Terms of Use

1. Accounts and registration

1.1 Accounts

To access UpMyFlow, you must register for, and hold, an account for your use (Account). By creating an Account you confirm that you:

• possess the legal right and ability to enter into a legally binding agreement with us; and
• agree to use UpMyFlow only in accordance with these Terms and our Usage Policy.

1.2 Registration process

As part of registering for, and activating, your Account, you will need to provide us with information, including personal information about you, which we collect to operate our business and UpMyFlow and ensure UpMyFlow remains safe and secure for users. This information will include your full name, employment, and contact details (such as the contact email and phone number). We will use and disclose this information for the purposes of operating our business, UpMyFlow, the related services, and as otherwise described in our Privacy Policy.

1.3 Account security

When you register and activate your Account, you can choose your username and password. You are responsible for keeping this username and password secure and are responsible for all use and activity carried out your Account on UpMyFlow.

2. Services

2.1 UpMyFlow overview

UpMyFlow provides growth prep guides, workflow diagnoses, independent site growth foundation, and automated acquisition engine services for founders, super individuals, and small teams, as described on our website.

2.2 Updates to UpMyFlow functions

From time to time, we may (in our sole discretion):

• change or update UpMyFlow or its functions; or
• agree to provide new functions.

Such updates or new functions may be subject to additional terms and fees as notified to you by UpMyFlow.

2.3 Term

These Terms commence when you first access UpMyFlow and will continue until terminated by you or UpMyFlow in accordance with these Terms.

3. Fees and payments

3.1 Subscription Fees and additional fees

In order to access UpMyFlow, you may be required to pay a subscription fee as published on our website, UpMyFlow, or as otherwise agreed with you (Subscription Fee) for your chosen subscription period (Subscription Period). All fee amounts are in US dollars unless otherwise indicated.

Subscription Fees (including any required taxes) are payable in advance for the relevant Subscription Period and UpMyFlow may terminate your Account and these Terms where you have not paid the relevant Subscription Fees, or where the Subscription Period has expired.

UpMyFlow may vary the Subscription Fee on reasonable advance notice with such varied Subscription Fee to apply at the commencement of your next Subscription Period.

Your subscription will automatically renew at the end of the applicable Subscription Period, unless you cancel your subscription before the end of the then-current Subscription Period. The cancellation will take effect the day after the last day of the then-current Subscription Period. UpMyFlow does not provide refunds or credits for any partial Subscription Period, except as expressly stated in these Terms.

You further agree that your access to and use of new or updated functions (as contemplated by clause 2.2) may be subject to additional fees which will be agreed between us before your access and use.

4. Privacy and data use

4.1 Privacy obligations

Each party must, in the performance of these Terms, comply with applicable privacy laws in respect of any personal information, including without limitation the Privacy Act 1988 (Cth) in Australia, the General Data Protection Regulation (GDPR) in the European Union, the California Consumer Privacy Act (CCPA) in the United States, the Personal Information Protection and Electronic Documents Act (PIPEDA) in Canada, and any other relevant jurisdictional privacy laws.

Without limiting clause 1(a), you must ensure that at all times you hold all necessary authorisations and current consents from relevant individuals, including customers, leads, partners, or team members, so that UpMyFlow may collect, use, store and disclose personal information for the purpose of operating UpMyFlow and as described in our Privacy Policy, without you or UpMyFlow infringing any law or the rights of any individual.

4.2 Personal Information Collection Notice

We collect, store, use and disclose personal information about you and relevant individuals whose information you submit to UpMyFlow in order to provide you with use of UpMyFlow and for purposes otherwise set out in our Privacy Policy at /support/privacy.

Our Privacy Policy explains:

• how we store and use, and how you may access and correct your personal information;
• receive consent from customers, leads, partners, or team members to share personal and sensitive information with UpMyFlow if mandatory in your jurisdiction;
• how we will handle any complaint. If you would like any further information about our Privacy Policy or practices, you can view our Privacy Policy or contact us at [email protected]

By providing your personal information to us, you consent to the collection, use, storage, and disclosure of that information as described in these Terms and our Privacy Policy.

We may disclose personal information to third parties that help us deliver our services or improve UpMyFlow (including to software developers, information technology and communication suppliers and our business partners) or as required or permitted by law.

If you do not provide this information, we will not be able to provide UpMyFlow or related services to you.

4.3 Use of de-identified information

UpMyFlow may de-identify business materials, payment planning notes, automation workflow data, and related information made available to UpMyFlow in connection with UpMyFlow and use or disclose such information in a de-identified form for the purposes of:

• making available relevant functionality to you; and
• as otherwise described in our Privacy Policy.

(De-identified Use).

UpMyFlow will take reasonable steps to ensure information de-identified pursuant to clause 4.3(a) cannot be reverse engineered, re-identified, or re-associated with you or relevant individuals by third parties.

UpMyFlow will take reasonable steps to ensure that information that is de-identified under clause 4.3(a) cannot be reverse-engineered, re-identified, or linked back to you or any identified individual by third parties.

5. Use of UpMyFlow

5.1 General

You must:

• comply with all applicable laws and professional obligations in connection with:
  • a. these Terms; and
  • b. your use of UpMyFlow and any related services;
• receive consent from customers, leads, partners, or team members to share personal and sensitive information with UpMyFlow if mandatory in your jurisdiction;
• cooperate and comply with all reasonable directions of UpMyFlow in relation to your use of UpMyFlow;
• comply with UpMyFlow's Platform Usage Policy as notified to you from time to time;
• notify UpMyFlow immediately if you become aware of:
  • a. any actual or potential defect in UpMyFlow or related services; and
  • b. any complaint reported by any other person in connection with UpMyFlow; and
• comply with these Terms in full at all times.

Except as otherwise permitted under these Terms, you must not:

• distribute, sub license or otherwise transfer all or any part of UpMyFlow to any other person;
• grant any security interest over UpMyFlow;
• Attempt to disassemble, decompile or otherwise reverse engineer the Platform, except as permitted by applicable copyright laws;
• alter, customise, modify, or create derivative works of UpMyFlow;
• expose UpMyFlow, or any data to reasonably avoidable cyber risks;
• remove, obliterate or alter any proprietary notice on UpMyFlow;
• supply inaccurate data to UpMyFlow or any other person through UpMyFlow;
• you must not do any act that would have an adverse impact on the reputation or standing of UpMyFlow; or
• you must not do any act that is unlawful or is prohibited by any Laws applicable to UpMyFlow

5.2 Third-party functionality

UpMyFlow's functionality may involve the use of software, data, applications, services, or content that is provided to UpMyFlow by third parties (Third Party Functionality).

You agree to comply with any reasonable additional terms notified to you by UpMyFlow in respect of the use of Third Party Functionality, or outputs of such functionality. If you do not agree to comply with those terms, we will not be able to offer UpMyFlow and the related services to you and accordingly, we may need to cancel or terminate your Account, or you may cancel or terminate your Account.

5.3 Records

You will maintain accurate and complete records and documents related to your interaction with and use of UpMyFlow and the related services, including as required by law.

6. Linked sites and resources

UpMyFlow may contain links to websites and resources operated by third parties, including payment providers, site tools, marketing platforms, and compliance reference resources. Unless expressly stated otherwise, we do not endorse and are not responsible for the content of Third Party Resources, and have no control over or rights in those Third Party Resources. The terms that may apply to Third Party Resources may differ substantially from these Terms, so you should read them before using Third Party Resources.

7. Intellectual Property

7.1 Our intellectual property rights

Unless otherwise indicated, we own or license from third parties all rights, title, and interest in UpMyFlow and any material, including text, graphics, logos, guides, playbooks, workflow templates, and software, made available through UpMyFlow (UpMyFlow Content).

To enable UpMyFlow to use your feedback for its business purposes and to improve UpMyFlow, you agree to grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable licence and authority to use feedback you provide to us for these purposes. This licence allows us to make improvements to UpMyFlow from your suggestions, enhancement requests, recommendations, and information you provide to us (including any information which is your intellectual property) without restriction and without payment.

7.2 License to the UpMyFlow and Content

UpMyFlow grants you a limited, non-transferable, non-exclusive licence to use UpMyFlow and UpMyFlow Content for the duration of these Terms solely for your internal business use in planning payment routes, launching independent sites, and operating marketing automation workflows. You must not use UpMyFlow or UpMyFlow Content for any unlawful purpose.

UpMyFlow licenses UpMyFlow from third parties. You acknowledge and agree that your use of such Content may be subject to further restrictions imposed by such third parties and notified to you by UpMyFlow.

7.3 License to your materials

You grant to UpMyFlow a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable licence and authority to use the deidentified material you provide or otherwise make available to UpMyFlow for the purpose of UpMyFlow making UpMyFlow functionality available to you, and as otherwise permitted by these Terms.

8. Confidential information

You must not disclose any Content or any information of a confidential nature communicated by us, or otherwise learnt, accessed or generated by you as a result of entering into these Terms or using UpMyFlow, UpMyFlow Content or receiving related services (Confidential Information) except:

• to your personnel who have a need to know;
• if the disclosure is required by law; or
• if the recipient of the Confidential Information has independently obtained such information from a third party (other than via a breach of confidence).

For the avoidance of doubt, information which is in the public domain (other than as a result of a breach of confidence) is not Confidential Information.

You must hold the Confidential Information in strict confidence and employ all reasonable steps to protect the Confidential Information from unauthorised or inadvertent disclosure, including without limitation all steps you take to protect your own information that you consider proprietary and/or confidential. You must promptly notify us of any actual or suspected security breach in relation to UpMyFlow or related services, or your access to or use of UpMyFlow, UpMyFlow Content or related services.

9. Limitations

9.1 Technical requirements

You acknowledge that you are responsible for ensuring that your information technology and other systems are able to work in conjunction with UpMyFlow.

No professional advice or system-of-record guarantee

You agree that your use of UpMyFlow, UpMyFlow Content and the related services is solely for the purposes of supporting your internal business processes. You remain responsible for entity, tax, payment provider, compliance, sales, and operational decisions.

You further agree and acknowledge that UpMyFlow, UpMyFlow Content and the related services do not:

• constitute legal, financial, tax, payment compliance, or other regulated professional advice;
• replace your obligation to review outputs before acting on them;
• guarantee any payment account, provider approval, advertising platform result, or sales result;
• serve as your sole system of record or evidence archive unless you independently validate that use;

You agree that you must not frame or suggest that:

• UpMyFlow or any UpMyFlow Content constitutes legal, financial, tax, payment compliance, or other regulated professional advice;
• UpMyFlow or any UpMyFlow Content can replace your own judgement, approvals, or recordkeeping obligations.

We make no representations or warranties regarding any entity, tax, payment, compliance, marketing, sales, or operational decision made by you or any person based on or not based on UpMyFlow Content.

9.3 Notification of adverse events

You must notify UpMyFlow immediately if you become aware of:

• any problem or incident associated with UpMyFlow that has caused, or could cause, material harm to users, customers, or other individuals; or
• any deficiencies or potential deficiencies in safety, quality, efficacy, performance or presentation of UpMyFlow.

10. Suspension and termination

10.1 Suspension

Where practicable, we will provide you with notice of any outages or suspensions of Scribe and will communicate this to you within a reasonable time. We reserve the right to restrict, suspend or terminate your access to Scribe without notice (although we will provide prior notice wherever practicable). To the maximum extent permitted by law, we will not be responsible for any loss, cost, damage or liability that may arise as a result.

10.2 Termination

You may terminate your use of UpMyFlow (and accordingly these Terms) by emailing [email protected] or through your Account settings. UpMyFlow will not refund any fees or other amounts that you have paid.

We may terminate these Terms if:

• (i) we reasonably believe you have breached any of these Terms;
• (ii) we withdraw UpMyFlow from market, provided you will be entitled to a pro rata refund of fees paid; or
• (iii) we consider it reasonably necessary to comply with applicable law.

Where we terminate these Terms, except as expressly provided in these Terms or as required by applicable law, we will not refund any fees or other amounts that you have paid.

10.3 Effect of termination

On termination or expiry of these Terms:

• you must pay all relevant outstanding fees or other amounts (including under an indemnity) due under these Terms;
• the licence granted by UpMyFlow to you under clause 7.2 will cease and we shall cease providing (and you shall cease using) UpMyFlow and related services;
• to the extent permitted by law, you must (at our request) return or destroy all copies of Confidential Information retained in your systems or otherwise in your possession or control;
• to the extent permitted by law, we may in our discretion, delete any data, content or materials which have been provided to us; and
• this will not affect any accrued rights, and rights and obligations which are intended or which by their nature survive termination will continue to have effect.

11. Indemnity

You must at all times indemnify and hold harmless and release UpMyFlow and our related bodies corporate from and against any loss, liability, demand, claim, action or expense (however arising and whether present or future, fixed or unascertained, actual or contingent) incurred or suffered by any of UpMyFlow or its related bodies corporate relating to or arising from:

• any claim made by your customer, lead, partner, payment provider, or other third party in relation to any act or omission of you, except to the extent the loss is attributable to the unlawful, or wilful misconduct of UpMyFlow or its related bodies corporate;
• any negligence or breach of or failure to comply with applicable law (including privacy laws) or applicable professional obligations by you in connection with these Terms;
• any willful, unlawful, fraudulent or negligent act or omission by you or your personnel;
• any damage to or loss of any real or personal property or death or injury to us or any of our related bodies corporate to the extent caused by your (or your personnel's) negligent or willful acts or omissions arising as a result of these Terms;
• your use of UpMyFlow, UpMyFlow Content or related services, except to the extent the loss is attributable to the unlawful, or wilful misconduct of UpMyFlow or its related bodies corporate; and
• any infringement or misappropriation of intellectual property rights in connection with UpMyFlow, UpMyFlow Content or the related services by you or your personnel, except where caused by an act or omission of UpMyFlow or its related bodies corporate.

12. Liability

12.1 Disclaimer

You acknowledge that the functionalities of UpMyFlow involve the use of artificial intelligence and machine learning and while UpMyFlow seeks to ensure accuracy of UpMyFlow and UpMyFlow Content, due to the probabilistic and rapidly evolving nature of such functions, UpMyFlow and UpMyFlow Content may in certain circumstances be inaccurate, incomplete or inappropriate. While we continue to work on improving the accuracy, reliability and safety of UpMyFlow, it is your responsibility to evaluate the accuracy of any UpMyFlow Content as appropriate, including by undertaking a manual review of UpMyFlow Content, to ensure that it appropriately reflects the information you have inputted, before such UpMyFlow Content is further used or relied upon.

UpMyFlow, UpMyFlow Content and the related services are provided "as is" without warranty or guarantee of any kind, and we will not be liable for any direct and indirect loss, damage or expense – irrespective of the manner in which it occurs – which may be suffered:

• due to your use of UpMyFlow, the related services and/or the information or materials contained on or made available through it (including UpMyFlow Content);
• as a result of the inaccessibility of UpMyFlow, UpMyFlow Content or the related services (including any loss, corruption or destruction of your material);
• as a result of unauthorised access to, or alteration of either data or materials entered into or produced by UpMyFlow or the related services;
• due to communications, performance, security or data corruption problems, disconnection of transmission services or failures or delays in transmission of UpMyFlow or the related services connected with telecommunication services and other means of transmission provided by third parties;
• as a result of the fact that certain information or materials contained on UpMyFlow or through the related services (including any UpMyFlow Content) are incorrect, incomplete or not up-to-date; and/or
• in connection with an interference with or damage to your computer systems occurring in connection with the use of UpMyFlow or a linked site.

12.2 UpMyFlow Liability

Without limiting clause 12.1, to the extent permitted by law, the aggregate liability of the UpMyFlow for loss sustained by you in connection with these Terms (whether under statute, in contract or in tort, including for negligence, or otherwise) during any consecutive twelve month period from the commencement of these Terms and from any anniversary of the commencement date (as the case may be) is limited to the fees which UpMyFlow is entitled to in relation to your use of UpMyFlow and the related services during that period.

13. Jurisdiction and governing law

These Terms are governed by the law of Delaware, United States and you submit to the non-exclusive jurisdiction of the courts exercising jurisdiction in Delaware, United States.

14. Updates

We may (in our sole discretion) modify, update or replace any or all of these Terms from time to time by providing reasonable and, where practicable, 30 days' prior written notice of the update to the Terms, including details of the relevant changes.

This notice may be provided via notification on UpMyFlow or via other methods. Where the change materially and detrimentally affects:

• your use of UpMyFlow;
• the function, receipt or use of related services; or
• your rights and obligations under these Terms, you will be entitled to terminate these Terms and your Account (including your access to UpMyFlow and the related services) through your Account settings on UpMyFlow or by emailing [email protected]. In such circumstances, you will be entitled to a pro rata refund of any relevant Subscription Fees paid in advance. Continued use of UpMyFlow following the reasonable notice period and implementation of the update shall be deemed acceptance of the new updated Terms.

15. Relationship of parties

Each party is acting in the capacity of independent contractor. These Terms do not constitute any partnership, trust, agency, joint venture or employment relationship between the parties.

Neither party has the authority to act, contract or to incur any obligation or responsibility on behalf of the other party except as provided in these Terms.

16. General

Your Account is personal to you, and you may not permit any other person to use your Account or transfer, assign or sub-contract or sub-licence or otherwise dispose of any of your interests, rights or obligations under these Terms.

If we are partially or wholly precluded from complying with our obligations under these Terms by any event, matter or circumstance that is beyond our reasonable control, then our obligation to perform will be suspended for the duration of the delay arising out of that event, matter or circumstance and we will not be liable for failure to perform our obligations.

Nothing in these Terms or any circumstances associated with it or its performance give rise to any relationship of partnership, principal and agent, or employer and employee and you have no right to assume or create any obligations of any kind, express or implied, in the name of or on behalf of us.

These Terms constitute the entire agreement between us relating to the subject matter of these Terms and supersedes and cancels any previous agreement, understanding or arrangement whether written or oral.

If any part or provision of these Terms are invalid, unenforceable or in conflict with the law, the invalid or unenforceable part or provision will be replaced with a provision which, as far as possible, accomplishes the original purpose of the part or provision. The remainder of these Terms will be binding on the parties.

Each party agrees to do all things and execute all deeds, instruments, transfers or other documents as may be necessary or desirable to give full effect to the provisions of this Terms and the transactions contemplated by it.