Terms of Service

These Terms of Service ("Terms") govern your access to and use of the TermUp website, web application, and related services (collectively, the "Service") operated by Heat & Horizon LLC ("Company," "we," "us," or "our"). By accessing or using the Service, you agree to these Terms.

1. Business Use and Eligibility

You must be at least 18 years old and legally able to enter into a binding agreement to use the Service. If you are using the Service on behalf of a company or other entity, you represent that you have authority to bind that entity to these Terms.

2. Accounts and Workspace Access

You are responsible for maintaining the confidentiality of account credentials and for all activity that occurs under your account or invited users in your workspace. You must promptly notify us at support@termup.io if you suspect unauthorized access or another security issue.

3. The Service

TermUp is a software service for storing, organizing, reviewing, and tracking contracts, invoices, renewal notices, and related business records. Features may include AI-assisted extraction, reminders, reporting, comments, integrations, and collaboration tools. We may add, modify, or remove features from time to time.

The Service, including all software, content, design, trademarks, and related intellectual property, is owned by Heat & Horizon LLC or its licensors and is protected by applicable intellectual property and other laws. Except for the limited rights expressly granted to you under these Terms, we reserve all rights in and to the Service.

Features identified as beta, preview, early access, or similar are provided on an as-is basis, may have reduced functionality, and may be changed, suspended, or discontinued at any time without notice.

4. Customer Content

4.1 Ownership

You retain ownership of the documents, files, data, comments, and other content you upload or submit to the Service ("Customer Content"). You grant us a limited, non-exclusive, worldwide license to host, store, process, transmit, display, and otherwise use Customer Content as necessary to provide, secure, maintain, and improve the Service and to enforce these Terms.

4.2 Rights and permissions

You are solely responsible for ensuring that you have all rights, permissions, notices, and consents needed to upload or process Customer Content through the Service, including confidential or contract materials belonging to your business, your vendors, or third parties.

4.3 Sensitive and regulated data

Unless we expressly agree otherwise in writing, you must not use the Service to store or process data subject to specialized regulatory regimes or heightened obligations, including protected health information under HIPAA, payment card data, export-controlled or classified information, Social Security numbers, or other highly sensitive regulated data that requires dedicated contractual, technical, or compliance controls.

4.4 Your backup responsibilities

The Service is a workflow tool, not your sole records system. You are responsible for maintaining your own backup copies of critical contracts and business records. We are not responsible for loss, corruption, or deletion of Customer Content.

5. AI Features and Outputs

AI-assisted extraction and summaries are provided for convenience only. AI outputs may be incomplete, inaccurate, or unsuitable for your circumstances. You are solely responsible for reviewing and verifying extracted dates, pricing, notice periods, tasks, reminders, and any other output before relying on it.

Certain AI features may rely on third-party providers. We are not responsible for third-party AI outputs, availability, downtime, errors, or independent data-handling practices.

TermUp is not a law firm, accountant, compliance advisor, broker, or records custodian. The Service does not provide legal, tax, accounting, or regulatory advice.

You acknowledge that the Service is a workflow and organizational tool and should not be relied upon as your sole system for tracking obligations, deadlines, or compliance requirements.

6. Acceptable Use

You agree not to:

• Use the Service for unlawful, fraudulent, or abusive purposes
• Upload content you do not have the right to use or that violates confidentiality, privacy, or intellectual property rights
• Probe, scan, interfere with, or attempt unauthorized access to the Service, its infrastructure, or other customer accounts
• Reverse engineer, decompile, or attempt to derive source code from the Service except to the extent prohibited by law
• Transmit malware, malicious code, or harmful payloads
• Use the Service in a way that overloads, disables, or degrades it
• Resell, sublicense, or commercially exploit the Service except as expressly authorized by us in writing

7. SMS Reminders

7.1 Consent

By enabling SMS reminders in your account or workspace settings, you consent to receive automated text messages from TermUp at the mobile phone number you provide. These messages include renewal reminders, cancellation-window alerts, and related transactional notifications.

7.2 Message frequency

Message frequency varies based on the number of tracked documents in your workspace and the reminder schedules you or your team configure.

7.3 Rates and fees

Message and data rates may apply depending on your mobile carrier and plan. You are responsible for any charges from your carrier related to receiving SMS messages.

7.4 Opting out

You may disable SMS reminders at any time in your account settings or by contacting support@termup.io. SMS is an optional feature and is not required to use the Service.

7.5 Carrier disclaimer

Carriers (e.g., T-Mobile, AT&T, Verizon) are not liable for delayed or undelivered messages. Message delivery is subject to carrier network availability and other factors outside our control.

8. Integrations and Third-Party Services

The Service may interoperate with third-party services such as cloud storage, calendars, email, SMS, payment processors, and AI providers. Your use of those services is subject to their separate terms and policies. We are not responsible for third-party services, including their availability, security, acts, omissions, or changes.

9. Fees, Billing, Trials, and Cancellation

9.1 Trials and paid plans

We may offer free trials and paid subscription plans. Plan features, limits, and pricing may vary and may be described on the website or in the product.

9.2 Billing

Paid subscriptions are billed in advance through our payment processor. You authorize us and our payment processor to charge the payment method associated with your account for fees, taxes, and any applicable overages or renewal charges.

9.3 Price changes and refunds

We may change pricing or plan structure with notice. Fees are generally non-refundable except where required by law or expressly stated by us in writing.

9.4 Suspension for nonpayment

We may suspend or limit access to the Service for nonpayment, failed payment collection, chargebacks, fraud risk, or violations of these Terms.

9.5 Usage and service limits

We may implement, modify, or enforce limits on usage, storage, uploads, messaging, integrations, API access, or other Service resources at any time, including to protect the Service, users, and our systems from abuse, degradation, or unexpected load.

10. Confidentiality and Security

We will use Customer Content only as permitted by these Terms, our Privacy Policy, your instructions through the Service, and applicable law. We use commercially reasonable measures intended to protect the Service and Customer Content, but no system can guarantee absolute security, continuous availability, or error-free operation.

11. Suspension and Termination

We may suspend or terminate your access to the Service immediately if we reasonably believe you violated these Terms, created security or legal risk, failed to pay fees when due, or used the Service in a way that could harm us, the Service, or other users. You may stop using the Service at any time.

12. Disclaimer of Warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND QUIET ENJOYMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF HARMFUL COMPONENTS. WE DO NOT GUARANTEE UPTIME, AVAILABILITY, DATA RETENTION, OR THAT ANY REMINDER, ALERT, EXTRACTION, MESSAGE, OR OTHER OUTPUT WILL BE DELIVERED, TIMELY, COMPLETE, OR ERROR-FREE.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, HEAT & HORIZON LLC AND ITS AFFILIATES, OFFICERS, EMPLOYEES, CONTRACTORS, AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THE SERVICE OR THESE TERMS.

OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS PAID BY YOU TO US FOR THE SERVICE IN THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM OR (B) $100 USD.

14. Indemnification

You will defend, indemnify, and hold harmless Heat & Horizon LLC and its affiliates, officers, employees, contractors, and agents from and against any third-party claims, liabilities, damages, losses, judgments, costs, and expenses (including reasonable attorneys' fees) arising out of or related to your Customer Content, your use of the Service, your violation of these Terms, or your violation of any law or third-party rights.

15. Governing Law and Venue

These Terms are governed by the laws of the State of California, without regard to conflict of law rules. Any dispute arising out of or relating to these Terms or the Service will be brought exclusively in the state or federal courts located in California, and each party consents to the personal jurisdiction of those courts.

16. General Terms

• Entire Agreement: These Terms and our Privacy Policy are the entire agreement between you and us regarding the Service.
• Severability: If any provision is unenforceable, the remaining provisions remain in effect.
• No Waiver: A failure to enforce any provision is not a waiver.
• Assignment: You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, financing, reorganization, or sale of assets.
• Updates: We may update these Terms from time to time. If changes are material, we may provide notice through the Service, by email, or by updating the effective date above.

17. Contact

For legal or terms-related questions, contact us at legal@termup.io.

Heat & Horizon LLC
California, United States