Effective Date: December 10th, 2024

1. Definitions

“Upfirst” refers to Upfirst Inc., a Florida corporation, and its directors, officers, employees, agents, and affiliates.

“You” or “Your” refers to any user of the Service.

“Service” refers to the AI-powered virtual receptionist services and related offerings provided by Upfirst, including data collection from clients, scheduling calls, and routing communications to a live human operator when necessary.

2. Acceptance of Terms

By accessing or using the Service, you agree to be bound by these Terms of Service (“Terms”) and our Privacy Policy. If you do not agree to all of these Terms, you may not access or use the Service. These Terms supersede any prior agreements or understandings related to the Service.

3. Modification of Terms

Upfirst reserves the right, at its sole discretion, to modify these Terms at any time and without prior notice. We will post the updated Terms and indicate the effective date. Your continued use of the Service after any changes become effective constitutes your acceptance of the updated Terms. If you do not agree to the changes, you must stop using the Service.

4. Eligibility

You represent and warrant that you are at least 18 years of age. If you are under 18, you may not use the Service.

5. Compliance with Laws

You agree to comply with all applicable local, state, federal, and international laws and regulations related to your use of the Service, including but not limited to:

• Telecommunications and Privacy: You agree to comply with all laws governing privacy, data protection, and electronic communications. This includes compliance with regulations promulgated by the Federal Communications Commission (FCC) and any applicable state laws governing telemarketing, autodialed calls, prerecorded messages, and unsolicited advertising.
• Consent for Recordings: By default, the Service may record calls and other communications. These recordings are provided for your convenience and to improve the Service, but we do not control your use of these recordings. We do not know the location of your callers, and state laws vary regarding call recording consent. Some states require consent from all parties on a call, others require only one party’s consent. You are responsible for understanding and complying with any applicable recording consent laws in the jurisdictions where you and your callers are located. Upfirst makes no representation or warranty that your use of call recordings will comply with any particular laws, and you agree to use this feature in a legally compliant manner.

6. Prohibited Uses

You agree not to use the Service:

• For any unlawful purpose or activity.
• In a manner that infringes upon the intellectual property or other rights of Upfirst or any third party.
• To harass, threaten, defame, abuse, or otherwise harm another individual or entity.
• To distribute spam, bulk unsolicited communications, or unauthorized advertising.
• To transmit viruses, malware, or any harmful code.
• To engage in activities that disrupt or interfere with the operation, security, or performance of the Service.
• To collect personal information about others without their consent.

You further agree not to use the Service to make calls to:

• Emergency telephone lines.
• Public safety answering points.
• Health care facilities.
• Any service for which the called party is charged for the call (where prohibited by law).

Upfirst reserves the right to limit call frequency or take other actions as necessary to prevent unlawful or abusive calling activity.

7. Telemarketing and Calling Restrictions

You may use the Service only to contact individuals who have provided prior express consent to be contacted or with whom you have an established business relationship as defined by applicable laws. Upon Upfirst’s request, you agree to provide evidence of such consent or relationship.

You must properly identify yourself on outbound calls by transmitting accurate caller identification (“Caller ID”) information. You may not:

• Block or mask Caller ID information.
• Use an anonymous or false phone number.
• Misrepresent the originating phone number or the identity of the caller.

8. User Content

You are solely responsible for any content you provide, transmit, or generate through the Service (“User Content”), including call recordings, transcripts, messages, or other materials.

By submitting User Content, you grant Upfirst a worldwide, non-exclusive, royalty-free, perpetual, irrevocable license to use, store, reproduce, modify, create derivative works from, publish, distribute, and sublicense such User Content as necessary to operate and improve the Service.

You represent and warrant that your User Content and your use of it in connection with the Service does not violate any applicable law or infringe upon any third party’s rights.

9. User Account

To access certain features, you may need to create an account. You agree to:

• Provide accurate, current, and complete information during registration.
• Maintain and promptly update your account information.
• Keep your login credentials confidential and secure.
• Accept responsibility for all activities conducted under your account.

If you suspect unauthorized use of your account, contact us immediately at legal@upfirst.ai.

10. Privacy Policy

Our Privacy Policy is incorporated by reference into these Terms. By using the Service, you acknowledge that you have read, understand, and agree to the Privacy Policy, which describes how we collect, use, and disclose your information.

11. Ownership and Proprietary Rights

All software, code, systems, methods, designs, text, graphics, images, and other materials provided through the Service (collectively, “Materials”) are the property of Upfirst or its licensors and are protected by intellectual property and other laws. Except as expressly authorized, you may not reproduce, modify, distribute, sell, or create derivative works from any part of the Service or the Materials.

12. Feedback

If you provide suggestions, feedback, or improvements (“Feedback”) to Upfirst, you hereby grant Upfirst the right to use such Feedback without restriction or compensation to you.

13. Indemnification

You agree to fully indemnify, defend, and hold harmless Upfirst and its affiliates from any claims, damages, liabilities, losses, investigations, inquiries, costs, and expenses (including reasonable attorneys’ fees) arising from or related to:

• Your use or misuse of the Service.
• Your violation of these Terms or any applicable law.
• Your violation of any rights of a third party.
• Any allegation that your use of the Service or your User Content violated telemarketing, telephone solicitation, privacy, or communications laws, including call recording laws.

Upfirst reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you must indemnify us. You agree to cooperate in our defense of such claims.

14. Cooperation with Authorities

Upfirst reserves the right to cooperate with law enforcement, regulatory bodies, or any authorized third parties in investigating suspected illegal, fraudulent, or improper activities related to the Service. This may include disclosing information about your use of the Service and your account.

15. Service Suspension and Termination

Upfirst may suspend or terminate your access to the Service at any time and for any reason, including but not limited to:

• Your breach of these Terms.
• Your engagement in unlawful or prohibited calling activities.
• Your failure to comply with requests for evidence of consent or business relationship.
• If required by law or a regulatory authority.

If your account is terminated, you may lose access to User Content and other information associated with your account. Upfirst will have no liability to you for termination of your access.

16. Disclaimers

THE SERVICE AND ALL MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. UPFIRST DISCLAIMS ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. UPFIRST DOES NOT GUARANTEE THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, ERROR-FREE, OR FREE OF VIRUSES OR MALICIOUS CODE.

17. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, UPFIRST SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING LOSS OF PROFITS, REVENUE, OR DATA) ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SERVICE. IN NO EVENT SHALL UPFIRST’S TOTAL LIABILITY EXCEED ONE HUNDRED DOLLARS ($100).

SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

18. Changes to Compliance Requirements

Upfirst reserves the right to modify the Service or take other appropriate actions to ensure compliance with changes in applicable laws, regulations, or industry standards related to communications, telemarketing, and related matters. Your continued use of the Service after such changes constitutes your acceptance. If you find these changes unacceptable, you must cease using the Service immediately.

19. Governing Law and Jurisdiction

These Terms are governed by the laws of the State of Florida, without regard to conflicts of law principles. Any dispute arising from or related to these Terms shall be resolved exclusively in the state or federal courts located in Florida, and you consent to the jurisdiction of such courts.

20. Severability

If any provision of these Terms is found unenforceable, that provision will be severed, and the remainder of these Terms shall remain in full force and effect.

21. Assignment

Upfirst may assign or transfer its rights and obligations under these Terms without restriction. You may not assign or transfer your rights or obligations without Upfirst’s prior written consent.

22. Entire Agreement

These Terms, together with the Privacy Policy, constitute the entire agreement between you and Upfirst regarding the use of the Service. They supersede all prior agreements, understandings, and communications, whether written or oral.

23. Contact Us

If you have any questions about these Terms, please contact us at:

Upfirst Inc.

Email: legal@upfirst.ai

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