Last Updated: 05/29/2025
IMPORTANT NOTICE: THESE TERMS OF SERVICE CONTAIN A MANDATORY ARBITRATION CLAUSE AND A CLASS ACTION WAIVER IN SECTION 14. BY AGREEING TO THESE TERMS, YOU AGREE TO RESOLVE ALL DISPUTES THROUGH BINDING INDIVIDUAL ARBITRATION, WHICH MEANS THAT YOU WAIVE ANY RIGHT TO HAVE THOSE DISPUTES DECIDED BY A JUDGE OR JURY, AND THAT YOU WAIVE YOUR RIGHT TO PARTICIPATE IN CLASS ACTIONS, CLASS ARBITRATIONS, OR REPRESENTATIVE ACTIONS.
PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE SERVICE.
By accessing or using any website, mobile application, API, or other online service (collectively, the "Service") provided by UpscaleAI Inc. ("Company," "we," "us," "our") that links to these Terms of Service ("Terms"), or by creating an account, or by clicking to accept or agree to the Terms when this option is made available to you, you signify that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, incorporated herein by reference. The Privacy Policy can be found at: https://upscaleai.app/privacy. If you do not agree to these Terms or the Privacy Policy, you must not access or use the Service.
The Service allows users to upload digital images ("User Content") and receive higher-resolution versions generated by artificial intelligence models ("AI Outputs"). The Service is provided strictly on an "AS IS" and "AS AVAILABLE" basis, without any warranties of any kind, express or implied (see Section 10). We reserve the right to modify, suspend, or discontinue the Service, or any feature or functionality thereof, at any time, with or without notice, in our sole discretion.
You must be at least 18 years old (or the legal age of majority in your jurisdiction) and legally capable of forming a binding contract with the Company to use the Service. If you are using the Service on behalf of an entity, organization, or company, you represent and warrant that you have the authority to bind that entity to these Terms and you agree to be bound by these Terms on behalf of that entity. You represent and warrant that you are not located in a country subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country, and that you are not listed on any U.S. Government list of prohibited or restricted parties. The Service is not intended for use by individuals under the age of 13. We do not knowingly collect personal information from children under 13.
a. "User Content" means any images, prompts, metadata, or other data or material you upload, submit, or otherwise transmit to or through the Service.
b. "AI Outputs" means any images, text, or other content generated and returned by the Service based on User Content.
You retain any and all of your existing ownership rights in your User Content, subject to the license granted herein.
You hereby grant Company a worldwide, non-exclusive, royalty-free, fully paid-up, sublicensable (through multiple tiers), and transferable license to host, store, cache, use, reproduce, modify, adapt, translate, create derivative works from, digitally process, perform, display, publish, distribute, and transmit your User Content solely for the purposes of:
This license continues for as long as your User Content is stored on our systems. We will make commercially reasonable efforts to delete your User Content upon your request or account termination, but you acknowledge that deletion may not be immediate and that residual copies may persist in our backup systems for a limited period. This license shall survive termination to the extent necessary for our archival, legal, audit, or compliance purposes. Anonymized or aggregated data derived from User Content, which cannot reasonably identify you or any individual, may be retained and used by us indefinitely.
You represent and warrant that:
a. Ownership of AI Outputs. To the extent permitted by applicable law, and subject to your underlying rights in your User Content, you may own the AI Outputs you generate using the Service for your own personal or commercial use. However, due to the nature of machine learning, AI Outputs may not be unique across users, and the Service may generate the same or similar output for Company or a third party. Other users may also submit similar User Content and receive similar AI Outputs. Rights in such similar outputs are not exclusive to you.
b. No Guarantees Regarding AI Outputs. AI Outputs are generated by AI models and are probabilistic. They may contain errors, inaccuracies, biases, artifacts, or offensive material. AI Outputs are not manually reviewed by us before being delivered to you. We make no guarantees or warranties regarding the quality, accuracy, completeness, reliability, suitability, legality, or non-infringement of AI Outputs.
c. Your Responsibility for AI Outputs. You are solely responsible for your review, evaluation, and use of AI Outputs. Any use or reliance on AI Outputs is at your own risk. You must independently verify the suitability, legality, and potential for infringement of any AI Output before any use, dissemination, or publication. You agree not to use AI Outputs in any way that infringes third-party rights or violates applicable law or these Terms.
d. No Professional Advice. AI Outputs do not constitute professional, legal, medical, financial, or any other type of advice. You should consult with a qualified professional before making decisions based on AI Outputs.
If you provide us with any suggestions, ideas, improvements, feedback, or recommendations regarding the Service or AI Outputs ("Feedback"), you hereby grant Company a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, non-exclusive, sublicensable, and transferable license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit any and all Feedback in any manner and for any purpose, without any obligation, attribution, or compensation to you.
We have no obligation to monitor User Content or AI Outputs. However, we reserve the right, but not the obligation, to review, screen, filter, modify, remove, or disable access to any User Content or AI Outputs at any time, for any reason or no reason, including if we believe, in our sole discretion, that such content violates these Terms or any applicable law, or is otherwise harmful or objectionable. We may also report illegal activities or Prohibited Content to law enforcement authorities.
You acknowledge and agree that you are solely and exclusively responsible for all User Content you submit, upload, transmit, or otherwise make available through the Service, and for the consequences of doing so. The Service is a tool that processes content at your direction, and Company does not actively monitor, review, or pre-screen User Content uploaded by users, nor does Company endorse, support, represent, or guarantee the completeness, truthfulness, accuracy, legality, or reliability of any User Content.
You understand that by using the Service, you may be exposed to User Content from others that is offensive, indecent, inaccurate, misleading, or otherwise objectionable. COMPANY EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY IN CONNECTION WITH OR ARISING FROM ANY AND ALL USER CONTENT UPLOADED TO, TRANSMITTED THROUGH, OR PROCESSED BY THE SERVICE. COMPANY IS NOT RESPONSIBLE OR LIABLE FOR ANY USER CONTENT, INCLUDING BUT NOT LIMITED TO ANY INAPPROPRIATE, EXPLICIT, OBSCENE, NUDE, PORNOGRAPHIC (INCLUDING CHILD PORNOGRAPHY OR CHILD SEXUAL ABUSE MATERIAL), DEFAMATORY, OFFENSIVE, ILLEGAL, HATEFUL (INCLUDING CONTENT PROMOTING NAZISM OR OTHER HATE IDEOLOGIES), INFRINGING, OR OTHERWISE OBJECTIONABLE CONTENT UPLOADED BY ANY USER, EVEN IF SUCH CONTENT VIOLATES OUR ACCEPTABLE USE POLICY OR PROHIBITED CONTENT GUIDELINES (AS DEFINED IN SECTION 4.4.D).
While Company reserves the right to remove User Content that violates these Terms (including Prohibited Content as outlined in Section 4.4.d), such reservation of right does not imply or create any responsibility or liability on the part of Company for any User Content. Any use or reliance on any User Content or materials posted via the Service or obtained by you through the Service is at your own risk. We are not responsible for any damage or loss resulting from User Content, its upload, its processing, or its presence on the Service.
The Service, including its underlying software, algorithms, AI models, training data (excluding your User Content), designs, text, graphics, images, video, information, logos, button icons, and other files, and all intellectual property rights therein (collectively, "Company IP"), are and will remain the exclusive property of Company and its licensors. Except for the limited rights expressly granted to you to use the Service in accordance with these Terms, no license or right is granted to you by implication or otherwise in or to any Company IP. You agree not to copy, modify, create derivative works of, publicly display, publicly perform, republish, reverse-engineer, decompile, disassemble, or otherwise attempt to discover the source code or underlying ideas or algorithms of any Company IP, except to the extent expressly permitted.
Your privacy is important to us. Our collection and use of personal information in connection with the Service is described in our Privacy Policy, located at https://upscaleai.app/privacy, which is incorporated by reference into these Terms. Please review the Privacy Policy to understand our practices.
All fees for use of the Service are as set forth on our website or as otherwise communicated to you. All fees are non-refundable except as expressly stated in these Terms or as required by applicable law. Prices are subject to change at any time; however, changes will not apply retroactively to transactions completed before the change. You must provide accurate and complete billing information and authorize us (or our third-party payment processor(s)) to charge your designated payment method for all fees incurred. You are responsible for all applicable taxes, duties, or levies associated with your purchase.
You agree not to, and not to permit or encourage any third party to:
THE SERVICE, AI OUTPUTS, AND ALL RELATED CONTENT AND MATERIALS ARE PROVIDED "AS IS," "AS AVAILABLE," AND WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, COMPANY, ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, AND SERVICE PROVIDERS (COLLECTIVELY, THE "COMPANY PARTIES") DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, RELIABILITY, SECURITY, AND FREEDOM FROM VIRUSES OR OTHER HARMFUL COMPONENTS.
THE COMPANY PARTIES DO NOT WARRANT THAT: (A) THE SERVICE OR AI OUTPUTS WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (B) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) THE RESULTS OR AI OUTPUTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE, COMPLETE, RELIABLE, OR FREE FROM ERRORS, ARTIFACTS, OR BIASES; OR (D) ANY DEFECTS OR ERRORS IN THE SERVICE WILL BE CORRECTED.
YOU ACKNOWLEDGE AND AGREE THAT AI MODELS CAN PRODUCE UNINTENDED, INACCURATE, INCOMPLETE, OR OFFENSIVE OUTPUTS, AND THAT YOUR USE OF THE SERVICE AND AI OUTPUTS IS AT YOUR SOLE RISK. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE COMPANY PARTIES OR THROUGH THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY PARTIES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA, GOODWILL, USE, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE, AI OUTPUTS, OR ANY CONTENT THEREON, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND EVEN IF THE COMPANY PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN NO EVENT SHALL THE AGGREGATE LIABILITY OF THE COMPANY PARTIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICE OR AI OUTPUTS OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EXCEED THE GREATER OF (A) USD $50.00 OR (B) THE TOTAL AMOUNT YOU PAID TO COMPANY FOR USE OF THE SERVICE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
THIS LIMITATION OF LIABILITY IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN YOU AND COMPANY. THE SERVICE AND AI OUTPUTS WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES. ACCORDINGLY, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
You agree to defend, indemnify, and hold harmless the Company Parties from and against any and all claims, demands, actions, suits, proceedings, losses, liabilities, damages, costs, and expenses (including, without limitation, reasonable attorneys' fees and costs) arising out of or relating to:
Company reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Company.
Company respects the intellectual property rights of others and expects its users to do the same. We will respond to notices of alleged copyright infringement that comply with applicable law. If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible via the Service, please notify Company through the contact information provided below. For your complaint to be valid under the DMCA, you must provide the following information in writing:
The above information must be submitted to:
Copyright Claims Department – UpscaleAI Inc.
hello@upscaleai.app
Under federal law, if you knowingly misrepresent that online material is infringing, you may be subject to criminal prosecution for perjury and civil penalties, including monetary damages, court costs, and attorneys' fees.
Repeat Infringers: In accordance with the DMCA and other applicable law, Company has adopted a policy of terminating, in appropriate circumstances and at Company's sole discretion, users who are deemed to be repeat infringers. Company may also at its sole discretion limit access to the Service and/or terminate the accounts of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
The Service may contain links to third-party websites, services, or resources that are not owned or controlled by Company. Company does not endorse and is not responsible or liable for their availability, accuracy, the related content, products, or services. You are solely responsible for your use of any such third-party services and agree to review and comply with their terms and privacy policies.
PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS.
We want to address your concerns without needing a formal legal case. Before filing a claim against Company, you agree to try to resolve the dispute informally by contacting us through our primary contact method specified on our website or at hello@upscaleai.app with a clear written description of the issue and your proposed resolution. We will try to resolve the dispute informally by contacting you via email if you have provided one, or by other available means. If a dispute is not resolved within sixty (60) days of submission, you or Company may bring a formal proceeding.
ANY CLAIM, DISPUTE OR CONTROVERSY (WHETHER IN CONTRACT, TORT OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT, INJUNCTIVE AND EQUITABLE CLAIMS) BETWEEN YOU AND COMPANY arising out of or relating in any way to your use of the Service, these Terms, or the Privacy Policy (collectively, "Claims"), IF NOT RESOLVED INFORMALLY, SHALL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION.
The arbitration will be administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules and, where applicable, the Supplementary Procedures for Consumer-Related Disputes, excluding any rules or procedures governing or permitting class actions. The arbitration shall be conducted by a single, neutral arbitrator. The arbitration shall take place in San Francisco County, California, or, if you prefer, exclusively by telephone or video conference. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.
ALL CLAIMS MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND COMPANY ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.
You may opt out of this arbitration agreement. If you do so, neither you nor Company can require the other to participate in an arbitration proceeding. To opt out, you must notify Company in writing within thirty (30) days of the date that you first become subject to this arbitration provision (i.e., your first use of the Service or acceptance of these Terms). Your written notice must be sent to hello@upscaleai.app and must include: (1) your name and residence address; (2) the email address and/or telephone number associated with your account (if any); and (3) a clear statement that you want to opt out of this arbitration agreement. Opting out of arbitration will not affect any other part of these Terms, including the provisions regarding the Class Action Waiver or Governing Law.
Notwithstanding the foregoing, either you or Company may bring an individual action in small claims court if it qualifies. Furthermore, either party may seek emergency equitable relief before a state or federal court in order to maintain the status quo pending arbitration, or to seek injunctive relief to stop unauthorized use or abuse of the Service or intellectual property infringement (for example, trademark, trade secret, copyright, or patent rights) without first engaging in arbitration or the informal dispute-resolution process described above.
These Terms and any dispute or claim arising out of or related to them, their subject matter, or their formation (in each case, including non-contractual disputes or claims) shall be governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule.
Subject to Section 14 (Dispute Resolution), any legal suit, action, or proceeding arising out of, or related to, these Terms or the Service that is not subject to arbitration shall be instituted exclusively in the federal courts of the United States or the courts of the State of California, in each case located in the City and County of San Francisco, although we retain the right to bring any suit, action, or proceeding against you for breach of these Terms in your country of residence or any other relevant country. You and Company consent to personal jurisdiction in such courts and waive any objection to venue or inconvenient forum.
We may, in our sole discretion, suspend, restrict, or terminate your access to or use of the Service or your account, at any time, for any reason or no reason, with or without prior notice, effective immediately. This includes, but is not limited to, situations where we believe you have violated these Terms or applicable law. You may terminate your account at any time by contacting hello@upscaleai.app.
Upon termination, all licenses and rights granted to you in these Terms will immediately cease. The following Sections shall survive any termination or expiration of these Terms: 4.3 (License to Company, for permitted surviving uses), 4.4 (Your Representations), 4.5 (AI Outputs, specifically disclaimers and responsibilities), 4.6 (Feedback), 5 (Company IP), 6 (Privacy, as applicable to retained data), 7 (Fees and Payment, for amounts owed), 9 (Disclaimers), 10 (Limitation of Liability), 11 (Indemnification), 14 (Dispute Resolution), 15 (Governing Law), 16 (Termination, survival clause itself), and 18 (Miscellaneous).
We reserve the right, in our sole discretion, to modify or replace these Terms at any time. If a revision is material, we will provide at least fourteen (14) days' notice prior to any new terms taking effect, which notice may be provided by posting the updated Terms on the Service, by sending you an email to the address associated with your account, or by other reasonable means. What constitutes a material change will be determined at our sole discretion. Unless a shorter period is required by law or for urgent security or operational reasons, changes will become effective on the date indicated.
By continuing to access or use our Service after those revisions become effective, you agree to be bound by the revised Terms. If you do not agree to the new Terms, in whole or in part, please stop using the Service.
We also reserve the right to modify, suspend, or discontinue the Service (or any part, feature, or content thereof) at any time with or without notice to you, and we will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Service.
a. Assignment. You may not assign or transfer these Terms or your rights hereunder, in whole or in part, by operation of law or otherwise, without our prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and void. We may assign or transfer these Terms, in whole or in part, at our sole discretion, without restriction or notice to you.
b. Severability. If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect.
c. Entire Agreement. These Terms, together with our Privacy Policy (https://upscaleai.app/privacy) and any other legal notices or terms published by us on the Service, constitute the entire agreement between you and Company regarding your use of the Service and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Service.
d. No Waiver. Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights or of future enforcement of that right or provision or any other right or provision. Any waiver of any provision of these Terms will be effective only if in writing and signed by an authorized representative of Company.
e. Force Majeure. Company shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials, or failures of public or private telecommunications networks.
f. Headings. The section titles in these Terms are for convenience only and have no legal or contractual effect.
g. Electronic Communications. When you use the Service or send emails, texts, or other electronic messages to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by email, by posting notices on the Service, or through other electronic means. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
h. No Third-Party Beneficiaries. Except as otherwise expressly provided in these Terms, there shall be no third-party beneficiaries to these Terms.
i. Contact Information. If you have any questions about these Terms or the Service, please contact us through the primary contact method specified on our website or at hello@upscaleai.app. For legal notices or service of process (other than DMCA notices, which should be sent as per Section 12), please contact us via mail at the address provided in Section 12 for Copyright Claims, or if an email is preferred for other legal matters, at hello@upscaleai.app.