Terms & Conditions

Introduction

These Terms and Conditions (“Terms”) govern the use of services provided by Up Dog, Inc. (“LedgerUp,” “Company,” “we,” or “us”) and apply in addition to any Master Services Agreement (“MSA”) and Order Form or Statement of Work (“SOW”) executed between the Company and a customer (“Client,” “Customer,” or “you”). By engaging in services with the Company, the Client agrees to these Terms.

In the event of a conflict, the order of precedence is: (1) the applicable SOW or Order Form, (2) the MSA, and (3) these Terms.

1. Services

The Company provides an AI-powered revenue management platform, including capabilities such as contract ingestion, invoicing, payment reconciliation, collections, and reporting, as further described in the applicable MSA or SOW (the “Services”). The specific scope, fees, term, and deliverables for each engagement are set forth in the applicable MSA and SOW.

2. Customer Responsibilities

2.1 Access and Cooperation

The Client will provide the information, access, and cooperation reasonably required to deliver the Services, including access to relevant third-party systems and accurate source data. The Company is not responsible for delays or deficiencies caused by the Client’s failure to meet these obligations.

2.2 Acceptable Use

The Client will not, directly or indirectly:

• reverse engineer, decompile, or disassemble the Services
• modify or create derivative works based on the Services
• use the Services for the benefit of any third party, except (a) as expressly permitted by the applicable MSA or SOW, and (b) for the benefit of the Client’s affiliates
• remove any proprietary notices from the Services
• use the Services in violation of applicable law

2.3 Account Security

The Client is responsible for maintaining the confidentiality of its credentials, managing user access within its systems, and for all activity occurring under its account.

3. Fees and Payment

3.1 Fees

The Client shall pay the fees set forth in the applicable MSA or SOW. Fees are non-refundable except as expressly stated in writing.

3.2 Invoicing and Payment

Unless otherwise specified in the MSA or SOW, invoices are payable within thirty (30) days of the invoice date. Late payments may accrue interest at the rate set forth in the MSA or SOW or, if none is specified, the maximum rate permitted by applicable law.

3.3 Disputed Invoices

The Client must notify the Company in writing of any disputed amounts within fifteen (15) business days of receipt of the invoice. Undisputed portions remain due and payable in accordance with the payment terms.

3.4 Taxes

All fees are exclusive of taxes. The Client is responsible for all applicable taxes, excluding taxes based on the Company’s net income.

4. Data Ownership and Intellectual Property

4.1 Client Data

The Client retains all ownership rights in data, materials, and information provided to or made accessible to the Company (“Client Data”). The Client grants the Company a limited, non-exclusive license to use Client Data solely to deliver, maintain, and support the Services.

4.2 Outputs

“Outputs” means the records, communications, ledgers, invoices, recommendations, and other content generated by the Services for the Client, including AI-generated content. Subject to payment of applicable fees, the Client owns and may freely use Outputs for any lawful business purpose, without restriction to internal use.

4.3 Company Intellectual Property

The Company retains all right, title, and interest in and to the Services, including:

• its software, systems, models, and technology
• underlying algorithms, workflows, and processes
• any improvements, enhancements, or derivatives thereof

No rights are granted to the Client in the Services except as expressly set forth in these Terms, the MSA, or an applicable SOW.

5. AI and Model Training

5.1 No Training on Client Data

The Company will not use Client Data, or any derivative of Client Data, to train generalized machine learning models intended for use across customers. The Company may train and tune models solely for the Client’s own use in delivering the Services to the Client.

5.2 Product Analytics

The Company may use aggregated, fully anonymized usage metrics to operate, secure, and improve the Services, provided such metrics do not identify the Client or any individual and do not include Client Data in a re-identifiable form.

5.3 AI Functionality

The Services use automated systems, including large language models and other machine learning techniques, to propose and, where expressly authorized by the Client, execute actions such as drafting invoices, reconciling payments, and sending collections communications. The Company maintains documentation describing the AI capabilities of the Services and the role of human review.

6. Data Processing, Privacy, and Subprocessors

6.1 Data Processing Addendum

Where the Company processes personal data on behalf of the Client, the parties will execute the Company’s Data Processing Addendum (“DPA”), which is incorporated by reference into the MSA upon execution and governs such processing.

6.2 Subprocessors

The Company maintains a current list of subprocessors used to deliver the Services, available on the Company’s website. The Company will provide notice of material changes to its subprocessors as described in the DPA.

6.3 Scope of Processing

The Company will process Client Data solely as necessary to provide the Services and as otherwise instructed by the Client in the MSA, SOW, or DPA.

7. Security

7.1 Security Program

The Company maintains an information security program aligned with SOC 2 Type II standards and undergoes periodic independent audits. The program includes administrative, technical, and physical safeguards designed to protect Client Data, including encryption of Client Data in transit and at rest, role-based access controls, multi-factor authentication for Company personnel accessing production systems, and continuous monitoring. The Company will make its most recent audit report available to the Client upon written request, subject to confidentiality obligations.

7.2 Incident Notification

The Company will notify the Client without undue delay, and in any event within seventy-two (72) hours, of any confirmed security incident affecting Client Data. Additional notification details and obligations are set forth in the DPA where applicable.

7.3 No Guarantee

The Client acknowledges that no system is completely secure, and the Company does not guarantee that unauthorized access or breaches will never occur.

7.4 Client Responsibilities

The Client is responsible for maintaining the confidentiality of its credentials and for managing user access within its systems, including enforcing multi-factor authentication where available.

8. Disclaimer of Warranties

8.1 As-Is

Except as expressly set forth in these Terms or the MSA, the Services are provided on an “as is” and “as available” basis. To the maximum extent permitted by law, the Company disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement.

8.2 No Guarantee of Accuracy or Uninterrupted Service

The Company does not warrant that the Services will be uninterrupted, error-free, or free from loss or corruption, or that any information, output, or result produced by the Services will be accurate, complete, or current.

8.3 AI Outputs

The Services use probabilistic and generative technologies that may produce incorrect, incomplete, or misleading outputs. The Client is responsible for reviewing and validating AI-generated Outputs before relying on them or acting on them.

9. No Professional Advice

The Services and any Outputs are provided for informational and operational purposes only and do not constitute accounting, tax, legal, audit, or other professional advice. The Client is solely responsible for reviewing, verifying, and approving all financial records, filings, communications, and other Outputs before they are relied upon or used in business, regulatory, or reporting contexts. The Client should consult qualified professional advisors regarding its specific circumstances.

10. Service Availability

10.1 Uptime Target

The Company will use commercially reasonable efforts to maintain at least 99.5% monthly availability of the Services. Availability is measured excluding scheduled maintenance, Client-caused issues, third-party service failures, and events outside the Company’s reasonable control. Any service credits or remedies are set forth in the applicable MSA or Order Form.

10.2 Maintenance

Scheduled maintenance will be performed outside of peak hours where practicable and communicated in advance where reasonably possible.

11. Third-Party Services

The Services may integrate with or rely on third-party platforms.

The Client:

• authorizes the Company to access such systems as necessary to deliver the Services
• agrees to comply with applicable third-party terms

The Company is not responsible for:

• outages, errors, or changes in third-party services
• data inaccuracies originating from third-party systems

12. Confidentiality

12.1 Confidential Information

“Confidential Information” means any non-public, proprietary, or sensitive information disclosed by either party that is marked confidential or that reasonably should be understood to be confidential, including Client Data, the Company’s technology and business information, and the terms of the MSA and any SOW.

12.2 Obligations

Each party agrees to:

• protect the other party’s Confidential Information using the same degree of care it uses to protect its own Confidential Information of similar importance, but in no event less than a reasonable standard of care
• use Confidential Information solely for purposes of the MSA and SOW

12.3 Exceptions

The obligations in this Section do not apply to information that:

• becomes publicly available through no fault of the receiving party
• was known to the receiving party prior to disclosure
• is received from a third party without breach of any confidentiality obligation
• is required to be disclosed by law, subject to reasonable notice where permitted

12.4 Return or Destruction

Upon termination, each party shall, upon request, return or destroy the other party’s Confidential Information, except as required for legal or backup purposes.

12.5 Survival

The obligations under this Section 12 survive for five (5) years after termination, except that obligations relating to trade secrets survive for so long as the information remains a trade secret under applicable law.

13. Data Retention and Deletion

Upon termination or expiration of the MSA and all SOWs:

• the Company will make Client Data available for export for thirty (30) days
• following the export window, the Company will delete Client Data from active systems within sixty (60) days

Backup copies may be retained for a limited period consistent with standard practices and overwritten on routine cycles. Deletion timelines are subject to retention required by applicable law.

14. Limitation of Liability

14.1 Exclusion of Certain Damages

Neither party shall be liable for indirect, incidental, special, consequential, or punitive damages, including lost profits, data, or business opportunities, arising out of or related to these Terms, even if advised of the possibility of such damages.

14.2 Liability Cap

Except as set forth in Section 14.3, each party’s total cumulative liability arising out of or related to these Terms shall not exceed the total fees paid by the Client in the twelve (12) months preceding the claim.

14.3 Exceptions

The cap in Section 14.2 does not apply to:

• the Client’s payment obligations
• breaches of confidentiality
• intellectual property infringement
• gross negligence or willful misconduct
• either party’s indemnification obligations

The Company’s liability for breach of its data protection and security obligations is capped at two (2) times the total fees paid by the Client in the twelve (12) months preceding the claim.

15. Indemnification

15.1 By Company

The Company shall defend, indemnify, and hold harmless the Client from:

• any third-party claim that the Services infringe a United States patent, copyright, trademark, or trade secret of such third party
• any third-party claim arising out of a confirmed security incident caused by the Company’s breach of its data protection and security obligations under these Terms, the MSA, or the DPA

The Company has no obligation for claims arising from (a) the Client’s modification of the Services, (b) combination of the Services with non-Company products not authorized by the Company, or (c) the Client’s use of the Services in breach of these Terms or the MSA. The Company’s liability for the data-breach indemnity in this Section 15.1 is subject to the super-cap set forth in Section 14.3.

15.2 Mitigation

If an infringement claim is made or, in the Company’s reasonable opinion, appears likely, the Company may, at its option: (a) modify the Services to be non-infringing, (b) obtain a license for the Client’s continued use, or (c) terminate the affected Services and refund any prepaid, unused fees for the terminated period.

15.3 By Client

The Client shall indemnify and hold harmless the Company from claims arising out of:

• the Client’s misuse of the Services
• the Client’s violation of applicable laws
• Client Data that violates applicable law, infringes third-party rights, or is provided in breach of the Client’s representations

15.4 Procedure

The indemnification obligations in this Section 15 are conditioned on the indemnified party: (a) giving the indemnifying party prompt written notice of the claim; (b) giving the indemnifying party sole control of the defense and settlement of the claim, provided that the indemnifying party may not settle any claim that imposes non-monetary obligations or admits liability on the indemnified party without the indemnified party’s prior written consent; and (c) providing reasonable cooperation at the indemnifying party’s expense. The indemnified party may participate in the defense with its own counsel at its own expense.

16. Term and Termination

16.1 Term

These Terms apply for so long as the Client has an active MSA or SOW with the Company.

16.2 Non-Renewal

Either party may elect not to renew an MSA or SOW by providing at least thirty (30) days’ written notice prior to the end of the then-current term. Except as expressly set forth in the MSA or SOW, neither party may terminate for convenience during an active term.

16.3 Termination for Cause

Either party may terminate the MSA or any SOW upon material breach by the other party that is not cured within thirty (30) days of written notice, or immediately if the other party becomes insolvent or files for bankruptcy.

16.4 Suspension

The Company may suspend the Services upon ten (10) business days’ prior written notice if the Client fails to pay undisputed amounts when due and does not cure within that period.

17. Miscellaneous

17.1 Governing Law

These Terms are governed by the laws of the State of Delaware, without regard to its conflict of laws principles.

17.2 Dispute Resolution

Any dispute arising out of or related to these Terms shall be resolved by binding arbitration administered by JAMS in Delaware, except that either party may seek injunctive or other equitable relief in the state or federal courts located in Delaware to protect its intellectual property or Confidential Information.

17.3 Order of Precedence

In the event of a conflict among these Terms, the MSA, and an SOW or Order Form, the order of precedence is: (1) the applicable SOW or Order Form, (2) the MSA, and (3) these Terms.

17.4 Amendments

The Company may update these Terms from time to time and will provide at least thirty (30) days’ advance written notice of any material change. If the Client objects to a material change, the Client may terminate the affected MSA or SOW by written notice prior to the effective date of the change and receive a pro-rata refund of any prepaid, unused fees covering the period after termination.

17.5 Publicity

The Company will not use the Client’s name, logo, or marks for marketing or promotional purposes without the Client’s prior written consent.

17.6 Assignment

Neither party may assign these Terms without the other party’s prior written consent, except that either party may assign these Terms to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets.

17.7 Force Majeure

Neither party is liable for delays or failure to perform due to causes beyond its reasonable control, provided that the affected party gives prompt notice to the other party and uses commercially reasonable efforts to mitigate the effects. If a force majeure event continues for more than thirty (30) days, either party may terminate the affected MSA or SOW upon written notice, and the Client will receive a pro-rata refund of any prepaid, unused fees for the terminated portion.

17.8 Entire Agreement

These Terms, together with the MSA, any SOW or Order Form, and the DPA (if applicable), constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior agreements relating to that subject matter.

17.9 Severability and Waiver

If any provision of these Terms is found unenforceable, the remaining provisions will remain in full force and effect. No waiver of any provision will be effective unless in writing and signed by the waiving party.

17.10 Independent Contractors

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, or employment relationship.