TERMS AND CONDITIONS / TERMS OF SERVICE

3.1 Account Registration

To access and use the full functionality of the Service, you must complete a registration process on https://www.upvoit.com/ by providing accurate, current, and complete information as prompted by our registration form.

3.2 Account Security and Responsibilities

Account Security and Responsibilities

• Maintaining the confidentiality and security of your account credentials (username and password);

• All activities that occur under your account, whether or not authorized by you;

• Ensuring that all information provided during registration and throughout your use of the Service remains accurate, current, and complete;

• Restricting access to your account and ensuring that only authorized users within your organization access the Service;

• Promptly notifying at Support@upvoit.com of any unauthorized use of your account or any other breach of security;

• Complying with all applicable laws, rules, and regulations in your use of the Service.

  You agree that you will not:

  • Share your account credentials with unauthorized third parties;

  • Allow any unauthorized user to access or use the Service through your account; Create

  • an account using false or misleading information;

  • Create multiple accounts for fraudulent purposes;

  • Use the Service in any manner that violates these Terms or applicable law.

3.3 Account Authority

If you are registering on behalf of a business entity, you represent and warrant that you have the legal authority to bind that entity to these Terms. The entity on whose behalf you register shall be responsible for all obligations under these Terms to Upvoit.

3.4 Account Security and Responsibilities

Account Security and Responsibilities

• You have violated these Terms;

• Your use of the Service poses a security risk or may adversely impact the Service or other users;

• You have provided false, inaccurate, or misleading information;

• You have failed to pay fees when due (subject to Section 5);

• Your use of the Service is causing harm to Upvoit, other customers, or third parties;

• It is required by law or regulatory authority.

4.1 Grant of License

Subject to your compliance with these Terms and payment of all applicable fees, Upvoit grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service solely for your internal business purposes in accordance with these Terms.

4.2 Use Restrictions

You shall not, and shall not permit any third party to:

• License, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share, or otherwise commercially exploit or make the Service available to any third party, except as expressly permitted by these Terms;

• Use the Service to process data on behalf of any third party for commercial purposes;

• Modify, adapt, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Service or any portion thereof;

• Copy, reproduce, duplicate, or frame any portion of the Service, except as necessary for your authorized use;

• Access the Service to build a competitive product or service, or to benchmark or monitor the availability, performance, or functionality of the Service;

• Use any automated means, including robots, spiders, scrapers, or data mining tools, to access, retrieve, or index the Service;

• Interfere with or disrupt the integrity, security, or performance of the Service, its components, or related systems or networks;

• Attempt to gain unauthorized access to the Service, other users’ accounts, or related systems or networks;

• Remove, obscure, or alter any proprietary notices, labels, or marks on the Service, including those of Upvoit;

• Use the Service in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these Terms;

• Transmit or upload any viruses, malware, trojan horses, worms, or other malicious code;

• Violate any applicable laws, rules, regulations, or third-party rights, including privacy rights, intellectual property rights, or data protection laws;

• Use the Service to transmit, distribute, or store material that is defamatory, obscene, threatening, harassing, abusive, hateful, or otherwise objectionable;

• Engage in any activity that imposes an unreasonable or disproportionately large load on the Service infrastructure.

4.3 Compliance with Laws

You are responsible for ensuring that your use of the Service complies with all applicable international, federal, state, and local laws, rules, and regulations, including but not limited to the Information Technology Act, 2000, data protection laws, export control laws, and industry-specific regulations applicable to your business operations.

5.1 Subscription Fees

Use of the Service requires payment of subscription fees as specified in your selected pricing plan and subscription tier available on http://www.upvoit.com/ All fees are stated in US Dollars (USD) as specified at the time of purchase.

5.2 Payment Obligations

• You agree to pay all fees associated with your subscription plan according to the pricing and payment terms in effect at the time the fees become payable to Upvoit.

• All fees are due and payable in advance on a monthly or annual basis, as selected during registration or as otherwise agreed in writing;

• Payment shall be made by credit card, debit card, electronic funds transfer, net banking, or other payment method approved by Upvoit;

• You authorize Upvoit (or our third-party payment processor) to charge your designated payment method for all fees when due.

5.3 Third-Party Payment Gateway (Stripe)

Upvoit uses third-party payment processors, including Stripe, to manage and process subscription payments. By subscribing to Upvoit, you agree to comply with Stripe’s Services Agreement and understand that Upvoit is not responsible for any errors, delays, or downtime caused by Stripe or your bank. You authorize Stripe to collect recurring payments on behalf of Upvoit. Failed or disputed payments may result in account suspension or termination without notice.

5.4 Automatic Renewal

Unless you cancel your subscription before the end of the current billing period, your subscription will automatically renew for successive periods of the same duration as your initial subscription term. The renewal will be at the then-current subscription fee, which may be different from the fee for the initial term.

5.5 Price Changes

Upvoit reserves the right to change our pricing and fees at any time. If we increase the subscription fees for your current plan, we will provide you with at least thirty (30) days’ prior written notice via email to the address registered with your account. The updated fees will apply to your next billing cycle following the notice period. Your continued use of the Service after the price change takes effect constitutes your acceptance of the new fees.

5.6 Late Payment and Suspension

• All fees are due on the date specified in your invoice or billing statement issued by Upvoit;

• If you fail to pay any fees when due, we reserve the right to:

  • Suspend your access to the Service upon fifteen (15) days’ written notice of non-payment sent to your registered email address;

  • Terminate your account and these Terms if payment is not received within thirty (30) days of the due date;

• During any suspension period, you will remain responsible for all outstanding fees, and you will not be entitled to any refund or credit for the suspension period;

• Upvoit may charge reasonable fees for the reinstatement of suspended accounts.

5.7 Taxes

All fees are exclusive of all federal, state, local, and international taxes, duties, levies, tariffs, and similar governmental assessments, including but not limited to Goods and Services Tax (GST), value-added tax (VAT), and similar taxes (collectively, “Taxes“). You are responsible for paying all Taxes associated with your use of the Service, except for taxes based on Upvoit’s net income. If we are required to collect or pay Taxes for which you are responsible, the appropriate amount shall be invoiced to and paid by you.

5.8 No Refund Policy

ALL FEES PAID TO EXCELHUNTERS TECHNOLOGIES PVT LTD ARE NON-REFUNDABLE. WE DO NOT PROVIDE REFUNDS OR CREDITS FOR ANY PARTIAL SUBSCRIPTION PERIODS, UNUSED SERVICES, OR DISSATISFACTION WITH THE SERVICE. THIS NO-REFUND POLICY APPLIES TO ALL SUBSCRIPTION FEES, SETUP FEES, AND ANY OTHER FEES PAID TO EXCELHUNTERS TECHNOLOGIES PVT LTD FOR THE UPVOIT SERVICE.

You acknowledge and agree that:

• If you fail to pay any fees when due, we reserve the right to:

  • Early termination of your subscription;

  • Failure to use the Service;

  • Dissatisfaction with the Service;

  • Technical issues or service interruptions;

  • Changes to pricing or features;

• If you cancel your subscription, you will continue to have access to the Service until the end of your current billing period, after which your access will be terminated;

• Upon termination or cancellation, you will not receive a refund for any fees already paid for the current or any prior billing periods;

• This no-refund policy applies regardless of whether the fees were paid monthly, annually, or for any other billing period.

5.9 Disputed Charges

If you believe that you have been incorrectly charged, you must notify Upvoit in writing at Support@upvoit.com within thirty (30) days of the charge appearing on your statement. Failure to notify us within this period constitutes your acceptance of the charge. We will investigate all good-faith billing disputes and make appropriate adjustments if warranted.

0.1 Upvoit’s Intellectual Property

Excelhunters Technologies Pvt Ltd and its licensors exclusively own all rights, title, and interest in and to the Upvoit Service and all components thereof, including but not limited to:

• All software, source code, object code, algorithms, and technical architecture;

• All trademarks, service marks, trade names, logos, and branding, including the “Upvoit” brand name and associated marks;

• All copyrights, patents, trade secrets, and other intellectual property rights;

• All designs, user interfaces, graphics, images, audio, video, and visual content;

• All documentation, training materials, and user guides;

• All improvements, enhancements, modifications, and derivative works;

• All data analytics, aggregated data, and de-identified data derived from your use of the Service;

• All feedback, suggestions, ideas, enhancement requests, or recommendations provided by you relating to the Service.

Except for the limited license rights expressly granted in Section 4.1, no right, title, or interest in or to the Service or any intellectual property of Excelhunters Technologies Pvt Ltd is granted or otherwise transferred to you. You acknowledge that the Service and all associated intellectual property are protected by copyright, trademark, patent, trade secret, and other intellectual property laws of India and international treaties.

6.2 Customer Data Ownership

You retain all rights, title, and interest in and to all data, information, and content that you upload, submit, transmit, or otherwise make available through the Service (“Customer Data”). You grant Excelhunters Technologies Pvt Ltd a non-exclusive, worldwide, royalty-free license to use, copy, store, transmit, display, modify, and process Customer Data solely to the extent necessary to:

• Provide, maintain, and improve the Service;

• Perform our obligations under these Terms;

• Comply with applicable laws and legal obligations;

• Create aggregated, anonymized, or de-identified data that does not identify you or any individual.

You represent and warrant that:

• You own or have all necessary rights, licenses, and permissions to provide Customer Data to Upvoit (Excelhunters Technologies Pvt Ltd)

• Customer Data does not infringe or violate any third-party rights, including intellectual property rights, privacy rights, or contractual rights;

6.3 Prohibited Use of Intellectual Property

You shall not:

• Use Excelhunters Technologies Pvt Ltd’s or Upvoit’s trademarks, logos, or branding without our prior written consent;

• Register or attempt to register any domain names, trademarks, or other identifiers that are confusingly similar to Excelhunters Technologies Pvt Ltd’s or Upvoit’s marks;

• Make any representations or warranties on behalf of Excelhunters Technologies Pvt Ltd or Upvoit;

• Imply any sponsorship, endorsement, or affiliation with Excelhunters Technologies Pvt Ltd or Upvoit without our express written authorization.

6.4 Third-Party Intellectual Property

The Service may incorporate or provide access to third-party software, content, services, or integrations. All such third-party intellectual property is the property of its respective owners and is subject to the applicable third-party terms and conditions. Excelhunters Technologies Pvt Ltd does not grant you any rights to such third-party intellectual property except as expressly permitted by the applicable third-party license agreements.

7.1 Definition of Confidential Information

“Confidential Information” means all non-public information disclosed by one party (the “Disclosing Party“) to the other party (the “Receiving Party“), whether disclosed orally, in writing, electronically, or by any other means, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, but is not limited to:

• For Excelhunters Technologies Pvt Ltd/Upvoit: the Service, software architecture, source code, technical documentation, security measures, business strategies, pricing information, customer lists, and any other proprietary information;

• For Customer: Customer Data, business information, financial information, user credentials, and any other information designated as confidential.

7.2 Obligations

The Receiving Party agrees to:

• Hold the Disclosing Party’s Confidential Information in strict confidence;

• Use the same degree of care to protect the Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care;

• Not disclose the Confidential Information to any third party except to its employees, contractors, and advisors who have a legitimate need to know and who are bound by confidentiality obligations at least as protective as those in these Terms;

• Use the Confidential Information solely for the purposes of exercising rights and performing obligations under these Terms;

• Promptly notify the Disclosing Party upon becoming aware of any unauthorized use or disclosure of Confidential Information.

7.3 Exclusions

Confidential Information does not include information that:

• Is or becomes publicly available through no breach of these Terms by the Receiving Party;

• Was rightfully in the Receiving Party’s possession prior to disclosure by the Disclosing Party;

• Is independently developed by the Receiving Party without use of or reference to the Confidential Information;

• Is rightfully received by the Receiving Party from a third party without breach of any confidentiality obligation;

• Is required to be disclosed by law, regulation, court order, or governmental authority, provided that the Receiving Party provides prompt notice to the Disclosing Party and cooperates in any effort to seek protective treatment.

7.4 Return or Destruction

Upon termination of these Terms or upon the Disclosing Party’s written request, the Receiving Party shall promptly return or destroy (at the Disclosing Party’s election) all Confidential Information and certify in writing that it has done so, except that the Receiving Party may retain Confidential Information to the extent required by law or for regulatory compliance purposes, provided that confidentiality obligations continue to apply.

8.1 Privacy Policy

Our collection, use, and disclosure of personal information is governed by our Privacy Policy available at https://www.upvoit.com/, which is incorporated into these Terms by reference. By using the Service, you consent to our Privacy Policy and agree that Excelhunters Technologies Pvt Ltd may collect, use, and disclose personal information in accordance with the Privacy Policy and applicable data protection laws, including the Information Technology Act, 2000 and the Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011.

8.2 Data Processing

To the extent that Upovit processes personal data on your behalf in the course of providing the Service, the parties agree to be bound by the terms of our Data Processing Agreement (DPA), which is available upon request and is incorporated into these Terms by reference.

8.3 Data Security

Upvoit implements appropriate technical and organizational security measures designed to protect Customer Data against unauthorized access, disclosure, alteration, and destruction. However, no method of transmission over the internet or electronic storage is 100% secure. While we strive to use commercially acceptable means to protect Customer Data, we cannot guarantee absolute security.

8.4 Customer Responsibilities

You are responsible for:

• Ensuring that you have obtained all necessary consents and authorizations to provide Customer Data to Excelhunters Technologies Pvt Ltd and to permit us to process it as contemplated by these Terms;

• Complying with all applicable data protection and privacy laws in your collection, use, and disclosure of personal information;

• Implementing appropriate security measures to protect access to your account and Customer Data;

• Promptly notifying Excelhunters Technologies Pvt Ltd at Support@upvoit.com of any security breaches or unauthorized access to your account.

8.5 Data Location and Transfers

Customer Data may be stored and processed in India or in any other country where Upvoit or its service providers maintain facilities. By using the Service, you consent to the transfer of Customer Data to countries outside your country of residence, which may have different data protection laws. Upvit will ensure that any such transfers comply with applicable data protection laws.

You expressly understand and agree that the use of the services is at your sole risk. The services are provided on an as-is-and-as-available basis. Upvoit expressly disclaims all warranties of any kind, whether express or implied, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose. Upvoit makes no warranty that the services will be uninterrupted, timely, secure, or error free. Use of any material downloaded or obtained through the use of the services shall be at your own discretion and risk and you will be solely responsible for any damage to your computer system, mobile telephone, wireless device or data that results from the use of the services or the download of any such material. No advice or information, whether written or oral, obtained by you from Upvoit, its employees or representatives shall create any warranty not expressly stated in the agreement.

10.1 Exclusion of Certain Damages

IN NO EVENT SHALL UPVOIT, ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO:

• LOSS OF PROFITS, REVENUE, OR BUSINESS OPPORTUNITIES;

• LOSS OF DATA, GOODWILL, OR REPUTATION;

• COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES;

• BUSINESS INTERRUPTION OR WORK STOPPAGE;

• COMPUTER FAILURE OR MALFUNCTION;

• ANY OTHER COMMERCIAL DAMAGES OR LOSSES,

ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR YOUR USE OF OR INABILITY TO USE THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT UPVOIT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 Cap on Liability

IN NO EVENT SHALL THE AGGREGATE LIABILITY OF UPVOIT, ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, AND LICENSORS, ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF THE SERVICE, EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY YOU TO UPVOIT IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.

10.3 Exceptions

THE LIMITATIONS SET FORTH IN THIS SECTION 10 SHALL NOT APPLY TO:

• Your breach of Section 4 (Acceptable Use and Restrictions) or Section 6 (Intellectual Property Rights);

• Your violation of applicable laws or regulations;

• Your indemnification obligations under Section 11;

• Liability that cannot be excluded or limited under applicable law, including liability for death or personal injury caused by negligence or fraud.

10.4 Acknowledgment

YOU ACKNOWLEDGE AND AGREE THAT THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 10 ARE FUNDAMENTAL ELEMENTS OF THE AGREEMENT BETWEEN YOU AND UPVOIT, AND UPVOIT WOULD NOT PROVIDE THE SERVICE WITHOUT SUCH LIMITATIONS. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

11.1 Customer Indemnification

You agree to indemnify, defend, and hold harmless Upvoit, its affiliates, subsidiaries, officers, directors, employees, agents, licensors, suppliers, and service providers (collectively, the “Indemnified Parties“) from and against any and all claims, demands, losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees and court costs) arising out of or related to:

• Your use or misuse of the Service;

• Your violation of these Terms;

• Your violation of any applicable laws, rules, or regulations;

• Your violation of any third-party rights, including intellectual property rights, privacy rights, or contractual rights;

• Customer Data or any content that you upload, submit, transmit, or otherwise make available through the Service;

• Any unauthorized access to or use of the Service through your account;

• Any negligent or wrongful conduct by you or your employees, contractors, or agents.

11.2 Upvoit Indemnification

Upvoit agrees to indemnify, defend, and hold you harmless from and against any third-party claims alleging that the Service, as provided by Upvoit and used in accordance with these Terms, infringes or misappropriates any third-party intellectual property rights, provided that:

• You promptly notify Upvoit in writing of the claim at Support@upvoit.com;

• You grant Upvoit sole control over the defense and settlement of the claim;

• You provide reasonable cooperation and assistance in the defense of the claim.

11.3 Upvoit Remedies

If the Service becomes, or in Upvoit’s opinion is likely to become, the subject of an intellectual property infringement claim, Upvoit, at its sole option and expense:

• Procure the right for you to continue using the Service;

• Replace or modify the Service to make it non-infringing while providing substantially equivalent functionality;

• Terminate these Terms and refund any prepaid fees for the unused portion of the subscription term.

11.4 Exclusions from Upvoit Indemnification

Upvoit’s indemnification obligations under Section 11.2 shall not apply to claims arising from:

• Your modification of the Service or use of the Service in combination with third-party products, services, or content not provided by Upvoit;

• Your use of the Service in violation of these Terms or Upvoit’s written instructions or documentation;

• Customer Data or any content provided by you;

• Your continued use of the Service after being notified to cease use due to an infringement claim.

11.5 Indemnification Procedure

The party seeking indemnification (the “Indemnified Party“) shall:

• Provide prompt written notice to the indemnifying party (the “Indemnified Party“) of any claim subject to indemnification;

• Grant the Indemnifying Party sole control over the defense and settlement of the claim;

• Provide reasonable cooperation and assistance to the Indemnifying Party in the defense of the claim;

• Not settle or compromise any claim without the prior written consent of the Indemnifying Party.

11.1 Sole Remedy

THE INDEMNIFICATION PROVISIONS SET FORTH IN THIS SECTION 11 STATE UPVOIT’S SOLE AND EXCLUSIVE LIABILITY, AND YOUR SOLE AND EXCLUSIVE REMEDY, WITH RESPECT TO INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS.

12.1 Term

These Terms commence on the date you first access or use the Service and continue until terminated in accordance with this Section 12.

Your subscription term begins on the date specified in your subscription confirmation and continues for the period selected (monthly or annual), subject to earlier termination as provided in these Terms.

12.2 Termination by Customer

You may terminate your subscription and these Terms at any time by:

• Providing written notice to Upvoit at Support@upvoit.com at least thirty (30) days prior to the end of your current subscription term;

• Canceling your subscription through your account settings specified in our documentation.

Upon termination by you:

• Your access to the Service will continue until the end of your current paid subscription term;

• Your subscription will not automatically renew;

• You will not receive any refund for fees already paid to Upvoit, including fees for the remainder of your current subscription term.

12.3 Termination by Upvoit

Upvoit may terminate your subscription and these Terms, with or without cause, upon thirty (30) days’ prior written notice to you.

Upvoit may immediately terminate or suspend your subscription and these Terms, without prior notice, if:

• You materially breach these Terms and fail to cure the breach within fifteen (15) days of receiving written notice;

• You fail to pay fees when due and do not cure the non-payment within fifteen (15) days of receiving written notice;

• You engage in fraudulent, illegal, or harmful conduct;

• Your use of the Service poses a security risk or threatens the integrity or availability of the Service;

• We are required to terminate by law, regulation, or court order;

• You become insolvent, cease business operations, or become subject to bankruptcy or insolvency proceedings.

12.4 Suspension of Service

Upvoit reserves the right to suspend your access to the Service, without liability, if:

• You fail to pay fees when due, upon fifteen (15) days’ written notice of non-payment sent to your registered email address;

• We reasonably believe that your use of the Service violates these Terms or applicable law;

• Your use of the Service disrupts or poses a security risk to the Service, other users, or our systems;

• Suspension is necessary to maintain the security, integrity, or availability of the Service;

• Suspension is required by our third-party hosting providers or service providers;

• We reasonably believe that immediate suspension is necessary to prevent harm to Upvoit, other customers, or third parties.

During any suspension period:

• You will not have access to the Service or Customer Data;

• You will remain responsible for all fees due under these Terms;

• Upvoit will not be liable for any losses or damages resulting from the suspension;

• Upvoit will reinstate your access promptly upon resolution of the issue that caused the suspension.

12.5 Effect of Termination

Upon termination or expiration of these Terms for any reason:

• All rights and licenses granted to you under these Terms will immediately cease;

• You must immediately cease all use of and access to the Service;

• You will remain responsible for all fees incurred prior to termination, including fees for the entire subscription term if you terminate early;

• You will not be entitled to any refund of prepaid fees;

• You will have thirty (30) calendar days following termination to access and export Customer Data from the Service;

• After the 30-day period, Upvoit may permanently delete Customer Data in accordance with our data retention policies;

• All provisions of these Terms that by their nature should survive termination shall survive, including Sections 5 (Payment Terms), 6 (Intellectual Property Rights), 7 (Confidentiality), 9 (Warranty Disclaimer), 10 (Limitation of Liability), 11 (Indemnification), 12.5 (Effect of Termination), 14 (Dispute Resolution), and 15 (General Provisions).

12.6 Data Retrieval

You are solely responsible for exporting and backing up Customer Data before termination. Upvoit may, but is not obligated to, provide you with assistance in retrieving Customer Data, which may be subject to additional fees.

After the 30-day post-termination period, Upvoit shall have no obligation to maintain or provide Customer Data and may delete all Customer Data in our systems, unless legally prohibited from doing so.

13.1 Uptime Commitment

Upvoit will use commercially reasonable efforts to make the Service available with a monthly uptime percentage of at least 99.5% (“Uptime Commitment”), excluding scheduled maintenance and circumstances beyond our reasonable control.

“Uptime” is calculated as the percentage of time during a calendar month that the Service is operational and accessible to you.

“Downtime” means any period during which the Service is unavailable, inaccessible, or not functioning properly, excluding Excluded Downtime as defined below.

13.2 Excluded Downtime

Downtime does not include unavailability caused by:

• Scheduled maintenance, provided Upvoit gives you at least 24 hours’ advance notice via email or platform notification (we will use reasonable efforts to schedule maintenance during off-peak hours);

• Emergency maintenance required to address critical security vulnerabilities or system failures;

• Factors beyond our reasonable control, including force majeure events, internet service provider failures, or denial-of-service attacks;

• Your acts or omissions, or those of your employees, contractors, or agents;

• Your equipment, software, or network connectivity issues;

• Suspension or termination of your access to the Service in accordance with these Terms;

• Third-party services or integrations not provided by Upvoit.

13.3 Service Credits

If Upvoit fails to meet the Uptime Commitment in any calendar month, you may be eligible for service credits as your sole and exclusive remedy, subject to the following conditions:

• You must submit a claim for service credits to Support@upvoit.com within thirty (30) days of the end of the month in which the Downtime occurred;

• You must provide reasonable documentation supporting your claim;

• Your account must be in good standing with no outstanding payment obligations;

• Service credits will be calculated as follows:

  Monthly Uptime Percentage

  Service Credit

  Less than 99.5% but equal to or greater than 99.0%

  5% of monthly fees

  Less than 99.0% but equal to or greater than 98.0%

  10% of monthly fees

  Less than 98.0%

  15% of monthly fees

• Service credits will be applied to future monthly subscription fees and have no cash value;

• Service credits are your sole and exclusive remedy for any failure to meet the Uptime Commitment;

• The maximum aggregate service credits for any single calendar month shall not exceed 15% of the monthly subscription fees for that month.

13.4 No Other Warranties

THE SERVICE LEVEL AGREEMENT SET FORTH IN THIS SECTION 13 IS YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY UNAVAILABILITY, NON-PERFORMANCE, OR OTHER FAILURE OF THE SERVICE. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 13, UPVOIT MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING SERVICE AVAILABILITY OR UPTIME.

14.1 Governing Law

These Terms and any dispute or claim arising out of or in connection with these Terms or the Service shall be governed by and construed in accordance with the laws of India, without regard to its conflict of law principles. The parties agree to submit to the exclusive jurisdiction of the courts located in Ahmedabad, Gujarat, India for the resolution of any disputes arising out of or relating to these Terms or the Service.

14.2 Informal Dispute Resolution

Before initiating any formal dispute resolution proceedings, you agree to first attempt to resolve any dispute, claim, or controversy arising out of or relating to these Terms or the Service (“Dispute”) informally by contacting Upvoit at Support@upvoit.com and providing a written description of the Dispute, your contact information, and the relief you seek.

Upvoit will attempt to resolve the Dispute informally by contacting you via email or phone. If the parties cannot resolve the Dispute within sixty (60) days of receiving your written notice, either party may pursue formal dispute resolution as provided below.

14.3 Arbitration

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

If the parties are unable to resolve a Dispute through informal dispute resolution, the parties agree to attempt resolution through arbitration before resorting to litigation.

Arbitration Agreement:

• You and Upvoit agree that any Dispute may be resolved through final and binding arbitration, rather than in court, except that either party may seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of intellectual property rights;

• The arbitration will be conducted by a sole arbitrator under the Arbitration and Conciliation Act, 1996 and the rules of the Indian Council of Arbitration or any other arbitration body mutually agreed upon by the parties;

• The seat of arbitration shall be Ahmedabad, Gujarat, India, and the language of arbitration shall be English;

• The arbitrator’s decision will be final and binding, and judgment on the award may be entered in any court having jurisdiction;

• Each party will bear its own costs and expenses, including attorneys’ fees, unless the arbitrator awards such costs and expenses to the prevailing party as permitted by law;

• The arbitrator will have the authority to award any relief that would be available in court under applicable law.

Waiver of Class Actions:

YOU AND UPVOIT AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. UNLESS BOTH PARTIES AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING.

Opt-Out Right:

You have the right to opt out of this arbitration agreement by sending written notice of your decision to opt out to Upvoit at 201, Zion Prime, Thaltej-shilaj Road, Thaltej, Ahmedabad, India – 380058 or via email to Support@upvoit.com within thirty (30) days of first accepting these Terms. Your notice must include your name, address, email address, and an unequivocal statement that you want to opt out of the arbitration agreement. If you opt out, all other terms of these Terms will continue to apply, and Disputes will be resolved in accordance with Section 14.4.

14.4 Jurisdiction and Venue

If the arbitration agreement in Section 14.3 does not apply (including if you opt out or if a Dispute is not subject to arbitration), you and Upvoit agree that any judicial proceeding to resolve a Dispute shall be brought exclusively in the competent courts of Ahmedabad, Gujarat, India, and both parties consent to the personal jurisdiction and venue of such courts.

14.5 Waiver of Jury Trial

TO THE EXTENT PERMITTED BY LAW, YOU AND UPVOIT LTD WAIVE ANY RIGHT TO A JURY TRIAL IN ANY LITIGATION ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE.

14.6 Time Limitation on Claims

You agree that any claim or cause of action arising out of or related to these Terms or the Service must be filed within one (1) year after the claim or cause of action arose, or such claim or cause of action shall be permanently barred.

15.1 Entire Agreement

These Terms, together with our Privacy Policy, Data Processing Agreement, and any other policies or agreements expressly incorporated by reference, constitute the entire agreement between you and Upvoit regarding the Service and supersede all prior or contemporaneous understandings, agreements, representations, and warranties, whether written or oral, regarding the Service.

15.2 Amendment

Upvoit reserves the right to modify these Terms at any time by posting the revised Terms on https://www.upvoit.com/. Material changes will be effective immediately upon posting, and your continued use of the Service after such changes constitutes your acceptance of the revised Terms. It is your responsibility to review these Terms periodically.

15.3 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions of these Terms shall remain in full force and effect.

15.4 Waiver

No waiver of any term or condition of these Terms shall be deemed a further or continuing waiver of such term or condition or any other term or condition. Upvoit’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

15.5 Assignment

You may not assign, transfer, delegate, or sublicense these Terms or any of your rights or obligations hereunder, whether voluntarily or by operation of law, without the prior written consent of Upvoit. Any attempted assignment, transfer, delegation, or sublicense in violation of this provision shall be null and void.

Upvoit may freely assign, transfer, or delegate these Terms or our rights and obligations hereunder, in whole or in part, without your consent or prior notice, including in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets.

Subject to the foregoing, these Terms shall bind and inure to the benefit of the parties and their respective successors and permitted assigns.

15.6 Relationship of the Parties

You and Upvoit are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between you and Upvoit. Neither party has the authority to bind the other or to incur any obligation on the other’s behalf.

15.7 Third-Party Beneficiaries

These Terms are for the sole benefit of you and Upvoit and are not intended to confer any third-party beneficiary rights upon any other person or entity, except as expressly provided in Section 11 (Indemnification).

15.8 Force Majeure

Neither party shall be liable for any failure or delay in performance under these Terms (other than payment obligations) to the extent such failure or delay is caused by circumstances beyond its reasonable control, including acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, epidemics, strikes, or shortages of transportation, facilities, fuel, energy, labor, or materials.

15.9 Export Compliance

You agree to comply with all applicable export and import control laws and regulations in your use of the Service, including Indian export control regulations and applicable international regulations. You represent and warrant that:

• You are not located in, under the control of, or a national or resident of any country to which India or other applicable jurisdictions have embargoed goods or services;

• You are not identified on any government list of prohibited or restricted parties;

• You will not use the Service in violation of any export or import restrictions, laws, or regulations.

15.10 Government Use

If you are an Indian central, state, or local government entity, the Service is a commercial offering provided on standard commercial terms. Any use by government entities is subject to these Terms without modification unless otherwise agreed in writing by Upvoit.

15.11 Notices

All notices, requests, consents, and other communications required or permitted under these Terms must be in writing and will be deemed given:

• When delivered personally;

• When sent by confirmed electronic mail to the email address you provided during registration or to Support@upvoit.com for notices to Upvoit (Excelhunters Technologies Pvt Ltd);

• One business day after being sent by reputable overnight courier service;

• Three business days after being sent by registered or certified mail, postage prepaid, return receipt requested.

Notices to Upvoit (Excelhunters Technologies Pvt Ltd) should be sent to:

Excelhunters Technologies Pvt Ltd

201, Zion Prime, Thaltej-shilaj Road 
                        Thaltej, Ahmedabad
                        Gujarat, India - 380058 
                        Email: Support@upvoit.com
                    

15.12 Language

These Terms are drafted in the English language. If these Terms are translated into any other language, the English language version shall prevail in the event of any conflict or inconsistency.

15.13 These Terms are drafted in the English language. If these Terms are translated into any other language, the English language version shall prevail in the event of any conflict or inconsistency.

The headings and captions used in these Terms are for convenience only and shall not affect the interpretation of these Terms.

15.14 Interpretation

In these Terms, unless the context otherwise requires:

• References to “including” mean “including without limitation”;

• References to sections are to sections of these Terms;

• Words in the singular include the plural and vice versa;

• References to any statute or regulation include any amendment or replacement thereof.