Terms of Service

1. Who we are, and what you are agreeing to

Uplynx is operated by Novos Publishing LLC, a Texas limited liability company, with its registered address at 5900 Balcones Dr #100, Austin, TX 78731, United States. In these Terms, "we", "us" and "our" mean Novos Publishing LLC, and "you" means the person or organization using Uplynx.

These Terms are a binding agreement. You accept them by creating an account, connecting a client, or otherwise using the service. If you do not agree to them, do not use the service.

If you are accepting these Terms on behalf of a company or other organization, you represent that you have the authority to bind that organization, and "you" refers to that organization.

2. What the service does

Uplynx stores the state of your projects — context, decisions, findings, tasks and an append-only record of events — and makes that state available to the AI tools you connect, through the Model Context Protocol and through this web application.

We provide memory and custody. We do not provide the AI models themselves, and we are not a party to your relationship with any AI provider whose client you connect.

3. Eligibility and accounts

You must be at least 18 years old, or the age of majority where you live, to use the service.

Authentication is handled by our identity provider. You are responsible for keeping access to your account secure, and for everything done through it. Tell us promptly if you believe your account has been used without your permission.

We may refuse, suspend or close an account where we reasonably believe these Terms have been broken, where required by law, or where continuing would expose us or other customers to material risk.

4. Workspaces and members

Your data is separated by workspace. A workspace is the boundary for membership, access and billing: projects, context and events belong to exactly one workspace, and members of a workspace can see everything in it.

If you invite someone to a workspace, you are responsible for that decision and for what they do with the access it grants. If you are a member of a workspace you did not create, the workspace owner controls it — including the ability to remove your access and to delete content you contributed.

5. Your content, and what we may do with it

You keep all rights in the content you put into the service. We claim no ownership of it.

You grant us a limited licence to host, store, copy, transmit and display your content strictly for the purpose of operating and supporting the service for you — for example, storing it in our database, serving it back to a client you have connected, and including it in backups. That licence exists to run the product and for nothing else, and it ends when the content is deleted, subject to the retention periods described in our Privacy Policy.

We do not use your content to train machine-learning models. We do not sell your content or your personal information, and we do not share it with anyone for advertising. The only third parties who process it are the infrastructure providers listed on our Subprocessors page, and they process it only to provide their service to us.

You are responsible for the content you store. Do not put anything into the service that you do not have the right to store, and do not store credentials, secrets or payment card data in project content — the service is not designed to hold them and does not treat them as secrets.

6. Acceptable use

You agree not to:

• use the service to store or distribute unlawful content, or content you have no right to store
• infringe anyone's intellectual property, privacy or other rights
• attempt to access another customer's workspace, data or account, or to probe, scan or test the security of the service other than through a report to us in good faith
• interfere with the service's operation, including by overwhelming it with automated requests beyond what your plan reasonably contemplates
• resell, sublicense or provide the service to third parties as though it were your own, except as a member of your own workspace
• reverse engineer or attempt to derive the source of the service, except to the extent that restriction is unenforceable by law
• use the service to build a competing product by copying its interfaces, data model or documentation wholesale
• misrepresent your identity or affiliation, or use the service to harass or defraud anyone

If you find a security vulnerability, please report it to us at zero2ceo.email@gmail.com before disclosing it publicly. We will not pursue a good-faith researcher who reports a finding privately and does not access, alter or retain another customer's data.

7. Connected clients and third-party services

The service is designed to be reached by AI clients and other software you connect to it. When you authorize a client, you grant that client access to the workspaces you select, and it can read and write your content on your behalf.

We do not control those clients, the models behind them, or what they do with content they read. Connecting a client is your decision, and their terms and privacy practices govern their side of it. You can revoke a client's access at any time.

The same applies to any repository or other third-party integration you choose to connect.

8. Plans, trials and billing

Paid plans are sold on the terms published on our plan page, which sets out the price, the billing period and the workspace and project limits for each plan. Plans differ in how many workspaces and projects you may have — not in which features you get.

Prices are in US dollars and exclude any taxes, which we will add where we are required to collect them.

Where we offer a free trial, we require a valid payment method at sign-up, and the trial converts automatically to a paid subscription at the end of the trial period unless you cancel before it ends. We will tell you the trial length before you start it, and you can cancel at any point during it without being charged.

Subscriptions renew automatically for successive billing periods until cancelled. We may change prices, and if we do we will give you at least 30 days' notice before the change applies to your renewal; your remedy if you do not accept a price change is to cancel before it takes effect.

If a payment fails, we may retry it and may suspend access to paid capacity until it succeeds. We do not delete your content because a payment failed; see section 13.

9. Lifetime Early Adopter

We offer a limited number of one-time-payment Lifetime Early Adopter licences. The number available is capped, and once the cap is reached the offer closes.

"Lifetime" means the operational lifetime of the service, not your own lifetime and not a fixed number of years. A Lifetime licence entitles you to continued access on the plan level it was sold at, with no further subscription charge, for as long as we operate the service.

If we discontinue the service, we will give all Lifetime licence holders at least 90 days' written notice before access ends, and we will keep a full export of your content available to you throughout that period. If the business is sold or transferred, Lifetime licences transfer with it on the same terms.

A Lifetime licence is personal to you and cannot be resold or transferred to another person or organization without our written consent. It does not exempt you from these Terms, and it can be terminated for the same reasons any other account can.

10. Cancellation and refunds

You can cancel a subscription at any time. Cancellation takes effect at the end of the billing period you have already paid for, and you keep access until then.

Subscription payments are not refundable once charged, and we do not give partial refunds for an unused part of a billing period. Where a trial is offered, the trial is the opportunity to evaluate the service before paying.

A Lifetime Early Adopter licence may be refunded in full if you request it within 30 days of purchase. After 30 days it is non-refundable.

None of this limits any refund right you have under the consumer law of your own country, where that law applies and cannot be waived.

To cancel or to request a refund, write to zero2ceo.email@gmail.com.

11. Beta and free accounts

Some accounts were created during a beta period on free terms. Those accounts remain active on the terms they were given, and we do not intend to charge them retroactively.

Free and beta accounts are not open to new sign-ups. Capacity on them is limited, and features made available on them may be changed or withdrawn with reasonable notice. Nothing in this section creates a permanent entitlement.

12. Changes to the service

We are actively developing the service and will change it. We may add, alter or remove features. Where a change materially reduces what a paid plan does, we will give you reasonable notice, and if the change is material and unacceptable to you, you may cancel and we will refund any prepaid amount covering the period after cancellation.

We do not promise that the service will be uninterrupted. We do not currently offer a service level agreement.

13. Suspension and termination

You may stop using the service and close your account at any time.

We may suspend or terminate your access if you materially breach these Terms, if your use creates a legal or security risk to us or to other customers, or if we are required to by law. Except where the breach is serious or where the law requires immediate action, we will tell you first and give you a reasonable opportunity to put it right.

14. What happens to your data when an account ends

If your account is closed or terminated, you may export your content for 30 days afterwards. Write to us and we will provide it.

After that period we delete your content from our live systems. Copies may persist in encrypted backups for a further limited period before those backups age out, and we may retain records we are legally required to keep, such as invoices. Our Privacy Policy describes this in more detail.

The event record in the service is append-only by design: individual entries can be superseded but not rewritten. Deleting a project or an account removes the record; editing history within it is not something the product does.

15. Disclaimers

The service is provided "as is" and "as available". To the fullest extent permitted by law, we disclaim all warranties, whether express, implied or statutory, including any implied warranties of merchantability, fitness for a particular purpose, title and non-infringement.

We do not warrant that the service will meet your requirements, that it will be error-free, or that content stored in it cannot be lost. You are responsible for keeping your own copies of anything you cannot afford to lose.

Some jurisdictions do not allow the exclusion of certain warranties. Where that is the case, the exclusions above apply only to the extent permitted.

16. Limitation of liability

To the fullest extent permitted by law, neither party is liable for indirect, incidental, special, consequential, exemplary or punitive damages, or for lost profits, lost revenue, lost business or lost or corrupted data, however caused and on any theory of liability, even if advised of the possibility.

To the fullest extent permitted by law, our total aggregate liability arising out of or relating to these Terms or the service will not exceed the greater of the amounts you paid us in the 12 months before the event giving rise to the claim, or one hundred US dollars (US$100).

Nothing in these Terms limits liability for fraud, for fraudulent misrepresentation, for death or personal injury caused by negligence, or for anything else that cannot be limited by law.

17. Indemnification

You agree to indemnify and hold us harmless from any claim, demand, loss or expense (including reasonable legal fees) brought by a third party and arising out of your content, your use of the service in breach of these Terms, or your breach of law. We will notify you of any such claim, give you control of its defence where we reasonably can, and cooperate with you at your expense.

18. Dispute resolution and arbitration

Please contact us first. Most disputes can be resolved by writing to zero2ceo.email@gmail.com, and we ask that you give us 30 days to resolve a dispute informally before starting a formal proceeding.

If we cannot resolve it, you and we agree that any dispute arising out of or relating to these Terms or the service will be resolved by binding individual arbitration administered by the American Arbitration Association under its applicable rules, seated in Travis County, Texas, rather than in court. Judgment on the award may be entered in any court of competent jurisdiction.

Either of us may instead bring an individual claim in small claims court if it qualifies, and either of us may seek injunctive relief in court to protect intellectual property or to stop unauthorized access to the service.

Disputes will be arbitrated only on an individual basis. You and we each waive any right to bring or participate in a class, collective, consolidated or representative proceeding.

You may opt out of this arbitration agreement by emailing zero2ceo.email@gmail.com within 30 days of first accepting these Terms, with your account email and a statement that you are opting out. Opting out affects nothing else in these Terms.

This section does not apply where the law of your country of residence prohibits it, and nothing in it deprives a consumer of a right to bring proceedings in their local courts where that right cannot be waived.

19. Governing law and venue

These Terms are governed by the laws of the State of Texas, United States, without regard to its conflict-of-laws rules. Subject to the arbitration section above, you and we submit to the exclusive jurisdiction of the state and federal courts located in Travis County, Texas.

If you are a consumer resident in a jurisdiction whose law gives you the protection of your local courts or mandatory local consumer rules, this section does not take those away.

20. Changes to these Terms

We may update these Terms. If a change is material, we will give you reasonable notice before it takes effect — by email to your account address, or by a notice in the application, or both. Continuing to use the service after a change takes effect means you accept the updated Terms. If you do not accept them, cancel before they take effect.

The date at the top of this page is the date of the current version.

21. General

These Terms, together with the Privacy Policy and any Data Processing Addendum in place between us, are the entire agreement between you and us about the service, and replace any earlier understanding on the same subject.

If a provision of these Terms is held unenforceable, the rest continues in force and the unenforceable provision is limited to the minimum extent necessary. Our failure to enforce a provision is not a waiver of it.

You may not assign these Terms without our written consent. We may assign them to an affiliate or in connection with a merger, acquisition or sale of the business, on notice to you.

Nothing in these Terms creates a partnership, joint venture, employment or agency relationship, and there are no third-party beneficiaries.

22. Contact

Questions about these Terms go to zero2ceo.email@gmail.com, or by post to Novos Publishing LLC, 5900 Balcones Dr #100, Austin, TX 78731, United States.