heyupto.com

Effective date: 09/16/2025
Last revised: 09/16/2025

PLEASE READ THE FOLLOWING TERMS CAREFULLY.

1. Terms & Conditions

These Terms & Conditions ("Terms") govern your access to and use of UpTo, a software-as-a-service (SaaS) platform available on desktop and mobile devices (the "Platform"), operated by UpTo Inc. ("We," "Us," or "Our"). BY CLICKING "I ACCEPT," OR OTHERWISE CREATING AN ACCOUNT, ACCESSING, USING THE PLATFORM, YOU ("YOU" OR "YOUR" OR "MEMBER") AGREE TO BE BOUND BY THESE TERMS AND OUR PRIVACY POLICY, WHICH IS INCORPORATED BY REFERENCE. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR USE THE PLATFORM. YOUR USE OF THE PLATFORM CONSTITUTES AN AGREEMENT BETWEEN UpTo Inc. AND YOU TO BE BOUND BY THESE TERMS.

2. Overview

The Platform provides two primary services:

a. Connection Services – The Platform enables adults to connect for dating, networking, and social interactions.
b. Event Services – The Platform offers access to special events, ticketing, scheduling, and related features.

3. Platform Role & Limitations: No Law Enforcement, Credit, or Matchmaking Services

The Platform is a technology platform only. UpTo Inc. is NOT a law enforcement agency, credit bureau, background check provider, or professional matchmaking service. Accordingly, We do NOT:

a. Conduct Background Checks, including performing criminal or civil background screenings on users;
b. Verify Identity or Personal Status, including independently confirming the identity, financial standing, marital status, or personal history of any user;
c. Investigate Misconduct Allegations, including investigation, adjudication, or mediation of disputes or alleged violations of consent, harassment, assault, or misconduct between users or involving users;
d. Guarantee Accuracy of User Content, including ensuring that user-provided information is truthful, complete, or accurate;
e. Promise Outcomes, including guaranteeing that You will find a compatible partner, form a successful relationship, or have a satisfactory event experience.

4. Eligibility & Account Requirements

a. Minimum Age Requirement; No Age Verification – You warrant that you are at least 18 years old (or the age of majority in your jurisdiction, if higher) to use the Platform. The Company does not independently verify the identity, age, financial standing, or personal status of any user, but reserves the right to request proof of age or suspend accounts where age eligibility is in question.
b. Legal Capacity – You represent that You are legally capable of entering into binding agreements.
c. Accurate Information – You agree to provide accurate, complete, and current information when creating and using Your account.
d. Account Security – You agree that You are solely responsible for safeguarding Your credentials. Any activity under Your login is presumed to be Yours or authorized by You.
e. Single, Non-Transferable Account – You agree that You may only maintain one user account, which is personal to You, and You may not sell, share, or transfer Your account.
f. Safety & Conduct Enforcement
1. i. Misconduct Reporting – Users are encouraged to report misconduct, unsafe behavior, or violations of these Terms through the Platform's in-app reporting tools or by contacting Us directly. Reports should be made promptly and with as much detail as possible.
2. ii. Unauthorized Access Reporting – You agree to notify Us immediately if you suspect or become aware of: unauthorized use of or access to Your account; a potential hack, data breach, or compromise of Your login credentials; or any unusual or suspicious activity that could affect the security of the Platform or its community.
3. iii. Duty to Cooperate – You agree to cooperate with Us in investigating and remedying any reports, incidents, or suspected violations, including providing additional information reasonably requested by Us.
4. iv. Enforcement Actions – We reserve the right, but not the obligation, to monitor, review, investigate, or remove any activity, content, or account on the Platform. Enforcement actions may include issuing warnings, limiting features, suspending or terminating accounts, removing content, or referring matters to law enforcement or other authorities where appropriate.
5. v. No Guarantee – While we strive to promote a safe and secure environment, we cannot guarantee the prevention or elimination of misconduct, unsafe behavior, or security incidents, and disclaim responsibility for the actions of any user.
g. Suspension or Termination – We reserve the right to suspend or terminate accounts that violate the above requirements in this section.

5. User Commitments & Responsibilities

You agree to use the Platform in accordance with all applicable laws and community standards. In particular, You agree to comply with the following requirements, as well as the Community Standards & User Code of Conduct in Appendix A:

a. Prohibited Content Requirement – You will not upload, post, or share any unlawful, defamatory, obscene, or harmful content.
b. Respectful Conduct Requirement – You will not engage in harassment, stalking, intimidation, threats, bullying, hate speech, or discriminatory conduct based on race, ethnicity, gender, gender identity, sexual orientation, religion, disability, or any other protected characteristic. The Platform is committed to maintaining a safe and respectful community, and violations may result in suspension or permanent removal.
c. No Unauthorized Commercial Promotion, Including Adult Content – You may not use the Platform to promote, market, advertise, or solicit for any personal or third-party business, product, or service, unless expressly authorized by Us in writing or under a separate agreement. This prohibition includes using personal accounts or profiles to post promotional content or external links; contacting other users to generate business leads or recruit for outside ventures; advertising, offering, or facilitating escort, companionship-for-hire, solicitation, or other sexual or romantic commercial services; and uploading, linking to, or directing users to external sites or platforms that provide or monetize adult, sexually explicit, or pornographic content (the Platform does not host such content).
d. No Event Advertising – Individual users may not use their accounts to promote or advertise events; events may only be promoted through the Platform's event-promotion features and in accordance with Our separate Event Organizer Terms & Conditions applicable to approved Event Organizers. We may remove any such content, suspend or terminate accounts, and pursue other remedies available to Us.
e. No Impersonation & Misrepresentation – You must use Your real identity when creating and maintaining an account. You may not impersonate any individual (including public figures), misrepresent Your affiliation with any person, group, or organization, or otherwise provide false or misleading information in Your profile, communications, or activities on the Platform. You may not use another person's name, image, likeness, photos, or other personal information without their consent, nor may You create fake or deceptive profiles (including "catfishing" or the use of stock or stolen images). Any attempt to mislead, defraud, or deceive other users is strictly prohibited and may result in immediate suspension or termination of Your account.
f. Platform Security Obligation – You will not interfere with the security, operation, availability, or integrity of the Platform, including by: uploading or transmitting any virus, adware, spyware, worm, Trojan horse, or other malicious code; sending unsolicited promotions, advertisements, or spam; collecting, harvesting, or otherwise gathering personal information about another Member or third party without their consent; or disrupting or attempting to gain unauthorized access to any network, system, or server connected to the Service.

We may, but are not obligated to, monitor or remove content that violates the above terms and conditions.

6. Social Interaction Safety

By using the Platform, You agree to exercise reasonable judgment and caution when arranging meetings with other users, whether online or in person. You are solely responsible for Your personal safety. We recommend meeting only in public spaces, notifying friends or family of your whereabouts and expected duration, and taking other appropriate safety measures as necessary.

7. Event Services & Attendee Terms

By purchasing, registering for, or attending any event through the Platform ("Event"), you agree to the following:

a. Event Hosting Sources – Events may be hosted by the Platform, by verified third parties, or by individual users.
b. User-Hosted Events – If You use the Platform to create, host, or promote an Event, You agree that such activities are subject to the Event Producer Terms & Conditions, in addition to these Terms. In the event of any conflict between these Terms and the Event Organizer Terms & Conditions with respect to Your role as an event organizer, the Event Organizer Terms & Conditions will control.
c. Event Information Disclaimer – We do not guarantee the accuracy, timeliness or completeness of event descriptions.
d. Refunds & Cancellations Policy – Refunds, exchanges, or cancellations are subject to the policy of the applicable event organizer.
e. Event Attendance Conditions – Attendance may be conditioned on venue rules, security screenings, or ID checks.
f. Ticket as License – Your ticket constitutes a revocable, limited license to attend an Event. It does not grant ownership rights. The organizer or venue may deny or revoke entry at their discretion, including for safety, security, or compliance reasons.
g. Ticket Transfers – Tickets may not be resold, transferred, or used for commercial purposes without the prior written consent of the Event organizer and, where applicable, the Company. Unauthorized resale or transfer may result in cancellation without refund and denial of entry to the event.
h. Event Changes & Cancellations – Event details (including time, location, lineup, or content) are subject to change. If an Event is canceled or rescheduled, the organizer—not Us—is solely responsible for notifying you and handling refunds, exchanges, or other remedies in accordance with the organizer's policies and applicable law. We do not guarantee that any Event will occur as scheduled.
i. Refunds – Refunds, exchanges, and cancellations are determined and administered solely by the Event organizer, unless otherwise required by law or explicitly stated on the Platform. We are not responsible for issuing refunds except where mandated by applicable law.
j. No Travel & Related Expenses – We and Event organizers are not responsible for any costs You incur in attending an Event, including travel, accommodation, meals, or other personal expenses.
k. Compliance with Laws & Rules – You agree to comply with all applicable laws and with all Event, venue, and organizer rules and policies, including health, safety, and security requirements.
l. Assumption of Risk – Your attendance at any Event is subject to the general Assumption of Risk provisions set out in Section 14 of this Agreement. By registering for or attending an Event, You expressly acknowledge and accept those risks, including that We are not responsible for the actions, omissions, or conduct of any Event organizer, venue, or other attendees.

8. Payments, Subscriptions & Pricing

a. Free vs. Paid Features – The Platform may offer a mix of free and paid features. Access to certain premium functionality, content, or services may require You to purchase a one-time product or subscribe to a recurring plan. We will clearly identify which features require payment before you commit.
b. Payment Methods & Authorization – You agree to provide accurate and current payment information at the time of purchase. We accept payment through the authorized payment methods listed at checkout. By submitting payment details, you authorize Us (and our third-party payment processors) to charge all applicable fees, taxes, and any agreed recurring charges to Your chosen payment method. We may seek pre-authorization of Your payment method to verify its validity and available funds.
c. Subscriptions & Renewal – If You enroll in a subscription plan, Your subscription will automatically renew at the end of each billing period, and Your payment method will be charged the then-current fees unless You cancel before the renewal date, using the tools provided in the Platform. We may update Our pricing or subscription tiers from time to time, and will give You reasonable prior notice of any changes before they take effect.
d. Refunds – All purchases and subscription fees are generally non-refundable, except where a refund is expressly stated on the Platform or required by applicable law.
e. Delinquent Accounts – If any payment is not received when due, We may suspend or terminate Your access to the Platform or to specific Event-related features until payment is made in full. In addition to the outstanding balance, You are responsible for any costs We incur in collecting unpaid amounts (such as collection fees or bank charges).
f. Event Payments – When You register for or purchase access to an Event through the Platform, You agree to pay all applicable fees, charges, and taxes. Refunds, cancellations, or rescheduling related to Events are governed by Section 7 (Event Services & Attendee Terms), and may be determined by the applicable Event organizer unless otherwise required by law.

9. Intellectual Property & License Rights

a. Platform Intellectual Property
1. i. Ownership of Platform Intellectual Property – All software, code, designs, graphics, trademarks, service marks, and other content provided through the Platform (collectively, "Platform Intellectual Property") are and will remain the exclusive property of Us or Our licensors. Subject to your compliance with these Terms, We grant you a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to access and use the Platform as expressly permitted herein. Except as explicitly authorized, You may not copy, reproduce, modify, distribute, sell, lease, sublicense, publicly display or perform, create derivative works of, or otherwise exploit the Platform or any Platform Intellectual Property, nor may You decompile, reverse engineer, or remove, obscure, or alter any proprietary rights notices.
2. ii. Personal User License – Subject to Your full and ongoing compliance with these Terms, We grant You a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to create an individual account, download and install one copy of any mobile or web-based application We provide on a device You own or control, and access and use the Platform and its content solely for Your personal, non-commercial use.
3. iii. Organizer & Partner License – For event organizers, production companies, and other approved partners, so long as You remain in full compliance with these Terms and any additional agreements or policies We provide, We grant you a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to use the Platform for the purpose of creating, promoting, managing, and administering events.
4. iv. User Input – If you offer input and suggestions to fix issues or make improvements to the Platform ("Input"), then you grant an unrestricted, perpetual, irrevocable, non-exclusive, royalty-free right to exploit the Input in any manner and for any purpose, including to improve the Service and create other products and services.
5. v. Prohibited Uses – All other uses, including resale, redistribution, or unauthorized commercial exploitation of the Platform, are prohibited.
b. User Content
1. i. Ownership of User Content – Subject to the rights of others, You retain any copyright and other proprietary rights in content You upload, post, or otherwise make available through the Platform, including photos, images, videos, text and other types of work. We will not, without your prior, written consent, sell, assign, or otherwise transfer any content you provide.
2. ii. User Representations – By uploading content, You represent and warrant that You have all necessary rights, licenses, and permissions to post and share that content, and that doing so will not infringe, misappropriate, or violate the intellectual property or other rights of any third party, and that your content will not be deemed by a reasonable person to be objectionable, indecent, profane, pornographic, threatening, harassing, embarrassing, hateful, or otherwise inappropriate.
3. iii. User Content License – By uploading, posting, or otherwise making content available through the Platform, You grant Us a non-exclusive, royalty-free, worldwide license to use, display, reproduce, and distribute Your content solely in connection with operating, improving, and providing the Platform. This license remains in effect while Your content is available on the Platform. If You remove or delete your content, the license will automatically terminate, except that:
  1. Reasonable Removal Efforts – We will make commercially reasonable efforts to remove Your content from active use on the Platform within a reasonable time after You delete it.
  2. Backup & Archival Copies – We may retain copies of your content for backup, archival, or legal compliance purposes.
  3. Persistence in Shared Instances – Content may continue to appear in places where it was previously shared or displayed, such as in other users' messages, event pages, or cached views.
  4. Anonymized & Aggregated Use – We may continue to use aggregated or anonymized versions of Your content that do not personally identify You.
4. iv. Indemnification for User Content – You agree to indemnify, defend, and hold Us harmless from and against any claims, damages, liabilities, losses, costs, or expenses (including reasonable attorneys' fees) arising out of or related to content You upload, post, or otherwise make available through the Platform, including but not limited to claims that such content infringes, misappropriates, or violates the intellectual property, privacy, defamation or other rights of any third party.

10. DMCA & Copyright Complaints

a. Respect for Rights – We respect the intellectual property rights of others and expect users to do the same.
b. Reporting Infringement – If you believe that content on the Platform infringes your copyright, send a written notice to our DMCA agent that includes: (i) identification of the copyrighted work; (ii) identification of the allegedly infringing material and its location; (iii) your contact information; (iv) a good faith statement that the use is unauthorized; (v) a statement, under penalty of perjury, that you are the owner or authorized to act on behalf of the owner; and (vi) your physical or electronic signature.
c. DMCA Agent Contact – Notices should be sent to: DMCA Agent, dmca@heyupto.com
d. Counter-Notice – If you believe your content was removed by mistake, you may send a counter-notice with: (i) identification of the removed material and its prior location; (ii) a statement, under penalty of perjury, that the removal was in error or misidentification; (iii) your consent to jurisdiction of the federal district court in your district (or any district where we may be found if outside the U.S.); and (iv) your signature.
e. Repeat Infringers – We may suspend or terminate accounts of users who repeatedly infringe copyrights.

11. Privacy & Data Use

a. Privacy Policy Incorporation – Our collection, use, and sharing of your personal information are governed by our Privacy Policy , which is incorporated into these Terms by reference. By using the Platform, you agree to the terms of our Privacy Policy.
b. Collection of Information – We collect and process personal data as described in our Privacy Policy, including information you provide directly and information we obtain through your use of the Platform.
c. Sensitive Data – By using dating features, you may choose to share sensitive personal data (such as information related to dating preferences, identity, or communications). You acknowledge and accept the inherent risks in sharing this type of information.
d. Data Retention – We may retain your personal data for as long as necessary to provide the Platform, fulfill the purposes outlined in our Privacy Policy, and comply with legal, regulatory, or contractual obligations.
e. Third-Party Services – You acknowledge that certain features may rely on integrations with third-party services (e.g., payment processors, communication tools, mapping providers), and your information may be shared with those providers as necessary to operate the Platform. We are not responsible for third-party practices, policies or failures.
f. User Responsibility – You are responsible for reviewing our Privacy Policy regularly and for any personal information you choose to make publicly available through the Platform.
g. Data Security & Limitations – We use commercially reasonable physical, technical, and administrative measures to protect your information. However, no method of storage or transmission is completely secure, and we cannot guarantee the absolute security of your information. You acknowledge that you provide your information at your own risk.

12. Legal Disclaimers

The Platform is provided "as is" and "as available." To the fullest extent permitted by law, We disclaim all warranties, express or implied, including without limitation:

a. Availability - We do not guarantee the Platform will always be online or accessible at all times.
b. Merchantability - We do not warrant that the Platform is of a certain quality or suitable for the ordinary purposes for which such services are used.
c. Fitness for a Particular Purpose - We do not guarantee the Platform will meet Your specific needs, goals, or expectations.
d. Non-Infringement - We do not warrant that the Platform or its content will not infringe the rights of third parties.
e. No Guarantee of Performance – We do not promise that the Platform will operate without errors, disruptions, or data loss, or that communications will always be timely.
f. No Guarantee of Outcomes – We do not guarantee that use of the Platform will result in successful matches, event satisfaction, or any other personal or commercial outcomes.
g. User Generated Content – Communications, profiles, photos, event postings, and preferences are created solely by users. We do not pre-screen, verify, monitor, or endorse user-generated content, and we are not responsible for its accuracy, reliability, or legality. Any reliance on such content is at Your own risk.
h. Changes – We may modify, suspend, or discontinue any feature, service, or functionality of the Platform at any time in Our discretion, including by adding new features, removing outdated ones, or temporarily limiting access for maintenance or updates. Updates to these Terms themselves are governed by Section 23 (Entire Agreement; Amendments & Waivers).

13. Limitation of Liability

a. General Limitation – To the maximum extent permitted by law, We shall not be liable for any indirect, incidental, consequential, special, or punitive damages, including lost profits, data loss, personal injury, or emotional distress, arising out of or related to Your use of the Platform.
b. Subscription Payments – Except where expressly required by law, all subscription and purchase payments are final and non-refundable. While members are not entitled to any refund, You may request one by emailing members@heyupto.com. For subscriptions purchased through Apple, refund requests may also be submitted directly to Apple at https://support.apple.com/en-us/118223. Refunds, if granted, are at the sole discretion of US or the applicable app store.
c. Event-Related Payments – We are not responsible for refunds, exchanges, cancellations, or any dissatisfaction related to events, tickets, or registrations. These matters are governed exclusively by the applicable event organizer's policies.
d. Maximum Liability Cap – Our total liability to You for any claim arising out of or relating to the Platform shall not exceed the greater of: (i) $250 USD or (ii) the total amount paid by You to Us in the six (6) months preceding the claim.
e. No Responsibility for Third-Party Conduct or Content – We are not responsible for the actions, omissions, representations, or conduct of any third-party, including event organizers, venues, vendors, advertisers, or other users of the Platform. This includes, without limitation, claims arising from personal interactions, event quality, cancellations, venue conditions, or any misconduct by third-parties. We are also not liable for infringing, unlawful, or otherwise improper content uploaded by users. In accordance with the Digital Millennium Copyright Act (17 U.S.C. § 512) and other applicable laws, we will remove or disable access to content upon receiving proper notice of claimed infringement from a rights holder or their authorized agent. Until such notice is received and we have had a reasonable opportunity to act, we disclaim all responsibility for user-uploaded content.
f. No Liability for Termination – We will not be liable to You or any third-party for any modification, suspension, or termination of Your account or access to the Platform.

14. Assumption of Risk

a. User Assumption of Risk – By using the Platform, you acknowledge and agree that all interactions arising from or related to the Platform, whether conducted online through the Platform or offline in person, are undertaken at Your own risk. We do not screen users, guarantee compatibility, or ensure the accuracy of user-provided information. You are solely responsible for exercising judgment and taking appropriate precautions in all such interactions.
b. No Duty to Investigate Misconduct – We are not responsible for investigating, adjudicating, mediating, intervening in disputes, or determining fault in any personal, romantic, or event-related matter, including alleged violations of consent, harassment, assault, abuse, or other misconduct between or involving users. You acknowledge that all such matters are outside Our role as a service provider. While We have no obligation to take action, We will comply with any applicable legal requirements to report misconduct to law enforcement or other authorities, and We will cooperate with law enforcement as required by law. In exceptional circumstances, and only where permitted by law, We reserve the right to refer reports if We believe it is necessary to protect the safety of users or the public.
c. Data Security Disclaimer – We use commercially reasonable measures to protect Your information, but no method of storage or transmission is completely secure. By using the Platform, You acknowledge and accept the risk that Your information may be accessed by unauthorized third parties despite Our efforts.
d. Third-Party Risks – You acknowledge that events, venues, vendors, service providers, and other third parties are not under Our control. We are not responsible for their actions, omissions, representations, or services, and all risks arising from dealings with third parties remain solely with You.
e. No Emergency Services – The Platform is not designed for emergency use. If You believe you are in danger or require immediate assistance, You should contact local emergency services directly.

15. Indemnification

a. User Indemnification – You agree to indemnify, defend, and hold harmless UpTo Inc., its officers, directors, employees, contractors and affiliates from and against any claims, damages, losses, liabilities, or expenses (including reasonable attorneys' fees) resulting from: Your Use of the Platform – Any activity, interaction, or transaction You undertake through or in connection with the Platform; Your Violation of These Terms – Any breach of these Terms or of applicable laws in connection with Your use of the Platform; Your Content – Any content You upload, post, or otherwise make available through the Platform, including claims that such content infringes, misappropriates, defames, violates privacy, or otherwise harms third-parties.
b. No Indemnification by the Platform – We have no obligation to indemnify, defend, or hold harmless any user. To the fullest extent permitted by law, You acknowledge that We do not provide indemnity or insurance coverage of any kind for Your activities, interactions, or content on or off the Platform.

16. Suspension & Termination

a. Our Right to Suspend or Terminate – We may suspend or terminate Your account, or restrict Your access to the Platform, at our sole discretion if You violate these Terms, engage in conduct harmful to other users or the community, or if We reasonably believe your continued use creates legal, security, or reputational risk.
b. Your Right to Terminate – You may terminate Your account at any time by following the instructions within the Platform. Termination will not relieve You of any payment obligations.
c. Account Deletion – If You request deletion of Your account, We will terminate Your access to the Platform and delete Your Personal Information in accordance with Our Privacy Policy. Certain information may be retained as required by law or for legitimate business purposes, as described in the Privacy Policy.
d. Effect of Termination – Upon termination or suspension by Us, your right to access and use the Platform will immediately cease. If You terminate Your account, You may retain access for the remainder of your current billing period, after which your access will end.
e. Survival – Termination of Your account or these Terms will not affect any rights or obligations that by their nature should survive termination. Without limitation, the provisions relating to Intellectual Property and Ownership Rights, Payment Obligations, Disclaimers, Limitation of Liability, Indemnification, Governing Law, and any other provisions that by their nature are intended to survive, will continue in full force and effect after termination.

17. Arbitration & Dispute Resolution

a. Binding Arbitration – Except as noted below in this section, any dispute arising out of or relating to these Terms and Conditions or the Platform will be resolved by final, binding arbitration under the Federal Arbitration Act (FAA) and the Consumer Arbitration Rules of the American Arbitration Association (AAA). Judgment on the award may be entered in any court of competent jurisdiction.
b. Waiver of Jury Trial & Class Actions – You waive any right to a jury trial or to bring claims as a class, representative, or private attorney general action. Disputes will be resolved only on an individual basis.
c. Carve-Outs – This arbitration agreement does not prevent either party from: bringing an individual claim in small claims court; seeking injunctive or equitable relief in court for actual or threatened infringement, misappropriation, or violation of copyrights, trademarks, trade secrets, patents, or other intellectual property rights; or for California residents, pursuing public injunctive relief in court to the extent required by law.
d. Location & Costs – Arbitration will take place in San Francisco County, California, unless the Parties mutually agree otherwise. Filing, administration, and arbitrator fees will be allocated in accordance with the AAA Consumer Arbitration Rules, except that UpTo Inc. will pay only those fees required by law. If Your claim is for less than $10,000, arbitration will be conducted solely on the basis of written submissions, unless the arbitrator determines a hearing is necessary. The arbitrator may award fees and costs to the prevailing party to the extent permitted by law.
e. Opt-Out Right – You may opt out of these arbitration requirements by sending written notice to legal@heyupto.com within thirty (30) days of first accepting these Terms.

18. Governing Law, Forum & Consumer Rights

These Terms shall be governed by and construed in accordance with the laws of the State of California, without regard to conflict of law rules. If You validly opt out of arbitration under Section 17 (Arbitration & Dispute Resolution), any legal action or proceeding arising from or relating to these Terms must be brought exclusively in the state or federal courts located in San Francisco County, California, and You consent to the personal jurisdiction and venue of such courts. If you are a consumer resident in another jurisdiction, you may have rights under the mandatory consumer protection laws of that jurisdiction, and nothing in these Terms limits those rights.

19. International Use; Export Controls

The Service is intended for users located within the United States, and we make no representation that the Service is available or appropriate for use outside of the United States. You may not use or access the Platform if you are located in, or are a resident of, any country or region subject to U.S. trade or economic sanctions (including Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine), or if You are on any restricted party list maintained by the United States or other applicable jurisdiction. You agree to comply with all applicable export control, trade, and sanctions laws in connection with your use of the Platform.

20. Apple App Store Terms

If You access or download the Platform from the Apple App Store, you acknowledge that these Terms are between You and Us; not Apple. Apple is not responsible for the Platform or its content, has no obligation to provide maintenance or support, and has no liability for product claims, legal compliance, or intellectual property issues. If the Platform does not conform to any warranty, You may notify Apple, and Apple may refund the purchase price (if any); but Apple has no further warranty obligations. Apple and its subsidiaries are third-party beneficiaries of this Term and may enforce it against You.

21. Severability

If any provision of these Terms (other than the arbitration requirements in Section 17) is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, the remaining provisions will continue in full force and effect to the maximum extent permitted by law. The invalid or unenforceable provision will be deemed modified, as valid and enforceable to the greatest extent consistent with applicable law and the original intent of the parties.

22. Successors & Assigns

These Terms are binding upon and inure to the benefit of You and Us, as well as Your and Our respective successors and permitted assigns. We may assign these Terms, in whole or in part, without restriction. You may not assign or transfer these Terms without Our prior written consent, and any attempt to do so without consent is void. In the event of Your death or legal incapacity, your account and any associated rights are non-transferable except as required by law. Specifically, Your heirs, executor, administrator, or legal representative may request access to your account or content by providing Us with legally sufficient documentation (such as letters testamentary, letters of administration, or power of attorney). We reserve the right to verify such documentation and may, in its discretion, grant, limit, or deny access consistent with applicable law.

23. Entire Agreement; Amendments & Waivers

These Terms constitute the entire agreement between You and Us and supersede all prior agreements or understandings regarding the Platform. We may update or amend these Terms or our Privacy Policy from time to time by posting the revised version in the Platform with a new "Last Updated" date. Where required by law or if the changes are material, We will provide You with reasonable advance notice (for example, by email, push notification, or in-app message). Your continued use of the Platform after the effective date of any revisions constitutes Your acceptance of the updated Terms or Privacy Policy. Our failure to enforce any provision shall not be deemed a waiver of that or any other provision.

24. Force Majeure

Neither We nor any Event organizer shall be liable or responsible for any failure or delay in performance, including the hosting, modification, postponement, or cancellation of any Event, when caused by circumstances beyond Our or their reasonable control. These circumstances may include, but are not limited to, natural disasters, fire, flood, pandemic, epidemic, public health emergency, government order or regulation, labor disputes, strikes, war, terrorism, civil unrest, power or internet outages, or other events outside of reasonable control ("Force Majeure Events"). If a Force Majeure Event makes it impossible or impracticable to perform, affected obligations may be suspended, delayed, or canceled without liability. Any refunds or remedies for canceled or rescheduled Events due to Force Majeure Events are determined solely by the applicable Event organizer, except to the extent otherwise required by law, as further described in Section 7 (Event Services & Attendee Terms) and Section 14 (Assumption of Risk).

25. Notices & Communications

We may provide notices or other communications to you electronically, including by email, SMS, push notification, or in-app message. By using the Platform, you consent to receive such communications electronically. If you are required or wish to give notice to the Company under these Terms, you must send it to the contact information listed below under Section 26. Notices will be deemed given when received by the Company.

26. Contact Information

If you have any questions, concerns, or complaints about these Terms or the Platform, please contact us at: support@heyupto.com or 510-213-8351.

Appendix A: Community Standards & User Code of Conduct

We want everyone using Our Platform to feel safe, respected, and welcome. By using Our services, and when meeting another user in person, You agree to follow these guidelines:

1. Treat Others with Respect

a. Be kind and courteous in all Your interactions, both online and offline.
b. No bullying, harassment, or hate speech.
c. Respect other people's boundaries—no means no, both on the app and in person.
d. Listen and communicate openly; never pressure someone into anything they are not comfortable with.

2. Keep It Safe

a. Protect Your login details and never share Your account.
b. Report any suspicious activity, harassment, or safety concerns through Our in-app tools or by contacting Us directly.
c. Do not use the Platform for harmful, dangerous, or illegal activities.
d. When meeting another user in real life, choose public places, let a friend know where You'll be, and arrange Your own transportation.

3. Be Honest

a. Use Your real identity and provide accurate information.
b. Don't impersonate other people or create fake profiles.
c. Don't mislead or scam others–online or in person.

4. Respect Privacy

a. Don't share someone else's private information (like home address, phone numbers, or personal documents) without their permission.
b. Be mindful when posting or sending photos, videos, or messages—share responsibly.
c. Do not pressure another user to share personal details or private spaces before they are ready.

5. Protect the Community

a. No nudity, sexually explicit content, or graphic violence.
b. Don't post or share spam, malware, or harmful links.
c. Avoid content that promotes self-harm or encourages dangerous behavior.
d. When meeting in person, never exchange illegal goods or services, and never engage in behavior that could endanger you or anyone else.

6. Consequences for Violations

If you violate these rules, We may:

a. Send You a warning.
b. Restrict Your ability to use certain features.
c. Suspend or permanently disable Your account.
d. Report serious concerns to law enforcement if necessary.

7. Help Us Improve

We rely on our community to make the Platform safe and welcoming. If You see something that doesn't feel right, please report it. We review all reports and take them seriously.

Effective date: 09/16/2025
Last revised: 09/16/2025

PLEASE READ THE FOLLOWING TERMS CAREFULLY.

1. Terms & Conditions

2. Overview

The Platform provides two primary services:

a. Connection Services – The Platform enables adults to connect for dating, networking, and social interactions.
b. Event Services – The Platform offers access to special events, ticketing, scheduling, and related features.

3. Platform Role & Limitations: No Law Enforcement, Credit, or Matchmaking Services

The Platform is a technology platform only. UpTo Inc. is NOT a law enforcement agency, credit bureau, background check provider, or professional matchmaking service. Accordingly, We do NOT:

a. Conduct Background Checks, including performing criminal or civil background screenings on users;
b. Verify Identity or Personal Status, including independently confirming the identity, financial standing, marital status, or personal history of any user;
c. Investigate Misconduct Allegations, including investigation, adjudication, or mediation of disputes or alleged violations of consent, harassment, assault, or misconduct between users or involving users;
d. Guarantee Accuracy of User Content, including ensuring that user-provided information is truthful, complete, or accurate;
e. Promise Outcomes, including guaranteeing that You will find a compatible partner, form a successful relationship, or have a satisfactory event experience.

4. Eligibility & Account Requirements

a. Minimum Age Requirement; No Age Verification – You warrant that you are at least 18 years old (or the age of majority in your jurisdiction, if higher) to use the Platform. The Company does not independently verify the identity, age, financial standing, or personal status of any user, but reserves the right to request proof of age or suspend accounts where age eligibility is in question.
b. Legal Capacity – You represent that You are legally capable of entering into binding agreements.
c. Accurate Information – You agree to provide accurate, complete, and current information when creating and using Your account.
d. Account Security – You agree that You are solely responsible for safeguarding Your credentials. Any activity under Your login is presumed to be Yours or authorized by You.
e. Single, Non-Transferable Account – You agree that You may only maintain one user account, which is personal to You, and You may not sell, share, or transfer Your account.
f. Safety & Conduct Enforcement
1. i. Misconduct Reporting – Users are encouraged to report misconduct, unsafe behavior, or violations of these Terms through the Platform's in-app reporting tools or by contacting Us directly. Reports should be made promptly and with as much detail as possible.
2. ii. Unauthorized Access Reporting – You agree to notify Us immediately if you suspect or become aware of: unauthorized use of or access to Your account; a potential hack, data breach, or compromise of Your login credentials; or any unusual or suspicious activity that could affect the security of the Platform or its community.
3. iii. Duty to Cooperate – You agree to cooperate with Us in investigating and remedying any reports, incidents, or suspected violations, including providing additional information reasonably requested by Us.
4. iv. Enforcement Actions – We reserve the right, but not the obligation, to monitor, review, investigate, or remove any activity, content, or account on the Platform. Enforcement actions may include issuing warnings, limiting features, suspending or terminating accounts, removing content, or referring matters to law enforcement or other authorities where appropriate.
5. v. No Guarantee – While we strive to promote a safe and secure environment, we cannot guarantee the prevention or elimination of misconduct, unsafe behavior, or security incidents, and disclaim responsibility for the actions of any user.
g. Suspension or Termination – We reserve the right to suspend or terminate accounts that violate the above requirements in this section.

5. User Commitments & Responsibilities

a. Prohibited Content Requirement – You will not upload, post, or share any unlawful, defamatory, obscene, or harmful content.
b. Respectful Conduct Requirement – You will not engage in harassment, stalking, intimidation, threats, bullying, hate speech, or discriminatory conduct based on race, ethnicity, gender, gender identity, sexual orientation, religion, disability, or any other protected characteristic. The Platform is committed to maintaining a safe and respectful community, and violations may result in suspension or permanent removal.
c. No Unauthorized Commercial Promotion, Including Adult Content – You may not use the Platform to promote, market, advertise, or solicit for any personal or third-party business, product, or service, unless expressly authorized by Us in writing or under a separate agreement. This prohibition includes using personal accounts or profiles to post promotional content or external links; contacting other users to generate business leads or recruit for outside ventures; advertising, offering, or facilitating escort, companionship-for-hire, solicitation, or other sexual or romantic commercial services; and uploading, linking to, or directing users to external sites or platforms that provide or monetize adult, sexually explicit, or pornographic content (the Platform does not host such content).
d. No Event Advertising – Individual users may not use their accounts to promote or advertise events; events may only be promoted through the Platform's event-promotion features and in accordance with Our separate Event Organizer Terms & Conditions applicable to approved Event Organizers. We may remove any such content, suspend or terminate accounts, and pursue other remedies available to Us.
e. No Impersonation & Misrepresentation – You must use Your real identity when creating and maintaining an account. You may not impersonate any individual (including public figures), misrepresent Your affiliation with any person, group, or organization, or otherwise provide false or misleading information in Your profile, communications, or activities on the Platform. You may not use another person's name, image, likeness, photos, or other personal information without their consent, nor may You create fake or deceptive profiles (including "catfishing" or the use of stock or stolen images). Any attempt to mislead, defraud, or deceive other users is strictly prohibited and may result in immediate suspension or termination of Your account.
f. Platform Security Obligation – You will not interfere with the security, operation, availability, or integrity of the Platform, including by: uploading or transmitting any virus, adware, spyware, worm, Trojan horse, or other malicious code; sending unsolicited promotions, advertisements, or spam; collecting, harvesting, or otherwise gathering personal information about another Member or third party without their consent; or disrupting or attempting to gain unauthorized access to any network, system, or server connected to the Service.

We may, but are not obligated to, monitor or remove content that violates the above terms and conditions.

6. Social Interaction Safety

7. Event Services & Attendee Terms

By purchasing, registering for, or attending any event through the Platform ("Event"), you agree to the following:

a. Event Hosting Sources – Events may be hosted by the Platform, by verified third parties, or by individual users.
b. User-Hosted Events – If You use the Platform to create, host, or promote an Event, You agree that such activities are subject to the Event Producer Terms & Conditions, in addition to these Terms. In the event of any conflict between these Terms and the Event Organizer Terms & Conditions with respect to Your role as an event organizer, the Event Organizer Terms & Conditions will control.
c. Event Information Disclaimer – We do not guarantee the accuracy, timeliness or completeness of event descriptions.
d. Refunds & Cancellations Policy – Refunds, exchanges, or cancellations are subject to the policy of the applicable event organizer.
e. Event Attendance Conditions – Attendance may be conditioned on venue rules, security screenings, or ID checks.
f. Ticket as License – Your ticket constitutes a revocable, limited license to attend an Event. It does not grant ownership rights. The organizer or venue may deny or revoke entry at their discretion, including for safety, security, or compliance reasons.
g. Ticket Transfers – Tickets may not be resold, transferred, or used for commercial purposes without the prior written consent of the Event organizer and, where applicable, the Company. Unauthorized resale or transfer may result in cancellation without refund and denial of entry to the event.
h. Event Changes & Cancellations – Event details (including time, location, lineup, or content) are subject to change. If an Event is canceled or rescheduled, the organizer—not Us—is solely responsible for notifying you and handling refunds, exchanges, or other remedies in accordance with the organizer's policies and applicable law. We do not guarantee that any Event will occur as scheduled.
i. Refunds – Refunds, exchanges, and cancellations are determined and administered solely by the Event organizer, unless otherwise required by law or explicitly stated on the Platform. We are not responsible for issuing refunds except where mandated by applicable law.
j. No Travel & Related Expenses – We and Event organizers are not responsible for any costs You incur in attending an Event, including travel, accommodation, meals, or other personal expenses.
k. Compliance with Laws & Rules – You agree to comply with all applicable laws and with all Event, venue, and organizer rules and policies, including health, safety, and security requirements.
l. Assumption of Risk – Your attendance at any Event is subject to the general Assumption of Risk provisions set out in Section 14 of this Agreement. By registering for or attending an Event, You expressly acknowledge and accept those risks, including that We are not responsible for the actions, omissions, or conduct of any Event organizer, venue, or other attendees.

8. Payments, Subscriptions & Pricing

a. Free vs. Paid Features – The Platform may offer a mix of free and paid features. Access to certain premium functionality, content, or services may require You to purchase a one-time product or subscribe to a recurring plan. We will clearly identify which features require payment before you commit.
b. Payment Methods & Authorization – You agree to provide accurate and current payment information at the time of purchase. We accept payment through the authorized payment methods listed at checkout. By submitting payment details, you authorize Us (and our third-party payment processors) to charge all applicable fees, taxes, and any agreed recurring charges to Your chosen payment method. We may seek pre-authorization of Your payment method to verify its validity and available funds.
c. Subscriptions & Renewal – If You enroll in a subscription plan, Your subscription will automatically renew at the end of each billing period, and Your payment method will be charged the then-current fees unless You cancel before the renewal date, using the tools provided in the Platform. We may update Our pricing or subscription tiers from time to time, and will give You reasonable prior notice of any changes before they take effect.
d. Refunds – All purchases and subscription fees are generally non-refundable, except where a refund is expressly stated on the Platform or required by applicable law.
e. Delinquent Accounts – If any payment is not received when due, We may suspend or terminate Your access to the Platform or to specific Event-related features until payment is made in full. In addition to the outstanding balance, You are responsible for any costs We incur in collecting unpaid amounts (such as collection fees or bank charges).
f. Event Payments – When You register for or purchase access to an Event through the Platform, You agree to pay all applicable fees, charges, and taxes. Refunds, cancellations, or rescheduling related to Events are governed by Section 7 (Event Services & Attendee Terms), and may be determined by the applicable Event organizer unless otherwise required by law.

9. Intellectual Property & License Rights

a. Platform Intellectual Property
1. i. Ownership of Platform Intellectual Property – All software, code, designs, graphics, trademarks, service marks, and other content provided through the Platform (collectively, "Platform Intellectual Property") are and will remain the exclusive property of Us or Our licensors. Subject to your compliance with these Terms, We grant you a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to access and use the Platform as expressly permitted herein. Except as explicitly authorized, You may not copy, reproduce, modify, distribute, sell, lease, sublicense, publicly display or perform, create derivative works of, or otherwise exploit the Platform or any Platform Intellectual Property, nor may You decompile, reverse engineer, or remove, obscure, or alter any proprietary rights notices.
2. ii. Personal User License – Subject to Your full and ongoing compliance with these Terms, We grant You a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to create an individual account, download and install one copy of any mobile or web-based application We provide on a device You own or control, and access and use the Platform and its content solely for Your personal, non-commercial use.
3. iii. Organizer & Partner License – For event organizers, production companies, and other approved partners, so long as You remain in full compliance with these Terms and any additional agreements or policies We provide, We grant you a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to use the Platform for the purpose of creating, promoting, managing, and administering events.
4. iv. User Input – If you offer input and suggestions to fix issues or make improvements to the Platform ("Input"), then you grant an unrestricted, perpetual, irrevocable, non-exclusive, royalty-free right to exploit the Input in any manner and for any purpose, including to improve the Service and create other products and services.
5. v. Prohibited Uses – All other uses, including resale, redistribution, or unauthorized commercial exploitation of the Platform, are prohibited.
b. User Content
1. i. Ownership of User Content – Subject to the rights of others, You retain any copyright and other proprietary rights in content You upload, post, or otherwise make available through the Platform, including photos, images, videos, text and other types of work. We will not, without your prior, written consent, sell, assign, or otherwise transfer any content you provide.
2. ii. User Representations – By uploading content, You represent and warrant that You have all necessary rights, licenses, and permissions to post and share that content, and that doing so will not infringe, misappropriate, or violate the intellectual property or other rights of any third party, and that your content will not be deemed by a reasonable person to be objectionable, indecent, profane, pornographic, threatening, harassing, embarrassing, hateful, or otherwise inappropriate.
3. iii. User Content License – By uploading, posting, or otherwise making content available through the Platform, You grant Us a non-exclusive, royalty-free, worldwide license to use, display, reproduce, and distribute Your content solely in connection with operating, improving, and providing the Platform. This license remains in effect while Your content is available on the Platform. If You remove or delete your content, the license will automatically terminate, except that:
  1. Reasonable Removal Efforts – We will make commercially reasonable efforts to remove Your content from active use on the Platform within a reasonable time after You delete it.
  2. Backup & Archival Copies – We may retain copies of your content for backup, archival, or legal compliance purposes.
  3. Persistence in Shared Instances – Content may continue to appear in places where it was previously shared or displayed, such as in other users' messages, event pages, or cached views.
  4. Anonymized & Aggregated Use – We may continue to use aggregated or anonymized versions of Your content that do not personally identify You.
4. iv. Indemnification for User Content – You agree to indemnify, defend, and hold Us harmless from and against any claims, damages, liabilities, losses, costs, or expenses (including reasonable attorneys' fees) arising out of or related to content You upload, post, or otherwise make available through the Platform, including but not limited to claims that such content infringes, misappropriates, or violates the intellectual property, privacy, defamation or other rights of any third party.

10. DMCA & Copyright Complaints

a. Respect for Rights – We respect the intellectual property rights of others and expect users to do the same.
b. Reporting Infringement – If you believe that content on the Platform infringes your copyright, send a written notice to our DMCA agent that includes: (i) identification of the copyrighted work; (ii) identification of the allegedly infringing material and its location; (iii) your contact information; (iv) a good faith statement that the use is unauthorized; (v) a statement, under penalty of perjury, that you are the owner or authorized to act on behalf of the owner; and (vi) your physical or electronic signature.
c. DMCA Agent Contact – Notices should be sent to: DMCA Agent, dmca@heyupto.com
d. Counter-Notice – If you believe your content was removed by mistake, you may send a counter-notice with: (i) identification of the removed material and its prior location; (ii) a statement, under penalty of perjury, that the removal was in error or misidentification; (iii) your consent to jurisdiction of the federal district court in your district (or any district where we may be found if outside the U.S.); and (iv) your signature.
e. Repeat Infringers – We may suspend or terminate accounts of users who repeatedly infringe copyrights.

11. Privacy & Data Use

a. Privacy Policy Incorporation – Our collection, use, and sharing of your personal information are governed by our Privacy Policy , which is incorporated into these Terms by reference. By using the Platform, you agree to the terms of our Privacy Policy.
b. Collection of Information – We collect and process personal data as described in our Privacy Policy, including information you provide directly and information we obtain through your use of the Platform.
c. Sensitive Data – By using dating features, you may choose to share sensitive personal data (such as information related to dating preferences, identity, or communications). You acknowledge and accept the inherent risks in sharing this type of information.
d. Data Retention – We may retain your personal data for as long as necessary to provide the Platform, fulfill the purposes outlined in our Privacy Policy, and comply with legal, regulatory, or contractual obligations.
e. Third-Party Services – You acknowledge that certain features may rely on integrations with third-party services (e.g., payment processors, communication tools, mapping providers), and your information may be shared with those providers as necessary to operate the Platform. We are not responsible for third-party practices, policies or failures.
f. User Responsibility – You are responsible for reviewing our Privacy Policy regularly and for any personal information you choose to make publicly available through the Platform.
g. Data Security & Limitations – We use commercially reasonable physical, technical, and administrative measures to protect your information. However, no method of storage or transmission is completely secure, and we cannot guarantee the absolute security of your information. You acknowledge that you provide your information at your own risk.

12. Legal Disclaimers

The Platform is provided "as is" and "as available." To the fullest extent permitted by law, We disclaim all warranties, express or implied, including without limitation:

a. Availability - We do not guarantee the Platform will always be online or accessible at all times.
b. Merchantability - We do not warrant that the Platform is of a certain quality or suitable for the ordinary purposes for which such services are used.
c. Fitness for a Particular Purpose - We do not guarantee the Platform will meet Your specific needs, goals, or expectations.
d. Non-Infringement - We do not warrant that the Platform or its content will not infringe the rights of third parties.
e. No Guarantee of Performance – We do not promise that the Platform will operate without errors, disruptions, or data loss, or that communications will always be timely.
f. No Guarantee of Outcomes – We do not guarantee that use of the Platform will result in successful matches, event satisfaction, or any other personal or commercial outcomes.
g. User Generated Content – Communications, profiles, photos, event postings, and preferences are created solely by users. We do not pre-screen, verify, monitor, or endorse user-generated content, and we are not responsible for its accuracy, reliability, or legality. Any reliance on such content is at Your own risk.
h. Changes – We may modify, suspend, or discontinue any feature, service, or functionality of the Platform at any time in Our discretion, including by adding new features, removing outdated ones, or temporarily limiting access for maintenance or updates. Updates to these Terms themselves are governed by Section 23 (Entire Agreement; Amendments & Waivers).

13. Limitation of Liability

a. General Limitation – To the maximum extent permitted by law, We shall not be liable for any indirect, incidental, consequential, special, or punitive damages, including lost profits, data loss, personal injury, or emotional distress, arising out of or related to Your use of the Platform.
b. Subscription Payments – Except where expressly required by law, all subscription and purchase payments are final and non-refundable. While members are not entitled to any refund, You may request one by emailing members@heyupto.com. For subscriptions purchased through Apple, refund requests may also be submitted directly to Apple at https://support.apple.com/en-us/118223. Refunds, if granted, are at the sole discretion of US or the applicable app store.
c. Event-Related Payments – We are not responsible for refunds, exchanges, cancellations, or any dissatisfaction related to events, tickets, or registrations. These matters are governed exclusively by the applicable event organizer's policies.
d. Maximum Liability Cap – Our total liability to You for any claim arising out of or relating to the Platform shall not exceed the greater of: (i) $250 USD or (ii) the total amount paid by You to Us in the six (6) months preceding the claim.
e. No Responsibility for Third-Party Conduct or Content – We are not responsible for the actions, omissions, representations, or conduct of any third-party, including event organizers, venues, vendors, advertisers, or other users of the Platform. This includes, without limitation, claims arising from personal interactions, event quality, cancellations, venue conditions, or any misconduct by third-parties. We are also not liable for infringing, unlawful, or otherwise improper content uploaded by users. In accordance with the Digital Millennium Copyright Act (17 U.S.C. § 512) and other applicable laws, we will remove or disable access to content upon receiving proper notice of claimed infringement from a rights holder or their authorized agent. Until such notice is received and we have had a reasonable opportunity to act, we disclaim all responsibility for user-uploaded content.
f. No Liability for Termination – We will not be liable to You or any third-party for any modification, suspension, or termination of Your account or access to the Platform.

14. Assumption of Risk

a. User Assumption of Risk – By using the Platform, you acknowledge and agree that all interactions arising from or related to the Platform, whether conducted online through the Platform or offline in person, are undertaken at Your own risk. We do not screen users, guarantee compatibility, or ensure the accuracy of user-provided information. You are solely responsible for exercising judgment and taking appropriate precautions in all such interactions.
b. No Duty to Investigate Misconduct – We are not responsible for investigating, adjudicating, mediating, intervening in disputes, or determining fault in any personal, romantic, or event-related matter, including alleged violations of consent, harassment, assault, abuse, or other misconduct between or involving users. You acknowledge that all such matters are outside Our role as a service provider. While We have no obligation to take action, We will comply with any applicable legal requirements to report misconduct to law enforcement or other authorities, and We will cooperate with law enforcement as required by law. In exceptional circumstances, and only where permitted by law, We reserve the right to refer reports if We believe it is necessary to protect the safety of users or the public.
c. Data Security Disclaimer – We use commercially reasonable measures to protect Your information, but no method of storage or transmission is completely secure. By using the Platform, You acknowledge and accept the risk that Your information may be accessed by unauthorized third parties despite Our efforts.
d. Third-Party Risks – You acknowledge that events, venues, vendors, service providers, and other third parties are not under Our control. We are not responsible for their actions, omissions, representations, or services, and all risks arising from dealings with third parties remain solely with You.
e. No Emergency Services – The Platform is not designed for emergency use. If You believe you are in danger or require immediate assistance, You should contact local emergency services directly.

15. Indemnification

a. User Indemnification – You agree to indemnify, defend, and hold harmless UpTo Inc., its officers, directors, employees, contractors and affiliates from and against any claims, damages, losses, liabilities, or expenses (including reasonable attorneys' fees) resulting from: Your Use of the Platform – Any activity, interaction, or transaction You undertake through or in connection with the Platform; Your Violation of These Terms – Any breach of these Terms or of applicable laws in connection with Your use of the Platform; Your Content – Any content You upload, post, or otherwise make available through the Platform, including claims that such content infringes, misappropriates, defames, violates privacy, or otherwise harms third-parties.
b. No Indemnification by the Platform – We have no obligation to indemnify, defend, or hold harmless any user. To the fullest extent permitted by law, You acknowledge that We do not provide indemnity or insurance coverage of any kind for Your activities, interactions, or content on or off the Platform.

16. Suspension & Termination

a. Our Right to Suspend or Terminate – We may suspend or terminate Your account, or restrict Your access to the Platform, at our sole discretion if You violate these Terms, engage in conduct harmful to other users or the community, or if We reasonably believe your continued use creates legal, security, or reputational risk.
b. Your Right to Terminate – You may terminate Your account at any time by following the instructions within the Platform. Termination will not relieve You of any payment obligations.
c. Account Deletion – If You request deletion of Your account, We will terminate Your access to the Platform and delete Your Personal Information in accordance with Our Privacy Policy. Certain information may be retained as required by law or for legitimate business purposes, as described in the Privacy Policy.
d. Effect of Termination – Upon termination or suspension by Us, your right to access and use the Platform will immediately cease. If You terminate Your account, You may retain access for the remainder of your current billing period, after which your access will end.
e. Survival – Termination of Your account or these Terms will not affect any rights or obligations that by their nature should survive termination. Without limitation, the provisions relating to Intellectual Property and Ownership Rights, Payment Obligations, Disclaimers, Limitation of Liability, Indemnification, Governing Law, and any other provisions that by their nature are intended to survive, will continue in full force and effect after termination.

17. Arbitration & Dispute Resolution

a. Binding Arbitration – Except as noted below in this section, any dispute arising out of or relating to these Terms and Conditions or the Platform will be resolved by final, binding arbitration under the Federal Arbitration Act (FAA) and the Consumer Arbitration Rules of the American Arbitration Association (AAA). Judgment on the award may be entered in any court of competent jurisdiction.
b. Waiver of Jury Trial & Class Actions – You waive any right to a jury trial or to bring claims as a class, representative, or private attorney general action. Disputes will be resolved only on an individual basis.
c. Carve-Outs – This arbitration agreement does not prevent either party from: bringing an individual claim in small claims court; seeking injunctive or equitable relief in court for actual or threatened infringement, misappropriation, or violation of copyrights, trademarks, trade secrets, patents, or other intellectual property rights; or for California residents, pursuing public injunctive relief in court to the extent required by law.
d. Location & Costs – Arbitration will take place in San Francisco County, California, unless the Parties mutually agree otherwise. Filing, administration, and arbitrator fees will be allocated in accordance with the AAA Consumer Arbitration Rules, except that UpTo Inc. will pay only those fees required by law. If Your claim is for less than $10,000, arbitration will be conducted solely on the basis of written submissions, unless the arbitrator determines a hearing is necessary. The arbitrator may award fees and costs to the prevailing party to the extent permitted by law.
e. Opt-Out Right – You may opt out of these arbitration requirements by sending written notice to legal@heyupto.com within thirty (30) days of first accepting these Terms.

18. Governing Law, Forum & Consumer Rights

19. International Use; Export Controls

20. Apple App Store Terms

21. Severability

22. Successors & Assigns

23. Entire Agreement; Amendments & Waivers

24. Force Majeure

25. Notices & Communications

26. Contact Information

If you have any questions, concerns, or complaints about these Terms or the Platform, please contact us at: support@heyupto.com or 510-213-8351.

Appendix A: Community Standards & User Code of Conduct

We want everyone using Our Platform to feel safe, respected, and welcome. By using Our services, and when meeting another user in person, You agree to follow these guidelines:

1. Treat Others with Respect

a. Be kind and courteous in all Your interactions, both online and offline.
b. No bullying, harassment, or hate speech.
c. Respect other people's boundaries—no means no, both on the app and in person.
d. Listen and communicate openly; never pressure someone into anything they are not comfortable with.

2. Keep It Safe

a. Protect Your login details and never share Your account.
b. Report any suspicious activity, harassment, or safety concerns through Our in-app tools or by contacting Us directly.
c. Do not use the Platform for harmful, dangerous, or illegal activities.
d. When meeting another user in real life, choose public places, let a friend know where You'll be, and arrange Your own transportation.

3. Be Honest

a. Use Your real identity and provide accurate information.
b. Don't impersonate other people or create fake profiles.
c. Don't mislead or scam others–online or in person.

4. Respect Privacy

a. Don't share someone else's private information (like home address, phone numbers, or personal documents) without their permission.
b. Be mindful when posting or sending photos, videos, or messages—share responsibly.
c. Do not pressure another user to share personal details or private spaces before they are ready.

5. Protect the Community

a. No nudity, sexually explicit content, or graphic violence.
b. Don't post or share spam, malware, or harmful links.
c. Avoid content that promotes self-harm or encourages dangerous behavior.
d. When meeting in person, never exchange illegal goods or services, and never engage in behavior that could endanger you or anyone else.

6. Consequences for Violations

If you violate these rules, We may:

a. Send You a warning.
b. Restrict Your ability to use certain features.
c. Suspend or permanently disable Your account.
d. Report serious concerns to law enforcement if necessary.

7. Help Us Improve

We rely on our community to make the Platform safe and welcoming. If You see something that doesn't feel right, please report it. We review all reports and take them seriously.

UpTo Terms & conditions

1. Terms & Conditions

2. Overview

3. Platform Role & Limitations: No Law Enforcement, Credit, or Matchmaking Services

4. Eligibility & Account Requirements

5. User Commitments & Responsibilities

6. Social Interaction Safety

7. Event Services & Attendee Terms

8. Payments, Subscriptions & Pricing

9. Intellectual Property & License Rights

10. DMCA & Copyright Complaints

11. Privacy & Data Use

12. Legal Disclaimers

13. Limitation of Liability

14. Assumption of Risk

15. Indemnification

16. Suspension & Termination

17. Arbitration & Dispute Resolution

18. Governing Law, Forum & Consumer Rights

19. International Use; Export Controls

20. Apple App Store Terms

21. Severability

22. Successors & Assigns

23. Entire Agreement; Amendments & Waivers

24. Force Majeure

25. Notices & Communications

26. Contact Information

Appendix A: Community Standards & User Code of Conduct

1. Treat Others with Respect

2. Keep It Safe

3. Be Honest

4. Respect Privacy

5. Protect the Community

6. Consequences for Violations

7. Help Us Improve

UpTo Terms & conditions

1. Terms & Conditions

2. Overview

3. Platform Role & Limitations: No Law Enforcement, Credit, or Matchmaking Services

4. Eligibility & Account Requirements

5. User Commitments & Responsibilities

6. Social Interaction Safety

7. Event Services & Attendee Terms

8. Payments, Subscriptions & Pricing

9. Intellectual Property & License Rights

10. DMCA & Copyright Complaints

11. Privacy & Data Use

12. Legal Disclaimers

13. Limitation of Liability

14. Assumption of Risk

15. Indemnification

16. Suspension & Termination

17. Arbitration & Dispute Resolution

18. Governing Law, Forum & Consumer Rights

19. International Use; Export Controls

20. Apple App Store Terms

21. Severability

22. Successors & Assigns

23. Entire Agreement; Amendments & Waivers

24. Force Majeure

25. Notices & Communications

26. Contact Information

Appendix A: Community Standards & User Code of Conduct

1. Treat Others with Respect

2. Keep It Safe

3. Be Honest

4. Respect Privacy

5. Protect the Community

6. Consequences for Violations

7. Help Us Improve