Terms of Service

In plain language: These Terms govern your use of Upstrato's website, our client services (custom software, AI, web, mobile, and SaaS development), and our own SaaS products. When we build custom work for you, you own the final deliverables once you've paid us in full — but we keep the reusable tools, frameworks, and know-how we bring to the table. Our software and AI features are provided "as is," AI outputs can be imperfect and should be reviewed by a human, and our liability is capped. Disputes are governed by Indian law and resolved by arbitration. This summary is for convenience only — the full Terms below control.

1. Introduction

Welcome to Upstrato. Upstrato ("Upstrato," "we," "us," or "our") is an AI-native software studio operated by Upstrato Technologies Pvt. Ltd., a company registered in India. We provide a range of services including AI solutions, custom software development, website development, mobile app development, SaaS product development, social-media software tools, AI SaaS products, Agentic AI, and AI agents.

These Terms of Service (the "Terms") form a legally binding agreement between you and Upstrato and govern your access to and use of:

• our website located at https://upstrato.co.in (the "Website");
• our professional and agency services delivered to business clients (the "Client Services"); and
• our software-as-a-service products and platforms (the "SaaS Products").

Please read these Terms carefully. Certain engagements may also be governed by a separate signed agreement, statement of work, or order form (each, a "Service Agreement"). Where a Service Agreement conflicts with these Terms, the Service Agreement controls for that engagement.

2. Acceptance of Terms

By accessing or using the Website, engaging us for Client Services, or registering for or using any SaaS Product, you acknowledge that you have read, understood, and agree to be bound by these Terms and by any documents incorporated by reference, including our Privacy Policy, Acceptable Use Policy, Refund Policy, and Disclaimer.

If you do not agree to these Terms, you must not access or use the Website, Client Services, or SaaS Products.

If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity, in which case "you," "Client," or "User" refers to that entity.

3. Definitions

For the purposes of these Terms:

• "Client" means a business, organization, or individual that engages Upstrato for Client Services.
• "Services" means, collectively, the Client Services and the SaaS Products, together with the Website.
• "Client Services" means custom, project-based services provided by Upstrato, including software development, AI solutions, website and mobile app development, SaaS product development, social-media software tools, Agentic AI, and AI agents.
• "SaaS" or "SaaS Products" means software applications and platforms that Upstrato makes available on a subscription or usage basis via the cloud.
• "User" means any person who accesses or uses the Website or a SaaS Product, including a Client's authorized end users.
• "Deliverables" means the specific work product, custom software, source code, designs, documentation, models, configurations, or other materials that Upstrato creates for and delivers to a Client under a Service Agreement.
• "Pre-Existing IP" means intellectual property, tools, libraries, frameworks, templates, methodologies, and know-how owned or licensed by Upstrato prior to, or developed independently of, an engagement.
• "Third-Party Services" means services, software, APIs, models, hosting, or components provided by parties other than Upstrato.
• "Proposal" or "Quote" means a written scope, estimate, or statement of work provided by Upstrato describing the Services, fees, and timelines for an engagement.
• "Change Request" means a requested modification to the agreed scope of an engagement.
• "Fees" means the amounts payable by a Client or User for the Services.

4. Eligibility

You must be at least 18 years old (or the age of majority in your jurisdiction) and legally capable of entering into a binding contract to use the Services. By using the Services, you represent and warrant that you meet these requirements and that your use complies with all applicable laws in your jurisdiction. The Services are offered globally, but we make no representation that they are appropriate or available for use in every location. You are responsible for compliance with local laws to the extent they apply to you.

5. Description of Services

5.1 Client Services / Agency Engagements

Upstrato provides professional, project-based services to business clients, which may include:

• AI solutions, Agentic AI, and AI agent development;
• custom software and application development;
• website development;
• mobile app development;
• SaaS product design and development;
• social-media software tools; and
• related consulting, integration, deployment, and maintenance services.

The specific scope, deliverables, fees, and timelines for each engagement are defined in the applicable Proposal, Quote, or Service Agreement.

5.2 SaaS Products

Upstrato also offers its own SaaS Products, including AI SaaS products, made available on a subscription or usage basis. Access to SaaS Products may be subject to additional plan-specific terms, usage limits, and documentation. We aim to provide reliable, continuously available SaaS Products and may publish or agree to service levels (including uptime targets) in a separate Service Level Agreement or order form. Except where a specific uptime commitment is expressly agreed in writing, SaaS Products are provided on a commercially reasonable-efforts basis, and we may perform scheduled or emergency maintenance, updates, and changes.

6. Accounts & Registration

Certain features of the Website and SaaS Products require you to create an account. You agree to:

• provide accurate, current, and complete information during registration and keep it updated;
• maintain the confidentiality and security of your login credentials;
• be responsible for all activities that occur under your account; and
• promptly notify us at support@upstrato.co.in of any unauthorized use or suspected security breach.

We may suspend or terminate accounts that contain false information, are used in violation of these Terms, or pose a security risk. You are responsible for the acts and omissions of any users you invite to or authorize under your account.

7. Client Responsibilities

To enable us to deliver the Services effectively, you agree to:

• provide timely, complete, and constructive feedback, reviews, and approvals at each stage of an engagement;
• supply all content, assets, credentials, data, and materials necessary for the Services, and warrant that you have the rights to provide them;
• provide accurate information and promptly respond to reasonable requests for information or decisions;
• use the Services lawfully and in compliance with these Terms and applicable laws; and
• designate a point of contact with authority to make decisions and give approvals on your behalf.

Delays, incomplete information, or failure to provide required materials or approvals may affect timelines, scope, and Fees, and Upstrato is not responsible for delays caused by such failures.

8. Project Engagements

8.1 Proposals, Quotes & Scope of Work

Each engagement begins with a written Proposal or Quote describing the scope of work, deliverables, assumptions, dependencies, fees, and estimated timelines. Work commences once the Proposal, Quote, or Service Agreement is accepted (in writing or electronically) and any required deposit is paid. Estimates and timelines are made in good faith based on the information available and agreed scope; they are not guarantees unless expressly stated as fixed.

8.2 Change Requests

Any request that materially alters the agreed scope, deliverables, or timelines constitutes a Change Request. We will assess each Change Request and provide any resulting adjustments to fees and timelines before proceeding. Work on Change Requests begins only after written approval.

8.3 Timelines & Acceptance

We will use commercially reasonable efforts to meet agreed timelines. Timelines depend on your timely fulfilment of Client Responsibilities (Section 7). Upon delivery of a Deliverable or milestone, you will have the review period specified in the Service Agreement (or, if none is specified, seven (7) calendar days) to review and either accept it or provide specific written objections identifying non-conformities. If you do not provide written objections within the review period, or if you use a Deliverable in production, it is deemed accepted.

8.4 Third-Party Costs

Some engagements require Third-Party Services (for example, hosting, domains, API access, AI model usage, third-party licenses, app store fees, or paid plugins). Unless expressly included in the Fees, these third-party costs are your responsibility and may be billed to you at cost or as a pass-through. We will identify anticipated third-party costs where reasonably practicable.

9. Fees, Invoicing & Payment

9.1 Fees & Milestones

Fees for Client Services are set out in the applicable Proposal, Quote, or Service Agreement and may be structured as fixed-price, milestone-based, time-and-materials, or retainer arrangements. Fees for SaaS Products are set out in the applicable plan or order form and are billed on a subscription or usage basis.

9.2 Deposits

Unless otherwise agreed, engagements require an upfront deposit before work begins. Deposits are applied to the total Fees and, except as required by law or expressly stated in our Refund Policy, are non-refundable once work has commenced.

9.3 Invoicing & Payment Terms

Invoices are payable within the period stated on the invoice (or, if none is stated, within fifteen (15) days of the invoice date). SaaS subscription Fees are billed in advance on a recurring basis and, unless cancelled in accordance with these Terms, renew automatically for successive periods.

9.4 Taxes & GST

All Fees are exclusive of applicable taxes, duties, and levies, including Goods and Services Tax (GST) in India, unless expressly stated otherwise. You are responsible for all such taxes other than taxes on Upstrato's net income.

9.5 Late Payments

Overdue amounts may accrue interest and/or a late fee as stated on the invoice or Service Agreement, to the maximum extent permitted by law. We may suspend Services, withhold Deliverables, or restrict SaaS access for accounts with overdue balances until payment is received. You remain responsible for reasonable costs of collection, including legal fees.

10. Intellectual Property

10.1 Upstrato's Pre-Existing IP

Upstrato retains all right, title, and interest in and to its Pre-Existing IP, including its tools, libraries, frameworks, templates, methodologies, know-how, and any general improvements developed in the course of providing Services. Nothing in these Terms transfers ownership of Pre-Existing IP. Where a Deliverable incorporates Pre-Existing IP, Upstrato grants the Client a non-exclusive, worldwide, perpetual, royalty-free license to use that Pre-Existing IP solely as embedded in and as necessary to use the Deliverable.

10.2 Ownership of Custom Deliverables

Upon Upstrato's receipt of full payment of all Fees due for an engagement, ownership of the custom Deliverables created specifically for the Client under that engagement — including custom source code and associated documentation — transfers to the Client, subject to Section 10.1 and Section 10.3. Until full payment is received, all Deliverables remain the sole property of Upstrato, and any license or delivery is conditional.

10.3 Open-Source & Third-Party Components

Deliverables may include open-source or third-party components that are licensed under their own terms. Such components remain subject to their respective licenses, and your use of them must comply with those licenses. Ownership of such components does not transfer to you.

10.4 Portfolio & Showcase Rights

Unless otherwise agreed in writing, Upstrato may reference the Client, display non-confidential aspects of the work, and describe the engagement in its portfolio, case studies, website, and marketing materials. If you require confidentiality regarding an engagement, this must be agreed in writing.

10.5 SaaS Products & Website

All intellectual property in the Website and SaaS Products, including software, designs, trademarks, and content, is and remains owned by Upstrato or its licensors. Your use of a SaaS Product grants you only a limited, non-exclusive, non-transferable, revocable right to access and use it in accordance with these Terms and the applicable plan; no ownership rights are conveyed.

11. Third-Party Services & AI

The Services may rely on, integrate with, or make available Third-Party Services, including third-party APIs, AI models, cloud infrastructure, and platform integrations. You acknowledge and agree that:

• Third-Party Services are governed by their own terms and are outside Upstrato's control;
• AI and machine-learning features generate outputs probabilistically, and such outputs may be inaccurate, incomplete, biased, outdated, or otherwise imperfect;
• AI outputs should not be relied upon as professional, legal, financial, medical, or other expert advice, and should be reviewed and validated by a qualified human before being relied upon or deployed;
• you are responsible for evaluating the suitability, accuracy, and legality of any output for your intended use; and
• Upstrato is not liable for the availability, performance, changes, discontinuation, or acts or omissions of any Third-Party Service.

Please review the Disclaimer for additional important information regarding AI-generated output.

12. Acceptable Use

Your use of the Website, Client Services, and SaaS Products is subject to our Acceptable Use Policy, which is incorporated into these Terms by reference. Violation of the Acceptable Use Policy is a material breach of these Terms and may result in suspension or termination.

13. Warranties & Disclaimers

13.1 Professional Services

Upstrato warrants that the Client Services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards. Your exclusive remedy for a breach of this warranty is, at Upstrato's option, re-performance of the affected Services or a refund of the Fees paid for the affected Services.

13.2 "As Is" Disclaimer

Except as expressly stated in Section 13.1 or in a signed Service Agreement, the Website, SaaS Products, software, Deliverables, and AI features are provided "as is" and "as available," without warranties of any kind, whether express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, or that the Services will be uninterrupted, error-free, or secure. Please review the Disclaimer for additional details.

14. Limitation of Liability

To the maximum extent permitted by applicable law:

• Upstrato and its officers, directors, employees, contractors, and agents will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, data, goodwill, or business opportunity, arising out of or relating to the Services, even if advised of the possibility of such damages; and
• Upstrato's total aggregate liability arising out of or relating to the Services or these Terms will not exceed the total Fees actually paid by you to Upstrato for the specific Service giving rise to the claim during the six (6) months immediately preceding the event giving rise to the liability.

Some jurisdictions do not allow certain limitations of liability; in such cases, the above limitations apply to the fullest extent permitted by law.

15. Indemnification

You agree to indemnify, defend, and hold harmless Upstrato and its officers, directors, employees, contractors, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to: (a) your breach of these Terms or any Service Agreement; (b) content, data, or materials you provide; (c) your use of the Services in violation of law or third-party rights, including intellectual property, privacy, or platform policies; and (d) your deployment or use of any Deliverable or AI output. Upstrato will provide reasonable notice of any such claim and may participate in the defense at its own expense.

16. Confidentiality & NDA

Each party may receive confidential information of the other in connection with the Services. Each party agrees to: (a) use the other's confidential information only to perform or receive the Services; (b) protect it with at least reasonable care; and (c) not disclose it to third parties except to personnel or subcontractors bound by confidentiality obligations. Confidential information does not include information that is public through no fault of the receiving party, independently developed, or lawfully obtained from a third party. These obligations survive termination. Where a separate non-disclosure agreement (NDA) is signed, its terms govern confidentiality for that engagement.

17. Term & Termination

These Terms apply for as long as you use the Services. Client Services engagements continue for the term stated in the applicable Service Agreement. SaaS subscriptions continue until cancelled or terminated in accordance with the applicable plan.

Either party may terminate an engagement or these Terms for material breach that remains uncured for fifteen (15) days after written notice. Upstrato may suspend or terminate access immediately for non-payment, security risks, or violations of the Acceptable Use Policy or applicable law.

Upon termination: (a) you must pay all Fees accrued up to the effective date of termination, including for work in progress; (b) each party will return or destroy the other's confidential information on request; and (c) provisions that by their nature should survive (including Sections 9, 10, 13–16, 20, and 22) will survive.

18. Cancellations & Refunds

Cancellations, subscription changes, and refunds are governed by our Refund Policy, which is incorporated by reference. Except as stated in the Refund Policy or required by applicable law, Fees for work performed and deposits are non-refundable.

19. Force Majeure

Upstrato will not be liable for any delay or failure to perform caused by events beyond its reasonable control, including acts of God, natural disasters, epidemics or pandemics, war, terrorism, civil unrest, government action, labor disputes, internet or utility failures, hosting or third-party provider outages, or failures of Third-Party Services.

20. Governing Law & Dispute Resolution

These Terms are governed by and construed in accordance with the laws of India, without regard to conflict-of-law principles.

Any dispute, controversy, or claim arising out of or relating to these Terms or the Services will be referred to and finally resolved by arbitration under the Arbitration and Conciliation Act, 1996 (as amended). The seat and venue of arbitration will be City, India, the arbitration will be conducted in English by a sole arbitrator appointed in accordance with that Act, and the arbitral award will be final and binding. Subject to the foregoing, the courts of City, India will have exclusive jurisdiction, and either party may seek interim or injunctive relief from those courts.

21. Assignment

You may not assign or transfer these Terms or any Service Agreement, in whole or in part, without Upstrato's prior written consent. Upstrato may assign these Terms in connection with a merger, acquisition, reorganization, or sale of assets. These Terms bind and benefit the parties and their permitted successors and assigns.

22. Severability

If any provision of these Terms is held invalid, illegal, or unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, or severed if it cannot be modified, and the remaining provisions will remain in full force and effect.

23. Entire Agreement

These Terms, together with any applicable Service Agreement, Proposal, Quote, order form, and the policies incorporated by reference, constitute the entire agreement between you and Upstrato regarding the Services and supersede all prior or contemporaneous understandings on that subject.

24. Changes to These Terms

We may update these Terms from time to time. When we make material changes, we will update the "Last updated" date above and, where appropriate, provide additional notice (for example, via the Website or email). Your continued use of the Services after changes take effect constitutes acceptance of the revised Terms.

25. Contact Us

If you have questions about these Terms, please contact us:

• General: hello@upstrato.co.in
• Legal: legal@upstrato.co.in
• Support: support@upstrato.co.in
• Phone: +91-XXXXXXXXXX
• Registered Office: Registered office address, City, State, PIN, India
• Website: https://upstrato.co.in

Upstrato is a brand of Upstrato Technologies Pvt. Ltd., registered in India.