Terms of Service

Effective date: March 11, 2026

1. Acceptance of Terms

By accessing or using the website at upgpt.ai and the UpGPT AI workforce platform (collectively, the “Service”), operated by GALAXZ HOLDINGS INC, doing business as UpGPT (“UpGPT”, “we”, “us”, or “our”), you agree to be bound by these Terms of Service (“Terms”). If you do not agree, you may not use the Service.

2. Description of Service

UpGPT provides an AI-powered workforce platform that includes AI agents for scheduling, customer service, property management, lead qualification, field sales, recruiting, and revenue operations. The Service includes the web dashboard, integrations with third-party services (including Google Calendar), and related tools.

3. Account Registration

  • You must provide accurate and complete information when creating an account.
  • You are responsible for maintaining the confidentiality of your account credentials.
  • You are responsible for all activity that occurs under your account.
  • You must be at least 18 years old to use the Service.
  • One person or entity may not maintain more than one account without our written consent.

4. Subscription, Billing & Payment

  • Pricing is per seat per month (or per door per month for property management services). Current pricing is published on our pricing page.
  • Subscriptions require a minimum number of seats as specified in your service agreement. The first quarter is billed upfront.
  • One-time implementation fees may apply and are non-refundable once implementation has commenced.
  • We may adjust pricing with at least 30 days’ written notice. Price changes take effect at the start of your next billing cycle.
  • You may cancel your subscription at any time. Cancellation takes effect at the end of the current billing period. No prorated refunds are issued for partial periods, except as required by law.
  • Usage beyond included limits (e.g., API calls, agent minutes) may incur overage charges as specified in your plan.
  • Past-due invoices accrue interest at 1.5 % per month (or the maximum rate permitted by law, whichever is lower).

5. Acceptable Use

You agree not to:

  • Use the Service for any unlawful purpose or in violation of any applicable law or regulation.
  • Attempt to gain unauthorized access to the Service, other accounts, or underlying systems.
  • Use AI agents to make false, misleading, or deceptive representations to any person.
  • Transmit spam, malware, or any harmful or disruptive content through the Service.
  • Reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code of any part of the Service.
  • Resell, sublicense, or make the Service available to third parties without our prior written consent.
  • Circumvent, disable, or interfere with any security or rate-limiting features of the Service.
  • Use the Service to build a competing product or for competitive analysis.

6. AI Agent Conduct & Compliance

AI agents deployed through UpGPT act on your behalf and under your direction. You are responsible for:

  • Configuring agents appropriately for your use case and industry.
  • Ensuring all agent interactions comply with applicable laws, including telemarketing regulations (TCPA, TSR, DNC lists), data protection laws (GDPR, CCPA), and fair housing laws.
  • Monitoring agent outputs and correcting any errors or inappropriate behavior promptly.
  • Disclosing to end users that they are interacting with an AI agent where required by law.

We provide configuration tools, guardrails, and compliance recommendations, but ultimate responsibility for agent behavior and regulatory compliance lies with you.

7. Third-Party Integrations

7.1 General

The Service integrates with third-party services (e.g., Google Calendar, CRMs, property management systems). Your use of any third-party service is governed by that service’s own terms and privacy policy. We are not responsible for the availability, accuracy, or practices of third-party services.

7.2 Google API Services

If you connect your Google account, our use of Google API data is subject to Google’s API Services User Data Policy, including the Limited Use requirements. Specifically:

  • We access Google Calendar data only to provide scheduling features (checking availability, creating events, sending invitations).
  • We do not use Google data for advertising or any purpose unrelated to the Service’s scheduling functionality.
  • We do not transfer Google data to third parties except as necessary to provide the scheduling features, comply with law, or as part of a corporate transaction with prior notice.
  • You may revoke access at any time through your Google Account Permissions or your UpGPT dashboard settings.

For full details on how we handle Google data, see our Privacy Policy, Section 5.

8. Data Ownership & Intellectual Property

  • Your data: you retain all rights to the data you input into or generate through the Service. We do not claim ownership of your content.
  • License to us: you grant UpGPT a limited, non-exclusive, worldwide license to use your data solely to provide and improve the Service. This license terminates when you delete your data or your account.
  • Our intellectual property: the Service, including its AI models, algorithms, user interface, documentation, and platform infrastructure, is and remains the exclusive property of UpGPT. Nothing in these Terms grants you any right to our intellectual property beyond the limited right to use the Service.
  • Aggregated data: we may use anonymized, aggregated data that cannot identify you or your customers to improve the Service and for research purposes.
  • Feedback: if you provide suggestions, enhancement requests, or other feedback about the Service, you grant us an irrevocable, perpetual, royalty-free license to use that feedback without restriction.

9. Confidentiality

Each party agrees to keep confidential any non-public information disclosed by the other party in connection with the Service. Confidential information does not include information that is publicly available, independently developed, or rightfully received from a third party without restriction.

10. Service Availability

We target 99.9 % uptime for production services. Scheduled maintenance windows are communicated at least 48 hours in advance. We are not liable for downtime caused by third-party services, force majeure events, or your equipment or connectivity. Enterprise plans may include a formal SLA with service credits as specified in a separate agreement.

11. Disclaimer of Warranties

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS.

11.1 AI Model Limitations

YOU ACKNOWLEDGE THAT THE SERVICE RELIES ON ARTIFICIAL INTELLIGENCE MODELS PROVIDED BY THIRD PARTIES, AND THAT SUCH MODELS ARE KNOWN TO OCCASIONALLY PRODUCE INACCURATE, INCOMPLETE, OR MISLEADING OUTPUTS (“HALLUCINATIONS”). WHILE WE IMPLEMENT GUARDRAILS, PROMPT ENGINEERING, AND QUALITY CONTROLS TO MINIMIZE SUCH BEHAVIOR, WE DO NOT CONTROL THE UNDERLYING AI MODELS AND CANNOT GUARANTEE THEIR ACCURACY. ADDITIONALLY, SOME AI MODELS USED WITHIN THE SERVICE MAY BE SELECTED OR CONFIGURED BY YOU, THE CUSTOMER, AND ARE OUTSIDE OUR DIRECT CONTROL. UPGPT IS NOT RESPONSIBLE OR LIABLE FOR ANY COSTS, DAMAGES, LOSSES, OR LIABILITIES ARISING FROM AI MODEL OUTPUTS THAT ARE INACCURATE, MISLEADING, OR OTHERWISE UNEXPECTED, INCLUDING BUT NOT LIMITED TO DECISIONS MADE OR ACTIONS TAKEN IN RELIANCE ON SUCH OUTPUTS. BY USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE EVALUATED THE GENERAL PERFORMANCE OF THE AI MODELS AND ARE WILLING TO ACCEPT THE RISK OF MODEL NON-PERFORMANCE, INCLUDING INACCURATE OR INCOMPLETE OUTPUTS.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UPGPT SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, WHETHER INCURRED DIRECTLY OR INDIRECTLY, REGARDLESS OF THE THEORY OF LIABILITY. OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE AMOUNTS PAID BY YOU TO UPGPT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

13. Indemnification

You agree to indemnify, defend, and hold harmless UpGPT and its officers, directors, employees, contractors, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from: (a) your use of the Service, (b) your violation of these Terms, (c) your violation of any applicable law or regulation, or (d) the actions of AI agents deployed under your account.

14. Termination

  • By you: you may cancel your account at any time through your dashboard or by contacting support.
  • By us: we may suspend or terminate your account immediately if you breach these Terms, fail to pay amounts due, or if continued use poses a risk to the Service or other users.
  • Effect of termination: upon termination, your right to use the Service ceases immediately. You may request an export of your data within 30 days of termination; after that period we may delete your data.
  • Survival: Sections 8 (Data Ownership), 9 (Confidentiality), 11 (Disclaimer), 12 (Limitation of Liability), 13 (Indemnification), and 16 (Governing Law) survive termination.

15. Changes to These Terms

We may modify these Terms at any time. Material changes will be communicated via email at least 30 days before they take effect. Continued use of the Service after the effective date of any changes constitutes acceptance. If you do not agree to the revised Terms, you must stop using the Service.

16. Governing Law & Dispute Resolution

These Terms are governed by and construed in accordance with the laws of the State of Wyoming, without regard to its conflict of laws provisions. Any dispute arising out of or relating to these Terms shall first be attempted to be resolved through good-faith negotiation. If negotiation fails, the dispute shall be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, with the arbitration conducted in Sheridan, Wyoming. Either party may seek injunctive relief in any court of competent jurisdiction.

17. General Provisions

  • Entire agreement: these Terms, together with our Privacy Policy and any service agreement you have signed, constitute the entire agreement between you and UpGPT.
  • Severability: if any provision of these Terms is held invalid or unenforceable, the remaining provisions continue in full force and effect.
  • Waiver: our failure to enforce any right or provision of these Terms does not constitute a waiver of that right or provision.
  • Assignment: you may not assign your rights under these Terms without our prior written consent. We may assign our rights without restriction.
  • Force majeure: neither party shall be liable for delays or failures caused by events beyond its reasonable control.

18. Contact

Questions about these Terms? Contact us: