Terms of Service

1. Agreement

These Terms of Service (the “Terms”) form a binding agreement between you and upgen, inc. (“upgen”, “we”, “us”) and govern your access to and use of the upgen.app website, browser extension, desktop application, APIs, and any related services (collectively, the “Service”). By creating an account, joining the waitlist, installing the extension, or otherwise using the Service, you agree to these Terms. If you do not agree, do not use the Service.

2. The Service

upgen is a platform for organizing, analyzing, and working with AI-generated images that you already have rights to. Features include image libraries, graph and timeline views, prompt tooling (“Hyperprompt”), pairwise ranking (“Hyperate”), a browser extension that captures images from sites where you have an account, and related utilities.

We may add, modify, or remove features, change pricing, or retire the Service at any time. We will give reasonable notice of material changes when practical.

3. Accounts

You are responsible for maintaining the confidentiality of your credentials and for all activity under your account. You must be at least 13 years old (or the minimum age of digital consent in your jurisdiction, whichever is greater) to use the Service. You agree to provide accurate information and keep it current. We may suspend or terminate accounts that violate these Terms.

4. Subscriptions, Trials, and Payments

Paid plans (Pro, AI Pro, Unlimited) are billed in advance on a recurring basis through our payment processor, Stripe. Unless otherwise stated, Pro and AI Pro include a one (1) day trial; you will be charged at the end of the trial unless you cancel. The optional “founder prepay” is a one-time payment that covers your first two (2) months at fifty percent (50%) off the then-current monthly price for the selected paid plan, and on successful payment grants a unique promotional code redeemable for twenty-five percent (25%) off for the life of any paid plan, subject to your account remaining in good standing. Founder spots are limited to one thousand (1,000) reservations and are offered on a first-come, first-served basis until the cap is reached or the offer is withdrawn. Cancellation before public launch entitles you to a full refund of the prepay; thereafter, except where required by law, all payments are non-refundable once the applicable service period has begun. You can cancel renewal at any time from your account; access continues through the end of the paid period.

5. Your Content

You retain all ownership rights in the images, prompts, metadata, ratings, and other content you upload or capture (“Your Content”). You grant upgen a worldwide, royalty-free, non-exclusive license to host, store, transmit, display, and process Your Content solely to operate and improve the Service for you. We do not use Your Content to train third-party AI models, and we do not sell Your Content.

You represent and warrant that (a) you own or have all rights necessary to upload Your Content and grant the license above; (b) Your Content and your use of the Service do not violate any law or the rights of any third party; and (c) any prompts, model outputs, or reference materials you submit comply with the terms of the tools that produced them.

6. Zero Tolerance for Illegal Content

upgen does not tolerate illegal content in any form. You may not upload, store, generate, request, distribute, link to, or otherwise use the Service in connection with content that is unlawful under applicable law, including but not limited to:

• Child sexual abuse material (CSAM) or any content that sexualizes, exploits, or endangers minors, in any style, medium, or depiction;
• Non-consensual intimate imagery, “deepfake” sexual content, or sexual content depicting real identifiable people without their express consent;
• Content that infringes copyrights, trademarks, publicity rights, or other intellectual property rights;
• Content that facilitates terrorism, violent extremism, human trafficking, illegal weapons, controlled substances, or other criminal activity;
• Content that incites violence against, or constitutes targeted harassment or hate speech toward, any person or protected class;
• Malware, phishing, doxxing, fraud, unauthorized scraping of personal data, or any content that violates privacy or data protection law; and
• Any other content prohibited by applicable federal, state, local, or international law.

We may, without notice and in our sole discretion, remove content, suspend or terminate accounts, preserve data, and report conduct to law enforcement or other appropriate authorities where we reasonably believe this section has been violated. We cooperate fully with lawful requests from law enforcement, including NCMEC CyberTipline reporting for any suspected CSAM.

7. No Obligation to Monitor; No Liability for User Content

The Service is a passive conduit and storage tool for content you choose to upload or capture. We do not pre-screen, endorse, verify, or guarantee the accuracy, legality, or quality of Your Content or any other user content. We are not the author of user content, and you use, view, or interact with user content at your own risk.

To the fullest extent permitted by law, upgen assumes no responsibility and accepts no liability for user content, for any data captured through the Service, or for any outcome arising from user content — including but not limited to content that is illegal, infringing, defamatory, harmful, inaccurate, or offensive. You are solely responsible for Your Content and for any consequences of uploading, capturing, storing, exporting, or sharing it. If applicable law requires a different allocation of responsibility (including the safe-harbor provisions of 47 U.S.C. § 230 and the DMCA, 17 U.S.C. § 512), nothing in these Terms is intended to waive any protection afforded to us thereunder.

8. DMCA / Copyright

If you believe content on the Service infringes your copyright, send a notice to dmca@upgen.appthat includes the information required by 17 U.S.C. § 512(c)(3). We will respond to properly submitted notices and may remove or disable access to allegedly infringing content. Repeat infringers will have their accounts terminated.

9. Acceptable Use

You also agree not to:

• Reverse engineer, tamper with, or attempt to bypass security or rate-limiting mechanisms;
• Use the Service to build a competing product, resell access, or harvest data in bulk;
• Abuse the AI features (Hyperprompt, Hyperate, scraper synthesis) to run up costs, generate spam, or circumvent per-plan quotas;
• Use the extension on sites in violation of those sites’ terms of service, or on any site where you do not have a legitimate right to the content you are capturing;
• Impersonate anyone or misrepresent your affiliation.

10. Third-Party Services

The Service integrates with third parties including Stripe (payments), Neon (database), Cloudflare (image storage), and AI model providers (for optional features you invoke). Those services are governed by their own terms and privacy policies, and we are not responsible for them.

11. Disclaimers

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, OR UNINTERRUPTED AVAILABILITY. WE DO NOT WARRANT THAT ANY SCRAPER, AI OUTPUT, OR METADATA WILL BE ACCURATE, COMPLETE, OR SUITABLE FOR ANY PARTICULAR USE.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, UPGEN AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AND CONTRACTORS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS, ARISING OUT OF OR RELATING TO THE SERVICE OR ANY USER CONTENT, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE IS LIMITED TO THE GREATER OF (A) THE AMOUNTS YOU PAID TO UPGEN IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100).

13. Indemnification

You agree to defend, indemnify, and hold harmless upgen and its affiliates from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys’ fees) arising out of or in any way connected with (a) Your Content, (b) your use of the Service, (c) your violation of these Terms, or (d) your violation of any law or third-party right.

14. Termination

You may close your account at any time. We may suspend or terminate access immediately for any violation of these Terms or any conduct we reasonably believe is illegal, harmful, or abusive. On termination, Sections 5 (last sentence), 6, 7, 8, 11, 12, 13, and 15 survive.

15. Governing Law and Disputes

These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-laws principles. Any dispute will be resolved in the state or federal courts located in Delaware, and you consent to personal jurisdiction there. Nothing in these Terms prevents either party from seeking injunctive or equitable relief in any court of competent jurisdiction.

16. Changes

We may update these Terms from time to time. If changes are material we will notify you by email or in-product notice. Continued use of the Service after changes take effect constitutes acceptance.

17. Contact

upgen, inc. — legal@upgen.app.