Terms of Service

2.1 Age Requirement

You must be at least 18 years old to use our Services. By using our Services, you represent and warrant that you meet this age requirement and have the legal capacity to enter into these Terms.

2.2 Account Creation

To access certain features of our Services, you may be required to create an account. You agree to:

• •Provide accurate, current, and complete information during registration
• •Maintain and promptly update your account information
• •Maintain the security and confidentiality of your account credentials
• •Notify us immediately of any unauthorized access or security breach
• •Accept responsibility for all activities that occur under your account

2.3 Business Accounts

If you are creating an account on behalf of a business or organization, you represent that you have the authority to bind that entity to these Terms, and references to "you" in these Terms include both you individually and the entity you represent.

4.1 Subscription Plans

We offer various subscription tiers and service packages with different features, pricing, and billing cycles. Current pricing and plan details are available on our Site and may be updated from time to time. We will provide notice of material pricing changes as required by applicable law.

4.2 Free Trial

We offer a 14-day free trial for eligible new subscribers. To access the trial, you must provide valid payment information. If you do not cancel before the trial period ends, your subscription will automatically convert to a paid subscription, and you will be charged the applicable subscription fee. We reserve the right to limit free trial eligibility and to modify or discontinue trials at any time.

4.3 Billing and Payment

By subscribing to our Services, you agree to the following:

• •Subscription fees are billed in advance on a recurring basis (monthly, annually, or as otherwise specified)
• •All payments are processed through Stripe, our third-party payment processor
• •You authorize us to charge your designated payment method on each billing cycle
• •You are responsible for providing accurate and current payment information
• •All fees are non-refundable except as expressly stated in these Terms
• •Prices are exclusive of applicable taxes, which you are responsible for paying

4.4 Automatic Renewal

Your subscription will automatically renew at the end of each billing cycle unless you cancel before the renewal date. The renewal charge will be at the then-current subscription rate.

4.5 Failed Payments

If a payment fails or is declined, we may attempt to process the payment again. We reserve the right to suspend or terminate your access to the Services if payment cannot be successfully processed. You remain responsible for any uncollected amounts.

5.1 Cancellation During Trial

You may cancel your subscription at any time during the 14-day trial period without being charged. To cancel, you must submit a cancellation request through your account dashboard or by contacting our support team. Cancellations submitted before the trial period ends will prevent automatic conversion to a paid subscription.

5.2 Cancellation After Trial

If you cancel your subscription after the trial period has ended, the cancellation will take effect immediately, and you will retain access to the Services through the end of your current billing period. No refunds will be provided for any unused portion of your subscription. You will not be charged for subsequent billing cycles.

5.3 Refund Policy

All subscription fees and service charges are non-refundable except as required by applicable law. For professional services and custom software development projects, specific refund terms will be outlined in the applicable Statement of Work or service agreement.

5.4 Termination by OneUpAI

We reserve the right to suspend or terminate your account and access to the Services at any time, with or without notice, for any reason, including violation of these Terms, fraudulent activity, or non-payment. In the event of termination for cause, no refunds will be provided.

6.1 OneUpAI Intellectual Property

All content, features, functionality, software, code, designs, graphics, logos, text, images, and other materials provided through our Services (excluding User Content as defined below) are owned by OneUpAI or our licensors and are protected by copyright, trademark, patent, and other intellectual property laws. You may not copy, modify, reproduce, distribute, transmit, display, perform, publish, license, create derivative works from, transfer, or sell any information, software, products, or services obtained from our Services without our express written permission.

6.2 Limited License

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for your personal or internal business purposes. This license does not include any right to: (a) resell or make commercial use of the Services; (b) collect or use product listings, descriptions, or prices; (c) make derivative uses of the Services; (d) download or copy account information; or (e) use data mining, robots, or similar data gathering tools.

6.3 Custom Development and Work Product

For professional services and custom software development projects, ownership of deliverables and work product will be specified in the applicable Statement of Work or service agreement. Unless otherwise agreed in writing, OneUpAI retains ownership of all pre-existing intellectual property, tools, frameworks, libraries, and general knowledge used in providing the Services.

6.4 User Content

You retain ownership of any content, data, materials, or information you provide to us ("User Content"). By providing User Content, you grant us a worldwide, non-exclusive, royalty-free license to use, reproduce, modify, adapt, and display such content solely for the purpose of providing the Services to you. You represent and warrant that you have all necessary rights to grant this license and that your User Content does not infringe any third-party rights.

13.1 Governing Law

For users in the United States: These Terms shall be governed by and construed in accordance with the laws of the state where 99CODESHOP LLC is registered, without regard to conflict of law principles.

For users in Canada: These Terms shall be governed by and construed in accordance with the laws of the province where ONEUPAI SOLUTIONS INC is registered and the federal laws of Canada applicable therein.

For users in the European Economic Area: These Terms shall be governed by the laws of your country of residence to the extent required by applicable consumer protection laws.

13.2 Dispute Resolution

Any dispute, controversy, or claim arising out of or relating to these Terms or the Services shall first be attempted to be resolved through good faith negotiations between the parties. If the dispute cannot be resolved through negotiation within thirty (30) days, the dispute may be submitted to mediation or arbitration as agreed by the parties, or resolved through litigation in accordance with the jurisdiction provisions below.

13.3 Jurisdiction and Venue

Subject to applicable consumer protection laws, you agree to submit to the personal jurisdiction of the courts located in the jurisdiction where the applicable OneUpAI entity is registered for the purpose of litigating all such claims or disputes.

13.4 Consumer Rights

Nothing in these Terms shall affect any statutory rights that you may have as a consumer that cannot be waived or limited by contract under applicable law.

15.1 Entire Agreement

These Terms, together with our Privacy Policy and any applicable service agreements or Statements of Work, constitute the entire agreement between you and OneUpAI regarding the Services and supersede all prior agreements and understandings.

15.2 Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.

15.3 Waiver

Our failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver must be in writing and signed by an authorized representative of OneUpAI.

15.4 Assignment

You may not assign or transfer these Terms or your rights and obligations hereunder without our prior written consent. We may assign these Terms without restriction. Any attempted assignment in violation of this section shall be null and void.

15.5 Force Majeure

We shall not be liable for any failure or delay in performance due to circumstances beyond our reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, or internet service failures.

15.6 Survival

All provisions of these Terms that by their nature should survive termination shall survive, including ownership provisions, warranty disclaimers, indemnification, and limitations of liability.