Terms and Conditions

Effective October 16, 2026

1. Agreement to these terms

These Terms and Conditions (the "Terms") are a binding agreement between UpKeepr Tech LLC, of Illinois, USA ("UpKeepr," "we," "us"), and the organization that subscribes to UpKeepr (the "Customer"), together with every person who accesses UpKeepr under the Customer's account or through a Customer's QR code (each a "User"). UpKeepr means the UpKeepr web application at upkeeprmgmt.com, its QR request forms, emails, documentation, and all related software and services (the "Service").

By creating an account, logging in, submitting a request, or otherwise using the Service, you agree to these Terms and to our Privacy Policy. If you use the Service on behalf of an organization, you confirm that you have authority to bind it. If you do not agree, do not use the Service.

If the Customer has signed an order form, quote, or other written agreement with us (an "Order Form"), the Order Form controls wherever it conflicts with these Terms.

2. Accounts and access

• Accounts are for named individuals. Do not share logins or let anyone else use your account.
• Keep your password and login codes confidential, and tell us right away at help@upkeeprmgmt.com if you suspect unauthorized access.
• The Customer controls who has access and what role each User has, and is responsible for everything done under its accounts.
• We may suspend an account that we reasonably believe is compromised or is being used in breach of these Terms.
• Text messages. Users may choose to get one-time sign-in and verification codes by text message. Texts are optional and sent only to a User who enters their own mobile number and agrees on My account. Message frequency varies; message and data rates may apply; reply STOP to opt out or HELP for help. The full program terms are on our Text Messages (SMS) Terms page, which is part of these Terms.

3. Acceptable use

You may use the Service only for your organization's internal facility-maintenance operations, in line with these Terms and the law. You must not, and must not allow or help anyone else to:

• reverse engineer, decompile, disassemble, decode, or otherwise try to derive the source code, algorithms, database structure, or underlying ideas of the Service, except to the limited extent applicable law expressly allows despite this restriction;
• tamper with, modify, adapt, translate, or create derivative works of the Service, or remove, hide, or alter any logo, trademark, copyright, or other notice;
• bypass, disable, or interfere with any security, login, access control, role or site restriction, network (IP address) restriction, rate limit, or usage limit, or access any data, account, or part of the Service you are not authorized to use;
• probe, scan, or test the vulnerability of the Service, or run penetration tests, without our prior written permission;
• copy, frame, mirror, or scrape the Service, or use bots, crawlers, or other automated tools to access it, other than the features we provide;
• sell, resell, rent, lease, sublicense, or otherwise make the Service available to anyone outside the Customer's organization, or use it to provide services to third parties;
• access or use the Service to build, train, or benchmark a competing product or service, or copy its features, design, or look and feel;
• upload or send viruses, malware, or other harmful code, or anything unlawful, infringing, harassing, or offensive;
• overload, disrupt, or harm the Service, its infrastructure, or other Customers; or
• submit false, misleading, or abusive requests through QR codes or any other form.

Breaking this section is a material breach. We may immediately suspend or terminate access, and we may pursue every remedy available at law or in equity, including an injunction. You agree that misuse of our software and confidential information would cause us irreparable harm.

4. Ownership

Our property. The Service, including its software, source code, design, features, templates, documentation, and the UpKeepr name and logo, is owned by UpKeepr Tech LLC and protected by copyright, trademark, trade-secret, and other laws. We give the Customer a limited, non-exclusive, non-transferable, non-sublicensable right for its Users to use the Service during the subscription, only under these Terms. We reserve all rights not expressly granted. The Service is licensed, not sold.

Your data. The Customer owns the information its Users enter into the Service ("Customer Data"). The Customer gives us permission to host, process, and display Customer Data only as needed to provide, secure, and support the Service, as described in our Privacy Policy. We never sell Customer Data or use it for any other purpose.

Feedback. If you send us suggestions or feature ideas, we may use them freely to improve the Service, without any obligation to you. Feedback does not include Customer Data.

5. Fees, invoices, and payment

• Pricing. Fees, such as any one-time onboarding fee, per-site monthly fees, and any price-lock period, are as stated in the Customer's Order Form or our written quote. Unless the Order Form says otherwise, each location is billed separately, starting on the day it goes live: the first invoice covers the rest of that month, prorated by day, and after that every billed location is invoiced on the 1st of each month, in advance.
• Payment due within 30 days (Net 30). Each invoice is due in full no later than thirty (30) days after the invoice date, in U.S. dollars, by the payment method stated on the invoice.
• Late fees. Any amount not paid by its due date is subject to a late charge of 1.5% per month (18% per year) on the unpaid balance, or the highest rate allowed by law if that is lower, from the due date until it is paid. We may also charge a reasonable administrative fee for returned or declined payments.
• Suspension for non-payment. If any undisputed amount is more than 90 days past due, we may, after giving at least 10 days' written notice (email is enough), suspend the Service until the account is paid in full. We will restore access within two business days after the past-due balance is paid. Fees continue to accrue during a suspension. We will not delete Customer Data because of a suspension alone.
• Collection costs. The Customer will reimburse our reasonable costs of collecting overdue amounts, including collection-agency fees, attorneys' fees, and court costs.
• Invoice disputes. If the Customer believes an invoice is wrong, it must tell us in writing, with details, within 15 days of the invoice date, and pay any undisputed portion on time. We will work in good faith to resolve it. Late charges do not apply to an amount disputed in good faith while the dispute is being resolved.
• Taxes. Fees do not include taxes. The Customer is responsible for any sales, use, or similar taxes, other than taxes on our income.
• Refunds. Except where required by law or stated in the Order Form, fees are non-refundable, including the onboarding fee and any partial month.
• Price changes. We will give at least 30 days' written notice before changing fees, and we will honor any price lock in the Order Form for its full term.

6. Term, cancellation, and termination

• Unless the Order Form says otherwise, the subscription is month to month. Either side may cancel with at least 30 days' written notice. Service continues through the end of the paid period.
• We may suspend or terminate the Service immediately if a Customer or User breaches Section 3 (Acceptable use), if an amount is still unpaid 30 days after a suspension for non-payment begins, or if required by law.
• When the subscription ends, all amounts owed become due immediately and access ends. The Customer may ask for an export of its Customer Data within 30 days after the end date. We then delete Customer Data as described in the Privacy Policy.
• Sections 3, 4, 5 (for amounts owed), 7, 8, 9, 10, 11, and 13 continue to apply after termination.

7. Important limits on how UpKeepr should be used

• Not an emergency system. UpKeepr, including QR requests, notifications, and emails, is not an emergency, life-safety, fire-alarm, or nurse-call system, and delivery of messages is not guaranteed or immediate. Emergencies and safety hazards must always be reported by phone or through your facility's emergency procedures.
• Compliance stays with the Customer. The Service helps organize maintenance, inspections, and forms. The Customer remains solely responsible for the accuracy of the information it enters, for performing the actual inspections and work, and for meeting all laws, codes, and regulator requirements, such as NFPA, CMS, state health department, and fire marshal requirements. Form templates and calculations are provided as tools. The Customer must verify that they match its requirements.
• No resident or patient health information. The Service is not designed to store protected health information (PHI). Customers and Users must not enter it. We are not a HIPAA business associate unless we have signed a separate written agreement saying so.
• AI features. Answers from the "Ask UpKeepr" assistant and forms drafted by "Convert to digital form" are generated automatically and can be wrong. Review them before relying on them.
• QR codes and network restrictions. The Customer is responsible for where it posts QR codes, for the network settings it enters, and for reviewing requests that come in through them.

8. Disclaimer of warranties

We will provide the Service with reasonable skill and care. Except as expressly stated in these Terms or an Order Form, the Service is provided "as is" and "as available," and we disclaim all other warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, title, and non-infringement. We do not warrant that the Service will be uninterrupted, error-free, or that every email or notification will be delivered. We may carry out maintenance and updates, and we will try to schedule them to limit disruption.

9. Limitation of liability

To the fullest extent permitted by law:

• (a) neither side is liable to the other for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, revenue, or data, or for business interruption, even if told they were possible; and
• (b) our total liability arising out of or relating to the Service or these Terms, under any theory, will not exceed the fees the Customer actually paid us for the Service in the twelve (12) months before the event giving rise to the claim.

These limits do not apply to the Customer's payment obligations, to a breach of Section 3 or 4, to a party's indemnity obligations, or to liability that cannot be limited by law.

10. Indemnification

The Customer will defend, indemnify, and hold harmless UpKeepr Tech LLC and its owners, employees, and contractors from any third-party claim, loss, damages, or expense, including reasonable attorneys' fees, arising from:

• Customer Data;
• the Customer's or its Users' use of the Service in breach of these Terms or the law; or
• the Customer's facilities, maintenance work, inspections, or compliance obligations.

11. Confidentiality

Each side will keep the other's non-public information confidential and use it only for this relationship. This includes our software, pricing, and security details, and the Customer's Customer Data and business information. It does not cover information that is public through no fault of the receiving side, that was already known to it, or that is required to be disclosed by law (with prompt notice where allowed).

12. Changes to the Service and these Terms

We may improve and update the Service over time, but we will not materially reduce its core functionality during a paid term without notice. We may update these Terms by posting a new version here. For material changes, we will notify Customer administrators by email at least 30 days before they take effect. Continued use after that date means acceptance. If the Customer objects, it may cancel before the change takes effect.

13. Governing law and disputes

These Terms are governed by the laws of the State of Illinois, without regard to its conflict-of-law rules. The parties will first try in good faith to resolve any dispute by contacting each other in writing. Any lawsuit must be brought only in the state or federal courts located in Illinois, and both sides consent to their jurisdiction. Either side may seek an injunction in any competent court to protect its intellectual property or confidential information. In any action to collect overdue fees, the prevailing party may recover reasonable attorneys' fees and costs.

14. General

• Entire agreement. These Terms, the Privacy Policy, and any Order Form are the entire agreement about the Service and replace any earlier understandings. A Customer's purchase-order terms do not apply, even if accepted or signed.
• Assignment. The Customer may not assign these Terms without our written consent, except to a successor of its whole business that assumes them. We may assign them to a successor of our business that agrees to honor them and the Privacy Policy.
• Force majeure. Neither side is responsible for delays caused by events beyond its reasonable control, such as outages at hosting or internet providers, natural disasters, or government action. This does not excuse payment.
• Severability and waiver. If any part of these Terms is found unenforceable, it will be limited to the minimum extent necessary, and the rest stays in effect. Not enforcing a term is not a waiver of it.
• Notices. We may give notices by email to the Customer's administrators or billing contact. Notices to us go to help@upkeeprmgmt.com.
• Independent parties. The parties are independent contractors. Nothing here creates a partnership, employment, or agency relationship.

15. Contact

UpKeepr Tech LLC · Illinois, USA · help@upkeeprmgmt.com