pursuant to section 10.4; (2) with the other party’s written consent; and (3) in connection with performing its obligations or enforcing its rights pursuant to this Agreement.

10.3(a). Subcontractor Disclosure

For the avoidance of doubt, permitted disclosure under Section 10.3(3) includes disclosure of Confidential Information, including customer financial data, to subcontractors engaged to perform bookkeeping or related services on Uplinq’s behalf, provided that such subcontractors are bound by written confidentiality obligations at least as protective as those set forth in this Section 10, and are prohibited from using such Confidential Information for any purpose other than performing the services for which they are engaged.

10.4. Notification in the Event of Legal Process

Recipient will make a commercially reasonable effort to notify the other party and provide them with an adequate chance to respond prior to disclosing that party’s Confidential Information. However, such notice and opportunity may be withheld in the event that the disclosing party is legally prohibited from providing such notice and opportunity.

10.5. Opposition to and Expenses of Production

The recipient will comply, at the expense of the other party, with the other party’s reasonable request to oppose the disclosure of Confidential Information pursuant to any legal process. If you request that we provide documents or witnesses in response to a legal proceeding to which we are not a party, you agree to reimburse us for our professional time at our then-current hourly rates, as well as any reasonable attorney’s fees or other expenses we may incur.

10.6. Injunctive Relief

The parties agree that any breach of confidentiality obligations in this Section 10 may cause irreparable damage, which money cannot satisfactorily remedy, and therefore the other party may seek injunctive relief for any threatened or actual breach of Section 10 without the need to prove damages or post a bond or other surety.

10.7. Third-Party Applications and Infrastructure

Uplinq provides services using networks only part of which are within our control. In addition, you may be using third-party applications that access your information and data. Our obligations under this Section 10 only apply to networks and equipment which we control, and we are not responsible for any delay, loss, interception, or alteration of Customer Data or other Confidential Information on a network or infrastructure outside of our control.

11.1. Judicial Forum for Disputes

Except as set forth in Section 11.5 (Arbitration), the parties agree that any and all claims relating to the Agreement or the Services shall exclusively be brought in the federal or state courts of Maricopa County, Arizona, subject to the mandatory arbitration provisions below. Each party consents to the venue and personal jurisdiction of such courts.

11.2. Notice of Disputes

If you have a dispute with us, you must promptly send written notice to: Uplinq, Inc., 4110 N Scottsdale Rd., Suite 210, Scottsdale AZ 85251. You agree that we may contact you by sending notice to the postal address or email address listed to which we originally sent our Service Proposal.

11.3. Governing Law

The Agreement shall be governed in accordance with the laws of the State of Arizona and any controlling United States federal law, including the Federal Arbitration Act, without regard to conflict of law principles.

11.4. Informal Resolution

Before filing a claim, you and we each agree to try to resolve the dispute by contacting the other party through the notice procedures in Section 11.2. If a dispute is not resolved within 30 days of notice, you or we may bring a formal proceeding.

11.5. Arbitration

The parties agree to resolve any and all claims relating to the Agreement or the Services through final and binding arbitration and that the provisions of the Federal Arbitration Act (FAA) (9 U.S.C. §1 et seq.) govern this Agreement. The parties agree that the American Arbitration Association (AAA) will administer the arbitration under its Commercial Arbitration Rules. The arbitration will be held in Scottsdale, Arizona, or any other location both parties agree to in writing.

11.6. Exceptions to Arbitration

In the event that either party brings a claim or cause of action solely for injunctive relief (i) under Section 10.6; (ii) to prevent or stop unauthorized use or abuse of the Services; (iii) to prevent or stop infringement of Intellectual Property Rights; (iv) relating to unlawful acts that threaten future injury to the general public; or (v) otherwise, the state and federal courts located in Maricopa County, Arizona shall have exclusive jurisdiction over such claim or cause of action.

11.7. No Class Actions

THE PARTIES WAIVE ANY RIGHT TO ASSERT ANY CLAIMS AGAINST THE OTHER PARTY AS A REPRESENTATIVE OR MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION, AND EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN OUR OR YOUR INDIVIDUAL CAPACITY, EXCEPT WHERE SUCH WAIVER IS PROHIBITED BY LAW OR DEEMED BY A COURT OF LAW TO BE AGAINST PUBLIC POLICY.

11.8. Arbitration Opt Out

If you don’t wish to be bound by these arbitration provisions, you must notify us by emailing arbitration-opt-out at help@uplinq.com no later than 30 days after the Effective Date. An opt-out notice does not revoke any previous arbitration agreement between us.

11.9. Batch Arbitration

To increase the efficiency of administration and resolution of arbitrations, in the event 100 or more similar arbitration demands presented by or with the assistance or coordination of the same law firm(s) or organization(s) are submitted to AAA against us within reasonably close proximity, the arbitration provider shall administer the arbitration demands in batches of 100 demands per batch, designate one arbitrator for each batch, and provide for a single filing fee due per side per batch.

11.10. Future Changes to This Dispute Resolution Agreement

If we make any changes to this Section 11 or any successor section, you may reject any such change by notifying us via the procedure set forth in Section 11.8 within 30 days of the change.

12.1. Updates to These Terms

You understand and agree that from time to time we may amend these terms. We will notify you of any material changes by promptly sending an email or posting a notice in the Services. By continuing to access or use the Services after such notice, you agree that you will be deemed to have agreed to be bound by the modified terms.

12.2. Severability

If one or more of the provisions contained in the Agreement is held invalid, illegal or unenforceable in any respect by any court of competent jurisdiction, such holding will not impair the validity, legality, or enforceability of the remaining provisions.

12.3. Assignment

You may not assign the Agreement, or your rights or obligations under it, in whole or in part and any such assignment is void. We may freely assign the Agreement, or our rights and obligations under it, in whole or in part.

12.4. Electronic Notices

We will communicate with you via the email associated with your account with us or the Services’ user interface. It is your responsibility to keep your Services account email address up to date so that you are able to receive electronic communications from us.

12.5. Entire Agreement; Amendments

The Agreement constitutes the entire agreement between the parties with respect to its subject matter, and supersedes any and all prior and contemporaneous agreements, discussions, negotiations, and offers. Except as specifically stated otherwise in the Agreement, any amendment must be in writing, expressly state that it is amending the Agreement, and must be signed by both parties.

12.6. Order of Precedence; Interpretation

In the event of an express conflict between these terms and any Order Form, the Order Form shall take precedence and govern. Headings are for information purposes only. The Agreement shall not be interpreted against the drafter.

12.7. Third-Party Beneficiaries

Third parties who provide services to Uplinq are intended third-party beneficiaries of Sections 7 to 8 (inclusive). Except as expressly set forth in the foregoing, there are no other third-party beneficiaries to the Agreement. All Services are for your internal purposes and use only.

12.8. No Employment, Partnership, or Agency Relationship

Each party is an independent contractor, and except as expressly set forth in the Agreement neither party has any authority to act on behalf of the other. Neither party will represent itself as agent, servant, franchisee, joint venturer, joint employer or legal partner of the other.

12.9. No Publicity

Neither party shall make any public statement about the Agreement or the relationship of the parties governed by the Agreement that identifies the other party without the other party’s prior written consent, except that while you are a customer, we may use your name and logo in customer lists on an equal footing with other customers.

12.10. Compliance

The Services, Our Technology, and derivatives thereof may be subject to U.S. and foreign export laws and regulations. Each party represents and warrants that it is not on any U.S. government denied-party list. You will not permit any User to access or use Our Technology in Russia or in a U.S.-embargoed country or region or in violation of any U.S. export law or regulation.

12.11. Unfair Competition

You may not use the Services, Our Technology, or any materials provided by us to build a competitive product or service or to benchmark with a product or service not provided by us.

12.12. Waivers

A party’s failure or delay to exercise any right under the Agreement will not act as a waiver of such right. Rights may only be waived in writing signed by the waiving party.

12.13. Force Majeure

Notwithstanding any provision contained in the Agreement, neither party will be liable to the other to the extent performance of any obligations (other than the payment of money) under the Agreement is delayed or prevented by an act of God or another event outside of reasonable control of the party seeking excuse of performance.

12.14. Typographical Errors

In the event a Service is listed at an incorrect price due to a typographical error or error in pricing information received from our partners or suppliers, we will have the right to refuse or cancel any Order Form at the incorrect price. In such an event, if you have already paid the incorrect price, we will promptly refund you the balance of your payment.