The Gist

We (Laplace Innovations Corp.) provide software services to allow businesses like yours to interact with your customers via text messages.

These Terms of Service ("Terms") describe our commitments to you, and your rights and responsibilities when using our services. Please read them carefully and reach out to us if you have any questions. If you don't agree to these Terms, don't use our services.

Terms of Service

These Terms govern your access to and use of the software, applications, extensions, and other products and services we provide through or for www.gettrueup.com. Please note that our products and services are intended for commercial use and you acknowledge that your use is that of a representative of a business (as defined by applicable law) and not that of a consumer.

1. Who's Who

"You" means any individual or entity using our Services. If you use our Services on behalf of another person or entity, you represent and warrant that you're authorized to accept the Agreement on that person's or entity's behalf, that by using our Services you're accepting the Agreement on behalf of that person or entity, and that if you, or that person or entity, violates the Agreement, you and that person or entity agree to be responsible to us.

2. Your Account

When using our Services requires an account, you agree to provide us with complete and accurate information and to keep the information current so that we can communicate with you about your account. We may need to send you emails about notable updates (like changes to our Terms of Service or Privacy Policy), or to let you know about legal inquiries or complaints we receive about the ways you use our Services so you can make informed choices in response.

We may limit your access to our Services until we're able to verify your account information, like your email address.

When you create a www.gettrueup.com account, we consider that to be an inquiry about our products and services, which means that we may also contact you to share more details about what we have to offer (i.e., marketing). Don't worry — if you aren't interested, you can opt out of the marketing communications, whether it's an email, phone call, or text message. When you share your customer's information with us, we require that you have updated any applicable agreements with your customers to authorize that sharing.

You're solely responsible and liable for all activity under your account. You're also fully responsible for maintaining the security of your account (which includes keeping your password secure). We're not liable for any acts or omissions by you, including any damages of any kind incurred as a result of your acts or omissions. You are liable for any messages you send to your customers through our services.

Don't share or misuse your access credentials. And notify us immediately of any unauthorized uses of your account or of any other breach of security. If we believe your account has been compromised, we may suspend or disable it.

If you'd like to learn about how we handle the data you provide us, please see our Privacy Policy .

3. Responsibility of Visitors and Users

We haven't reviewed, and can't review, all of the content made available through our Services by you to your customers ("Content") or on websites that link to, or are linked from, our Services. We're not responsible for any use or effects of Content or third-party websites. So, for example:

• We don't have any control over third-party websites.
• A link to or from one of our Services does not represent or imply that we endorse any third-party website.
• We don't endorse any Content or represent that Content is accurate, useful, or not harmful. Content could be offensive, indecent, or objectionable; include technical inaccuracies, typographical mistakes, or other errors; or violate or infringe the privacy, publicity rights, intellectual property rights, or other proprietary rights of third parties.
• You're fully responsible for the Content available in your messages, and any harm resulting from that Content. It's your responsibility to ensure that your messages' Content abides by applicable laws and by the Agreement.
• We aren't responsible for any harm resulting from anyone's access or use of Content, or for any harm resulting from third-party websites.
• Any Content that's for sale through any of these messages is the seller's sole responsibility, so you must look solely to the seller for any damages that result from your purchase or use of Content.
• We are not a party to, and will have no responsibility or liability for any communications, transactions, interactions, or disputes between you and your customers.

4. Fees, Payment, and Renewal

Fees for Paid Services. Our services are offered for a fee. We may offer some free consultations or trial periods for these services. You will be informed before receiving any services that require a fee to be paid.

By using a Paid Service, you agree to pay the specified fees. Depending on the Paid Service, there may be different kinds of fees, like some that are one-time, recurring, usage-based, or based on an advertising campaign budget that you set. For recurring fees (AKA subscriptions), your subscription begins on your purchase date, and we'll bill or charge you in the automatically-renewing interval (such as monthly, annually, or biennially) you select, on a pre-pay basis until you cancel, which you can do at any time by contacting the relevant support team.

Taxes. To the extent permitted by law, or unless explicitly stated otherwise, all fees do not include applicable federal, provincial, state, local or other governmental sales, value-added, goods and services, harmonized or other taxes, fees, or charges ("Taxes"). You're responsible for paying all applicable Taxes relating to your use of our Services, your payments, or your purchases.

Payment. You must provide accurate and up-to-date payment information. By providing your payment information, you authorize us to store it until you request deletion. If your payment fails, we suspect fraud, or Paid Services are otherwise not paid for or paid for on time, we may immediately cancel or revoke your access to Paid Services without notice to you.

Automatic Renewal. By enrolling in a subscription, you authorize us to automatically charge the then-applicable fees and Taxes for each subsequent subscription period until the subscription is canceled. If you received a discount, used a coupon code, or subscribed during a free trial or promotion, your subscription will automatically renew for the full price of the subscription at the end of the discount period.

Fees and Changes. We may change our fees at any time in accordance with these Terms and requirements under applicable law. This means that we may change our fees going forward, start charging fees for Services that were previously free, or remove or update features or functionality that were previously included in the fees.

Refunds. We may have a refund policy for some of our Paid Services, and we'll also provide refunds if required by law. In all other cases, there are no refunds and all payments are final.

5. Feedback

We love hearing from you and are always looking to improve our Services. When you share comments, ideas, or feedback with us, you agree that we're free to use them without any restriction or compensation to you.

6. General Representation and Warranty

We encourage you to express yourself freely, subject to a few requirements. In particular, you represent and warrant that your use of our Services:

• Will be in strict accordance with the Agreement;
• Will comply with all applicable laws and regulations (including, without limitation, all applicable laws regarding text message marketing and online conduct and acceptable content);
• Will not be for any unlawful purposes, to publish illegal content, or in furtherance of illegal activities;
• Will not infringe or misappropriate the intellectual property rights of Laplace Innovations Corp. or any third party;
• Will not overburden or interfere with our systems or impose an unreasonable or disproportionately large load on our infrastructure;
• Will not disclose the personal information of others;
• Will not be used to send spam or bulk unsolicited messages;
• Will not interfere with, disrupt, or attack any service or network;
• Will not be used to create, distribute, or enable material that is, facilitates, or operates in conjunction with, malware, spyware, adware, or other malicious programs or code;

7. SMS Marketing Requirements

You represent and warrant that you:

• must accurately communicate product and transaction details, set expectations appropriately, and fulfill all commitments you've made.
• are responsible for acquiring appropriate consent to communicate with customers via SMS messaging.
• must provide contact information so customers can contact you with questions or complaints.
• are responsible for all questions, complaints, and disputes.
• are responsible for investigating any communication you believe may be erroneous, suspicious, or prohibited by law, or otherwise pose unacceptable compliance risks to us or you and, if appropriate, obtaining adequate information and assurances from your customer before continuing to communicate via SMS messaging.
• must promptly notify us via email if you receive any inquiry or action from a government or regulatory agency (such as the Federal Communications Commission or a state Attorney General) that's related to your use of our Services.

8. Artificial Intelligence

We may offer features that incorporate artificial intelligence (AI), like message generation that will automatically populate messages with personalized details about the customer.

As between you and Laplace Innovations Corp., and to the extent permitted by law, you own or have the rights to any content you input into AI features ("Input") and any content generated by the AI features ("Output").

You are responsible for your Input, the use of any Output, and for complying with any applicable laws. AI may occasionally generate Output that's inaccurate, irrelevant, offensive, harmful, or similar to others' content. Your Input may be sent to third-party service providers, and as a consequence your Input will be subject to their respective Terms of Services. By your use of our AI tools, you give us permission to send your data to these third-party service providers as necessary to fulfill your requests and to use our Services. We may use some, all, or none of the following third-party providers in our AI tools:

• OpenAI
• Google Gemini

9. Intellectual Property

The Agreement doesn't transfer any Laplace Innovations Corp. or third-party intellectual property to you, and all right, title, and interest in and to such property remains (as between Laplace Innovations Corp. and you) solely with Laplace Innovations Corp. TrueUp and all other trademarks, service marks, graphics, and logos used in connection with our websites or Services are trademarks or registered trademarks of Laplace Innovations Corp. (or Laplace Innovations Corp.'s licensors). Other trademarks, service marks, graphics, and logos used in connection with our Services may be the trademarks of other third parties. Using our Services doesn't grant you any right or license to reproduce or otherwise use any Laplace Innovations Corp. or third-party trademarks.

10. Changes

We may modify the Terms from time to time, for example, to reflect changes to our Services (e.g., adding new features or benefits to our Services or retiring certain features of certain Services) or for legal, regulatory, or security reasons. If we do this, we'll provide notice of the changes, such as by posting the amended Terms and updating the "Last Updated" date or, if the changes, in our sole discretion, are material, we may notify you through our Services or other communications. Any changes will apply on a going-forward basis, and, unless we say otherwise, the amended Terms will be effective immediately. By continuing to use our Services after we've notified you, you agree to be bound by the new Terms. You have the right to object to any changes at any time by ceasing your use of our Services and canceling any subscription you have.

11. Termination

We may terminate your access to all or any part of our Services at any time, with or without cause or notice, effective immediately, including if we believe, in our sole discretion, that you have violated this Agreement, any service guidelines, or other applicable terms. We have the right (though not the obligation) to (i) reclaim your username due to prolonged inactivity, (ii) refuse or remove any content that, in our reasonable opinion, violates any part of this Agreement or any Laplace Innovations Corp. policy, or is in any way harmful or objectionable, (iii) ask you to make adjustments, restrict the resources your messages uses, or terminate your access to the Services, if we believe your storage or bandwidth usage burdens our systems (which is rare), or (iv) terminate or deny access to and use of any of our Services to any individual or entity for any reason. We will have no obligation to provide a refund of any fees previously paid.

You can stop using our Services at any time, or, if you use a Paid Service, you can cancel at any time, subject to the Fees, Payment, and Renewal section of these Terms.

12. Disclaimers

Our Services are provided "as is." Laplace Innovations Corp. and its suppliers and licensors hereby disclaim all warranties of any kind, express or implied, to the maximum extent allowed by applicable law, including, without limitation, the warranties of merchantability, fitness for a particular purpose and non-infringement. Neither Laplace Innovations Corp., nor its suppliers and licensors, makes any warranty that our Services will be error free or that access thereto will be continuous or uninterrupted. You understand that you download from, or otherwise obtain content or services through, our Services at your own discretion and risk.

13. Jurisdiction and Applicable Law

Except to the extent any applicable law provides otherwise, the Agreement and any access to or use of our Services will be governed by the laws of the state of California, U.S.A., excluding its conflict of law provisions and the application of the United Nations Convention of Contracts for the International Sale of Goods, and the proper venue for any disputes arising out of or relating to the Agreement and any access to or use of our Services will be the state and federal courts located in Orange County, California, U.S.A. Nothing in this Agreement affects your rights as a user to rely on mandatory provisions in your country of residence.

14. Limitation of Liability

In no event will Laplace Innovations Corp., or its suppliers, partners, or licensors, be liable (including for any third-party products or services purchased or used through our Services) with respect to any subject matter of the Agreement under any contract, negligence, strict liability or other legal or equitable theory for: (i) any special, incidental or consequential damages; (ii) the cost of procurement for substitute products or services; (iii) for interruption of use or loss or corruption of data; or (iv) for any amounts that exceed $50 or the fees paid by you to Laplace Innovations Corp. under the Agreement during the twelve (12) month period prior to the cause of action, whichever is greater. Laplace Innovations Corp. shall have no liability for any failure or delay due to matters beyond its reasonable control. The foregoing shall not apply to the extent prohibited by applicable law.

15. Indemnification

You agree to indemnify and hold harmless Laplace Innovations Corp., its contractors, and its licensors, and their respective directors, officers, employees, and agents from and against any and all losses, liabilities, demands, damages, costs, claims, and expenses, including attorneys' fees, arising out of or related to your use of our Services, including but not limited to your violation of the Agreement or any agreement with a provider of third-party services used in connection with the Services or applicable law, Content that you send, and any activities conducted through your use of our Services.

16. US Economic Sanctions

You agree that our ability to provide our Services to you is subject to compliance with US sanctions that restrict or prohibit who or from where our Services can be accessed. By using the Services, you represent and warrant that you (i) are not located or residing in any country or territory subject to comprehensive US sanctions (currently Cuba, Crimea, Iran, North Korea, Donetsk People's Republic, Luhansk People's Republic, and Syria); (ii) are not listed on any United States list of prohibited or restricted parties, such as OFAC's Specially Designated Nationals and Persons List , or otherwise subject to US sanctions that would prohibit your access to or use of our Services; and (iii) shall not use or allow access by any of your customers or potential customers (if applicable) to the Services in any manner that may cause Laplace Innovations Corp. to violate US export controls and sanctions.

17. Miscellaneous

The Agreement (together with any other terms we provide that apply to any specific Service) constitutes the entire agreement between Laplace Innovations Corp. and you concerning our Services. If any part of the Agreement is unlawful, void, or unenforceable, that part is severable from the Agreement, and does not affect the validity or enforceability of the rest of the Agreement. A waiver by either party of any term or condition of the Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof.

Laplace Innovations Corp. may assign its rights under the Agreement without condition. You may only assign your rights under the Agreement with our prior written consent.