Terms of Use

1. About Upspire Studio and Our Services

Upspire Studio, LLC ("Upspire Studio," "we," "us," or "our") is a technology studio headquartered in Bellingham, Washington. We design, build, and operate a family of independently branded web applications ("Applications"). While each Application may carry its own name and brand identity, they are all developed and managed under the legal umbrella of Upspire Studio, LLC, and these Terms of Use apply uniformly across all of them unless a specific Application provides supplemental terms.

These Terms govern your access to and use of all Applications, websites, APIs, and related services (collectively, the "Services") provided by Upspire Studio.

2. Eligibility

You must be at least 13 years of age to use the Services. If you are under 18 years of age, you represent that you have your parent or guardian's permission to use the Services and that they have read and agreed to these Terms on your behalf. If you are using the Services on behalf of an organization, you represent and warrant that you are authorized to bind that organization to these Terms.

3. Accounts and Registration

Some Services require you to create an account. You agree to:

• Provide accurate, current, and complete registration information;
• Maintain the security of your account credentials and not share them with others;
• Promptly notify us at shawn@upspire.studio if you suspect unauthorized access to your account;
• Accept responsibility for all activities that occur under your account.

We reserve the right to suspend or terminate accounts that contain inaccurate information or that we determine, in our sole discretion, pose a security risk.

4. Acceptable Use

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

• Use the Services in any way that violates applicable federal, state, local, or international law or regulation;
• Engage in any conduct that restricts or inhibits anyone's use or enjoyment of the Services, or which may harm Upspire Studio or users of the Services;
• Use any automated means (bots, scrapers, crawlers) to access or collect data from the Services without our prior written consent;
• Attempt to probe, scan, or test the vulnerability of the Services or circumvent any security or authentication measures;
• Upload or transmit viruses, malware, or any other malicious or harmful code;
• Impersonate or attempt to impersonate Upspire Studio, an Upspire Studio employee, another user, or any other person or entity;
• Transmit spam, unsolicited advertising, or chain letters;
• Use the Services to develop a competing product or service without our explicit written permission;
• Use AI-generated outputs from our Applications in ways that violate the terms of the underlying AI service providers (see Section 10).

5. User Content

Your Content. You retain ownership of any content, data, or materials you submit, upload, or otherwise make available through the Services ("User Content"). By providing User Content, you grant Upspire Studio a non-exclusive, worldwide, royalty-free, sublicensable license to use, store, reproduce, modify (for formatting purposes), and display your User Content solely to the extent necessary to provide and improve the Services.

Your Responsibility. You are solely responsible for your User Content and the consequences of submitting it. You represent and warrant that your User Content does not infringe any third-party intellectual property rights, does not violate any applicable law, and is not defamatory, obscene, or otherwise objectionable.

Our Rights. We reserve the right to remove or disable any User Content that, in our sole discretion, violates these Terms or is otherwise objectionable, without prior notice to you.

6. Intellectual Property

The Services, including all software, designs, text, graphics, logos, and other content created by Upspire Studio (excluding User Content), are owned by Upspire Studio, LLC or its licensors and are protected by U.S. and international intellectual property laws. You are granted a limited, non-exclusive, non-transferable, revocable license to access and use the Services for their intended purposes. Nothing in these Terms grants you any right to copy, modify, distribute, sell, or otherwise exploit any part of the Services beyond this limited license.

Each Application's name, logo, and associated branding are trademarks or service marks of Upspire Studio, LLC. You may not use them without our prior written permission.

7. AI-Powered Features

Many of our Applications incorporate artificial intelligence features powered by third-party AI services, including but not limited to Anthropic (Claude) and OpenRouter. Where AI features are present:

• Outputs are not guaranteed. AI-generated content may be inaccurate, incomplete, or outdated. You are responsible for independently verifying any AI-generated output before relying on it for important decisions.
• No professional advice. Nothing generated by AI features within our Services constitutes legal, financial, medical, or other professional advice.
• Your prompts and inputs may be processed by third-party AI providers in accordance with their terms and privacy policies (see Section 10 and the Data Processors section).
• Acceptable use of AI features. You agree not to use AI features to generate content that is harmful, illegal, misleading, or that violates the usage policies of the underlying AI providers.

8. Fees and Payments

Certain Services or features may be offered on a paid subscription or one-time payment basis. When fees apply:

• All fees are stated in U.S. dollars unless otherwise indicated;
• Payments are processed by Stripe, Inc. Your payment information is transmitted directly to Stripe and is subject to Stripe's Privacy Policy and Terms of Service;
• Subscription fees are billed in advance on a recurring basis (monthly or annually, as selected) and are non-refundable except as required by law or as expressly stated in the applicable Application's terms;
• We reserve the right to change our fees upon thirty (30) days' notice. Continued use of the paid Service after the fee change constitutes your acceptance of the new fee;
• If a payment fails, we may suspend or terminate your access to paid features.

9. Third-Party Links and Services

The Services may contain links to third-party websites, tools, or services that are not owned or controlled by Upspire Studio. We have no control over and assume no responsibility for the content, privacy policies, or practices of any third-party services. We strongly advise you to review the terms and privacy policy of any third-party service you use in conjunction with our Services.

10. Third-Party Service Providers and AI Platforms

Our Services are built on a foundation of trusted third-party infrastructure providers. By using our Services, you acknowledge that your data may be processed by these providers in accordance with their own terms of service and privacy policies. A complete list of our data processors, along with links to their privacy documentation, is provided in the Data Processors section of our Privacy Policy below.

11. Disclaimers

THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR COURSE OF PERFORMANCE. UPSPIRE STUDIO DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

12. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL UPSPIRE STUDIO, LLC, ITS OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE FULLEST EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNT YOU PAID TO UPSPIRE STUDIO IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100).

13. Indemnification

You agree to defend, indemnify, and hold harmless Upspire Studio, LLC and its affiliates, officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or in any way connected with: (a) your access to or use of the Services; (b) your User Content; (c) your violation of these Terms; or (d) your violation of any third-party right, including any intellectual property right or privacy right.

14. Modifications to the Services and Terms

We reserve the right to modify or discontinue the Services (or any part thereof) at any time, with or without notice. We also reserve the right to update these Terms at any time. When we make material changes, we will update the "Effective Date" at the top of this page and, where appropriate, notify you via email or in-app notification. Your continued use of the Services after the effective date of any changes constitutes your acceptance of the updated Terms.

15. Termination

We may suspend or terminate your access to the Services at any time, for any reason, including if we believe you have violated these Terms. You may discontinue using the Services at any time. Upon termination, your right to use the Services ceases immediately. Provisions of these Terms that by their nature should survive termination will survive, including but not limited to Sections 6, 11, 12, 13, and 17.

16. Governing Law and Dispute Resolution

These Terms are governed by and construed in accordance with the laws of the State of Washington, without regard to its conflict of law provisions. Any dispute arising out of or relating to these Terms or the Services that cannot be resolved informally shall be submitted to binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, with proceedings conducted in Whatcom County, Washington. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent irreparable harm.

You agree that any dispute resolution proceeding will be conducted on an individual basis and not as a class action or representative action.

17. General

Entire Agreement. These Terms, together with our Privacy Policy and any supplemental terms for specific Applications, constitute the entire agreement between you and Upspire Studio regarding the Services and supersede all prior agreements.

Severability. If any provision of these Terms is held invalid or unenforceable, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions will remain in full force.

Waiver. Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights.

Assignment. You may not assign or transfer these Terms or your rights under them without our prior written consent. We may assign our rights and obligations under these Terms freely.

Contact. Questions about these Terms should be sent to shawn@upspire.studio.

Privacy Policy

1. Who We Are

Upspire Studio, LLC is the data controller for personal information collected through our Services. We are headquartered in Bellingham, Washington, USA. You can reach our privacy team at shawn@upspire.studio.

2. Information We Collect

2.1 Information You Provide Directly

• Account information: Name, email address, username, and password when you create an account.
• Profile information: Any optional profile details you choose to add (e.g., organization name, role, profile photo).
• Payment information: Billing name, billing address, and payment method details. Note: full card numbers are processed and stored by Stripe, not by us.
• Communications: Messages you send us via email or in-app contact forms, including support requests.
• User Content: Any content, data, prompts, or materials you submit through the Services.

2.2 Information Collected Automatically

• Log data: IP address, browser type and version, operating system, referring URLs, pages visited, and timestamps.
• Device information: Device type, screen resolution, and language settings.
• Usage data: Features used, actions taken, session duration, and click patterns.
• Cookies and similar technologies: We use session cookies (essential for login and security) and, where consented, analytics cookies. See Section 8 for more detail.

2.3 Information from Third Parties

• OAuth providers: If you sign in via a third-party provider (e.g., GitHub OAuth), we receive your name, email address, and profile information as permitted by that provider.
• Payment processors: Stripe may share limited transaction metadata (e.g., subscription status, payment success/failure) with us.

3. How We Use Your Information

We use personal information to:

• Create and manage your account and deliver the Services you requested;
• Process payments and manage billing;
• Send transactional and service-related communications (account verification, password resets, billing receipts, service notices);
• Send product updates, newsletters, or marketing communications — you may opt out at any time;
• Provide customer support and respond to inquiries;
• Improve, personalize, and develop our Services through analytics and research;
• Monitor for fraud, abuse, and security threats;
• Comply with legal obligations and enforce our Terms of Use.

Legal basis (for EEA/UK users): We rely on contract performance (delivering the Services), legitimate interests (security, improvement, fraud prevention), legal obligation, and consent (marketing communications and non-essential cookies).

4. How We Share Your Information

We do not sell your personal information. We share information only as described below:

4.1 Service Providers / Data Processors

We share information with third-party service providers who process data on our behalf. These vendors are bound by contractual data processing agreements and may only use your data to provide services to us. See the full Data Processors table below.

4.2 Business Transfers

If Upspire Studio, LLC is involved in a merger, acquisition, or sale of assets, your personal information may be transferred as part of that transaction. We will provide notice before your information is transferred and becomes subject to a different privacy policy.

4.3 Legal Requirements

We may disclose your information if required to do so by law or in response to valid legal process (subpoena, court order, government request). We will attempt to notify you in advance where legally permitted.

4.4 Protection of Rights

We may disclose information where we believe it is necessary to investigate, prevent, or take action regarding suspected fraud, violations of our Terms, or threats to the safety of any person.

5. AI Feature Data Flows

When you use AI-powered features within our Applications, your inputs (prompts, uploaded content, conversation context) may be transmitted to third-party AI providers for processing. Specifically:

• Anthropic (Claude API): Prompts and conversation data are sent to Anthropic's API. Anthropic may retain submitted data for up to 30 days for trust and safety purposes, but does not use API inputs to train models by default. See Anthropic's Privacy Policy.
• OpenRouter: Where we route AI requests through OpenRouter, your prompts may be forwarded to various underlying model providers. See OpenRouter's Privacy Policy for details.

We advise users not to submit sensitive personal information (Social Security numbers, financial account details, health information, etc.) as prompts or inputs to AI features.

6. Data Retention

We retain personal information for as long as your account is active or as needed to provide the Services, comply with legal obligations, resolve disputes, and enforce agreements. Specifically:

• Account data: Retained for the duration of your account and for up to 90 days after deletion to allow for recovery, then permanently deleted.
• Usage and log data: Typically retained for 12 months, then aggregated or deleted.
• Financial records: Retained for up to 7 years as required by applicable tax and accounting law.
• Communications with support: Retained for up to 3 years to help resolve disputes and improve support quality.

You may request deletion of your data at any time (see Section 9).

7. Data Security

We implement industry-standard technical and organizational measures to protect your personal information, including:

• Encryption of data in transit (TLS) and at rest;
• Row-level security in our database (Supabase/PostgreSQL);
• Access controls limiting employee and contractor access to personal data on a need-to-know basis;
• Regular security assessments of our infrastructure and third-party dependencies.

Despite these measures, no system is perfectly secure. We cannot guarantee the absolute security of your information. If we become aware of a data breach that is likely to affect your rights, we will notify you as required by applicable law.

8. Cookies and Tracking Technologies

We use the following categories of cookies:

• Strictly necessary cookies: Required for core functionality such as user authentication and session management. These cannot be disabled.
• Analytics cookies: Used to understand how users interact with our Services (e.g., pages visited, feature usage). These are used in aggregate and are only deployed with your consent where required by law.
• Preference cookies: Store your settings and preferences to improve your experience.

You can control cookie preferences through your browser settings or any cookie consent mechanism provided within a specific Application. Note that disabling certain cookies may affect the functionality of the Services.

9. Your Rights and Choices

Depending on your location, you may have the following rights regarding your personal information:

• Access: Request a copy of the personal information we hold about you.
• Correction: Request that we correct inaccurate or incomplete data.
• Deletion: Request deletion of your personal information ("right to be forgotten"), subject to legal retention obligations.
• Portability: Request your data in a machine-readable format.
• Restriction / Objection: Request that we restrict or stop certain processing of your data.
• Withdraw Consent: Where processing is based on consent, withdraw consent at any time without affecting the lawfulness of prior processing.
• Opt Out of Marketing: Use the unsubscribe link in any marketing email or contact us directly.

To exercise any of these rights, email us at shawn@upspire.studio with "Privacy Request" in the subject line. We will respond within 30 days (or sooner as required by law). We may need to verify your identity before processing your request.

10. California Residents (CCPA / CPRA)

If you are a California resident, you have additional rights under the California Consumer Privacy Act (CCPA) as amended by the CPRA:

• Right to Know: The categories of personal information collected, the purposes of collection, and the categories of third parties with whom it is shared.
• Right to Delete: Request deletion of personal information we have collected from you, subject to certain exceptions.
• Right to Correct: Request correction of inaccurate personal information.
• Right to Opt Out of Sale / Sharing: We do not sell or share personal information for cross-context behavioral advertising purposes.
• Right to Non-Discrimination: We will not discriminate against you for exercising your CCPA rights.

To submit a California privacy request, email shawn@upspire.studio with "California Privacy Request" in the subject line.

11. International Transfers

Upspire Studio operates primarily in the United States. Our third-party service providers may process your data in the United States and other countries. If you access the Services from outside the United States, your information may be transferred to, stored, and processed in the U.S. where data protection laws may differ from those in your jurisdiction. Where required, we rely on appropriate safeguards (such as Standard Contractual Clauses) for transfers of personal data from the EEA, UK, or Switzerland to third countries.

12. Children's Privacy

Our Services are not directed to children under the age of 13. We do not knowingly collect personal information from children under 13. If we become aware that we have inadvertently collected personal information from a child under 13, we will take steps to delete it promptly. If you believe a child has provided us with personal information, please contact us at shawn@upspire.studio.

13. Changes to This Privacy Policy

We may update this Privacy Policy from time to time. When we make material changes, we will update the effective date and, where appropriate, notify you by email or through the Services. Your continued use of the Services after the effective date constitutes acceptance of the updated Privacy Policy.

14. Contact Us

For privacy questions, requests, or concerns, please contact:

Upspire Studio, LLC
Bellingham, Washington, USA
Email: shawn@upspire.studio

Sub-Processors & Data Processors

Upspire Studio relies on the following third-party service providers to deliver the Services. Each provider acts as a data processor under our instruction and is subject to appropriate data processing agreements. We review this list regularly and will update it as providers change.

Data Processing Agreements

Upspire Studio maintains or relies upon Data Processing Agreements (DPAs) with each of the above providers where required under applicable data protection law (including GDPR). These agreements obligate each provider to:

• Process personal data only on our documented instructions;
• Implement appropriate technical and organizational security measures;
• Notify us of any data breaches within required timeframes;
• Return or delete personal data upon termination of services;
• Not engage sub-processors without appropriate contractual protections in place.

Updates to This List

We may add or change service providers as our technology stack evolves. We will update this page and, for material changes involving new categories of data or high-risk processing, we will notify users via email or in-app notice before the change takes effect. If you have questions about a specific provider, contact us at shawn@upspire.studio.