Terms of Service
PLEASE READ THESE TERMS OF SERVICE (“AGREEMENT”) CAREFULLY BEFORE USING THE SERVICES available at or through HTTPS://UP.CODES (the “serviceS”), OFFERED BY UPCODES, INC. (“UPCODES”). BY USING THE SERVICEs IN ANY MANNER, YOU and THE ENTITY or organization YOU REPRESENT, if any (collectively, “YOU,” “YOUR”) AGREE THAT YOU HAVE READ AND AGREE TO BE BOUND BY AND A PARTY TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, TO THE EXCLUSION OF ALL OTHER TERMS. IF YOU COMPLETED A REGISTRATION FOR THE Services, you MAY HAVE BEEN assigned an “Enterprise” account, an “individual” account, or A “team” account; references to “you” herein mean any user, IRRESPECTIVE OF WHETHER YOU HOLD AN ACCOUNT, while references to “Enterprise Customer” OR “ENTERPRISE ACCOUNT” means just USERS WHO HAVE REGISTERED FOR Enterprise accounts. IF THE TERMS OF THIS AGREEMENT ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO SUCH TERMS. USE OF the SERVICES IS EXPRESSLY CONDITIONED UPON Your ASSENT TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT UNCONDITIONALLY AGREE TO ALL THE TERMS AND CONDITIONS OF THE AGREEMENT, YOU WILL HAVE NO RIGHT TO USE THE SERVICES. BY USING THE SERVICES, YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO BIND any entity or organization on whose behalf you are entering into this agreement.
1. SERVICES AND SUPPORT.
1.1 In order to access the Services, You may be required to establish an account by selecting a password and user name (“UpCodes User ID”), and provide certain information or data, such as Your contact information (and, if applicable, the contact information for each user You authorize to use the Services under your account, as permitted by the functionality of Your account on the Services (each, an “Authorized User”)). You may also be required to provide information about Your organization, such as the industry You work in and the size of Your organization.
1.2 Subject to all terms and conditions of this Agreement, UpCodes grants You a limited, non-exclusive, non-sublicenseable, royalty-free, non-transferrable license to access and use the Services that You have selected in connection therewith, through the online registration and account maintenance processes or otherwise through Your use of the up.codes site, for Your internal, business purposes, and not on behalf of or for the benefit of any non-affiliate third party. The Services are subject to modification, restriction, or suspension from time to time at UpCodes’ sole discretion, for any purpose deemed appropriate by UpCodes.
1.3 UpCodes will undertake commercially reasonable efforts to make the Services available to You. Notwithstanding the foregoing, UpCodes reserves the right to suspend Your access to the Services: (i) for scheduled or emergency maintenance, or (ii) in the event You breach this Agreement, including for failure to pay any amounts associated with Your account due to UpCodes.
1.4 UpCodes offers You email support at email@example.com. Subject to the terms hereof, UpCodes will use commercially reasonable efforts to provide You with reasonable support for the Services from Monday through Friday during UpCodes’ normal business hours. However, UpCodes cannot guarantee that it will be able to fix the problem You may be having.
1.5 The Services may include the display of certain local, state, or federal building codes that are made publicly available by local, state, or federal authorities outside of the Services and are displayed by UpCodes as whole and unmodified statutory text (such content, the “Building Codes”). For clarity, the Building Codes are not owned by UpCodes and UpCodes makes no claim of copyright ownership over such Building Codes. However, law publishers may claim copyright ownership. UpCodes is not responsible for any claim or action that law publishers may take in connection with your use or re-publication of the Building Codes made available through the Services.
2. RESTRICTIONS AND RESPONSIBILITIES.
2.1 You will not, and will not permit any third party to: (i) reverse engineer (except to the limited extent applicable law expressly prohibits such a restriction), decompile, disassemble or otherwise attempt to discover or obtain the source code, object code or underlying structure, ideas or algorithms of the Services or any software, documentation, or data related to or generated by the Services (“Software”); (ii) modify, translate, or create derivative works based on the Services (excluding the Building Codes) or Software (for clarity, Comments (defined below) shared subject to all terms and conditions of this Agreement are not derivative works for the purpose of the foregoing prohibition); (iii) use the Software or Services for timesharing or service bureau purposes or for any purpose other than Your own internal business purposes; (iv) use the Software or Services in any infringing, defamatory, harmful, fraudulent, illegal, deceptive, threatening, harassing, or obscene way; (v) use the Services or Software in connection with any political campaigns or lobbying activities; (vi) use the Services or Software to obtain legal advice, tailored financial advice, or health-related advice without verifying such information with a qualified industry professional; (vii) use the Services or Software other than in accordance with this Agreement and in compliance with all applicable laws and regulations (including but not limited to those related to privacy, intellectual property, consumer and child protection, text messaging, obscenity and/or defamation) or in any manner that infringes or violates the intellectual property rights or proprietary or privacy rights of any third party; or (viii) use the Services in any manner that is harmful, fraudulent, deceptive, threatening, abusive, obscene, libelous, or otherwise objectionable.
2.2 You will cooperate with UpCodes in connection with the performance of this Agreement by making available such personnel and information as may be reasonably required, and taking such other actions as UpCodes may reasonably request. If You are an account holder, You will be responsible for maintaining the security of Your account, passwords, and files, and for all uses of Your account with or without Your knowledge or consent.
2.3 You acknowledge and agree that the Services operate on, or in connection with, or otherwise use, application programming interfaces (APIs) and/or other services operated or provided by third parties, including links to third party websites (“Third Party Services”). UpCodes is not responsible for the operation of any Third Party Services nor the availability or operation of the Services to the extent such availability and operation is dependent upon Third Party Services. You are solely responsible for procuring any and all rights necessary for You to access Third Party Services and for complying with any applicable terms or conditions thereof. UpCodes does not make any representations or warranties with respect to Third Party Services or any third party providers. Any exchange of data or other interaction between You and a third party provider is solely between You and such third party provider and is governed by such third party’s applicable terms and conditions.
2.4 If You are an Enterprise Account user or have Authorized Users associated with Your Services account, You will designate an individual who will be responsible for all matters relating to this Agreement (“Primary Contact”). You may change the individual designated as Primary Contact at any time by providing written notice to UpCodes. If You are the only Authorized User associated with Your Services account, You are the Primary Contact.
3. INTELLECTUAL PROPERTY RIGHTS; CONFIDENTIALITY AND PRIVACY.
3.1 Except as expressly set forth herein (including with respect to the Building Codes), UpCodes (and its licensors, where applicable) will retain all intellectual property rights relating to the Software, the Services and/or any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by You or any other party relating to the Software or Services (“Feedback”), and You hereby make all assignments necessary to achieve the foregoing. UpCodes reserves all rights not expressly granted to You hereunder.
3.3 From time to time during the term of this Agreement, UpCodes may disclose or make available to You information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether or not marked, designated or otherwise identified as “confidential” (collectively, “Proprietary Information”). UpCodes’ Proprietary Information includes the Services and all content UpCodes makes available thereon, excluding the Building Codes. You agree: (i) not to divulge to any unauthorized third person any such Proprietary Information, (ii) to give access to such Proprietary Information solely to those employees and representatives with a need to have access thereto for purposes of this Agreement, and (iii) to take the same security precautions to protect against disclosure or unauthorized use of such Proprietary Information that You take with your own proprietary information, but in no event will You apply less than reasonable precautions to protect such Proprietary Information.
4. FEES AND PAYMENT.
4.1 This Section 4 shall apply only to those account(s) and/or Services that carry fees.
4.2 The fees applicable to the Services are set forth on the Pricing page available at https://up.codes/pricing (the “Fee Schedule”), and the Fee Schedule is incorporated herein by this reference. All fees are listed in United States Dollars.
4.3 The Services carry subscription fees (“Subscription Fees”). Unless otherwise mutually agreed in writing by You and UpCodes, Subscription Fees will be due on an annual or monthly basis, as agreed by You and UpCodes via the functionality provided therefor in Your Services account (the payment term applicable to You, the “Subscription Term”). At the beginning of each Subscription Term during the term of this Agreement, You will be required to pay any applicable Subscription Fees and choose a method for paying any such fees (“Payment Method”). If You’ve provided a credit card number via the functionality provided therefor in Your Services account, UpCodes will charge such credit card for any applicable Subscription Fees due for such Subscription Term. If You hold an Enterprise Account, You may also have the option to pay by check or by ACH. If You’ve opted to pay by ACH and have provided relevant ACH account information via the functionality provided therefor in Your Services account, UpCodes will charge Your ACH account accordingly for any applicable Subscription Fees due for such Subscription Term. If You have opted to pay by check, UpCodes will provide You with an invoice prior to the beginning of Your Subscription Term). Invoices for Subscription Fees must be paid within thirty (30) days after Your receipt thereof.
4.4 UpCodes may raise its Subscription Fees for subsequent Subscription Terms, provided UpCodes will provide You notice via the email associated with Your UpCodes account at least thirty (30) days prior to the first date of the new Subscription Term that will be subject to the increased price.
4.5 Some of the Services may consist of an initial period followed by recurring Subscription Terms. By choosing a recurring payment plan, You acknowledge that such Services may have an initial period (which could be free or carry a fee) and a recurring payment feature for subsequent Subscription Terms, and You accept responsibility for all recurring Subscription Fees for subsequent Subscription Terms prior to cancellation. Your non-termination and/or continued use of the Services reaffirms that UpCodes is authorized to charge your Payment Method for applicable Subscription Fees. UPCODES MAY SUBMIT PERIODIC CHARGES (BASED ON YOUR AGREED UPON SUBSCRIPTION TERM) WITHOUT FURTHER AUTHORIZATION FROM YOU, UNTIL YOU PROVIDE PRIOR NOTICE (RECEIPT OF WHICH IS CONFIRMED BY UPCODES) THAT YOU HAVE TERMINATED THIS AUTHORIZATION OR WISH TO CHANGE YOUR PAYMENT METHOD. SUCH NOTICE WILL NOT AFFECT CHARGES SUBMITTED BEFORE WE REASONABLY COULD ACT. TO TERMINATE YOUR AUTHORIZATION OR CHANGE YOUR PAYMENT METHOD, GO TO YOUR BILLING PAGE.
4.6 YOU MUST PROVIDE CURRENT, COMPLETE AND ACCURATE PAYMENT INFORMATION FOR YOUR UPCODES ACCOUNT THAT CORRESPONDS WITH YOUR PAYMENT METHOD. YOU MUST PROMPTLY UPDATE ALL PAYMENT METHOD INFORMATION TO KEEP YOUR UPCODES ACCOUNT CURRENT, COMPLETE AND ACCURATE (SUCH AS A CHANGE IN BILLING ADDRESS, ACCOUNT INFORMATION, CREDIT CARD NUMBER, OR CREDIT CARD EXPIRATION DATE), AND YOU MUST PROMPTLY NOTIFY UPCODES OR OUR PAYMENT PROCESSOR (IF APPLICABLE) IF YOUR PAYMENT METHOD IS CANCELED (E.G., FOR LOSS OR THEFT) OR IF YOU BECOME AWARE OF A POTENTIAL BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OR USE OF YOUR USER NAME OR PASSWORD. CHANGES TO SUCH INFORMATION CAN BE MADE AT YOUR PROFILE PAGE. IF YOU FAIL TO PROVIDE ANY OF THE FOREGOING INFORMATION, YOU AGREE THAT UPCODES MAY CONTINUE CHARGING YOU FOR ANY USE OF SERVICES UNDER YOUR ACCOUNT UNLESS YOU HAVE TERMINATED YOUR PAID SERVICES AS SET FORTH HEREIN, AND MAY HOLD YOU LIABLE FOR ANY UNPAID SUBSCRIPTION FEES.
4.7 Unless otherwise agreed by You and UpCodes in writing, all applicable Subscription Fees are non-refundable for any reason, including without limitation if this Agreement terminates prior to the end of a Subscription Term for which You have pre-paid Subscription Fees. All amounts due hereunder will be paid in United States Dollars within the United States.
4.8 Unpaid Subscription Fees are subject to a finance charge of one percent (1.0%) per month, or the maximum permitted by law, whichever is lower, plus all expenses of collection, including reasonable attorneys’ fees. Subscription Fees under this Agreement are exclusive of all taxes, including national, state or provincial and local use, sales, value-added, property and similar taxes, if any. You agree to pay such taxes (excluding US taxes based on UpCodes’ net income) unless You have provided UpCodes with a valid exemption certificate or a functionally similar document.
5. TERM AND TERMINATION.
5.1 If You use Services subject to Subscription Fees, unless otherwise agreed upon in writing by You and UpCodes, the term of this Agreement will be the Subscription Term; otherwise, the term of this Agreement is indefinite but terminable pursuant to Section 5.2. Unless You opt out of auto-renewal, Your Subscription Term will automatically renew as detailed in Section 5.3.
5.2 In the event of any material breach of this Agreement (including, without limitation, any failure to pay Subscription Fees due hereunder), the non-breaching party may terminate this Agreement prior to the end of the Subscription Term by giving thirty (30) days (or ten (10) days in the case of nonpayment) prior written notice to the breaching party; provided, however, that this Agreement will not terminate if the breaching party has cured the breach prior to the expiration of such applicable thirty-day or ten-day period. Either party may terminate this Agreement, without notice, (i) upon the institution by or against the other party of insolvency, receivership or bankruptcy proceedings, (ii) upon the other party's making an assignment for the benefit of creditors, or (iii) upon the other party's dissolution or ceasing to do business. If You are not subject to a Subscription Term, either party may also terminate this Agreement for convenience, at any time upon notice to the other party.
5.3 Unless You opt out of auto-renewal, which You can do by logging into Your account and navigating to Your Billing page, any Services You have signed up for will be automatically extended for successive renewal periods of the same duration as the Subscription Term, at the then-current rate. To change or resign Your Services at any time, go to Your Billing page. If You terminate the Services, You may use Your subscription until the end of Your then-current previously-paid Subscription Term, and Your subscription will not be renewed after Your then-current Subscription Term expires. However, You will not be eligible for a prorated refund of any portion of the subscription fee paid for the then-current Subscription Term. IF YOU DO NOT WANT TO CONTINUE TO BE CHARGED ON A RECURRING MONTHLY BASIS, YOU MUST CANCEL THE APPLICABLE SERVICES THROUGH YOUR BILLING PAGE OR TERMINATE YOUR UPCODES ACCOUNT BEFORE THE END OF THE RECURRING TERM.
5.4 The following sections of this Agreement will survive termination: Sections 2.1, 2.3, 3.1, 3.2, 3.3, 4.6, 4.8, 6, 7, 8, 9, 10, 11.1, 11.2, , 11.4, 11.6, 11.7.
6. WARRANTY DISCLAIMER.
6.1 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES AND ANYTHING ELSE PROVIDED TO YOU IN CONNECTION WITH THIS AGREEMENT ARE PROVIDED "AS-IS," WITHOUT ANY WARRANTIES OF ANY KIND. UPCODES HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, RELATING TO THE SUBJECT MATTER HEREUNDER (INCLUDING BUILDING CODES), INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND QUIET ENJOYMENT. UPCODES DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ACCURATE OR ERROR FREE.
7. ARTIFICIAL INTELLIGENCE AND MACHINE LEARNING.
7.1 You may have the opportunity to interact with certain features within the Services that leverage artificial intelligence and machine learning capabilities (“AI”) to help you research relevant codes, including the UpCodes Copilot feature. Any advice or information that You receive from these AI features are generated electronically using AI, and are not generated by a human.
7.2 AI is a rapidly evolving field, and UpCodes is working to improve its AI offerings by making them more accurate, reliable, safe and beneficial. However, given the probabilistic nature of AI, Your use of AI features within the Services may yield inaccurate results or incorrect advice in some situations. The Services are meant to help You search for and evaluate building codes, but the Services do not substitute for the expertise of trained professional humans. Accordingly, You agree to only use the UpCodes Copilot feature and the Services in according with the terms of this Agreement and only to help you research codes for internal business purposes. Before relying upon any information or advice You receive from the Services, You should consult a qualified professional human to evaluate the accuracy of any such information or advice. You acknowledge that relying upon any information generated through AI features without first verifying the accuracy of such information with a qualified human could cause harm, including but not limited to legal, financial, and physical harm.
7.3 You agree not to include any irrelevant, unnecessary, fraudulent, or deceptive terms or instructions into the Services in attempts to “break,” steer, or otherwise attempt to solicit results from the AI features that would violate this Agreement or any applicable laws.
8. LIMITATION OF LIABILITY.
8.1 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL UPCODES (OR ANY OF ITS AGENTS, AFFILIATES, LICENSORS OR SUPPLIERS) BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR COST OF PROCUREMENT OF SUBSTITUTE SERVICES OR SOFTWARE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE SERVICES, OR ANYTHING PROVIDED IN CONNECTION WITH THIS AGREEMENT (INCLUSIVE OF BUILDING CODES) THE DELAY OR INABILITY TO USE THE SERVICES OR ANYTHING PROVIDED IN CONNECTION WITH THIS AGREEMENT OR OTHERWISE ARISING FROM THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, LOSS OR CORRUPTION OF DATA, ERROR OR OMISSION IN THE SERVICES, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS OR LOST SALES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF UPCODES HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.
8.2 THE TOTAL LIABILITY OF UPCODES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE, WILL NOT EXCEED, IN THE AGGREGATE, THE GREATER OF (i) ONE THOUSAND DOLLARS ($1,000), OR (ii) THE SUBSCRIPTION FEES PAID AND/OR PAYABLE BY YOU TO UPCODES HEREUNDER IN THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE THAT A CLAIM OR DEMAND IS FIRST ASSERTED. THE FOREGOING LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
9.1 You will defend, indemnify, and hold harmless UpCodes, its affiliates, and each of its, and its affiliates’, employees, contractors, directors, suppliers, licensors and representatives, from and against any liabilities, losses, claims, and expenses, including reasonable attorneys’ fees, arising from Your actions in connection with Your use of the Services, including any claim that Your actions violate any applicable law or third party right.
10. U.S. GOVERNMENT MATTERS.
10.1 Notwithstanding anything else, You may not provide to any person or export or re-export or allow the export or re-export of the Services or any Software or anything related thereto (collectively “Controlled Subject Matter”), in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. Without limiting the foregoing, You acknowledge and agree that the Controlled Subject Matter will not be used or transferred or otherwise exported or re-exported to countries as to which the United States maintains an embargo (collectively, “Embargoed Countries”), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury’s List of Specially Designated Nationals or the U.S. Department of Commerce’s Table of Denial Orders (collectively, “Designated Nationals”). The lists of Embargoed Countries and Designated Nationals are subject to change without notice.
11.1 If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
11.2 This Agreement is not assignable, transferable or sublicensable by You except with UpCodes’ prior written consent, by operation of law or otherwise, including in connection with a merger, acquisition, asset sale, or other similar transaction. UpCodes may transfer and assign any of its rights and obligations under this Agreement freely and without consent.
11.3 This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein.
11.4 No agency, partnership, joint venture, or employment is created as a result of this Agreement and You do not have any authority of any kind to bind UpCodes in any respect whatsoever. There are no third party beneficiaries to this Agreement.
11.5 All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; and upon receipt, if sent by certified or registered mail (return receipt requested), postage prepaid.
11.6 This Agreement will be governed by the laws of the State of California, U.S.A. without regard to its conflict of laws provisions. In the event of any dispute arising from or related to the subject matter of this Agreement, You and UpCodes agree and hereby consent to exclusive jurisdiction and venue in the state and federal courts of San Francisco County, California, provided that either party may seek injunctive relief at any time in any court of competent jurisdiction.
11.7 You hereby grant UpCodes the right to use Your name(s), mark(s), and logo(s) to identify You as an UpCodes customer, and otherwise in UpCodes’ publicity and marketing materials, unless You notify UpCodes in writing otherwise.