Upsello

Terms of Service

Published, Effective, and Updated: March 13, 2026

Agreement Structure & Contracting Parties

These Terms and Conditions are published on March 13, 2026. Your privacy is of vital importance. Last Updated: March 13, 2026 Effective Date: March 13, 2026 These Terms of Service constitute a legally binding agreement between you or the entity you represent (hereinafter "You" or "Your") and Zhongju (Fujian) Intelligent Technology Co., Ltd. (hereinafter "Upsello") regarding your access to and utilization of Upsello online products and services. This agreement comprises the general provisions below ("General Terms") and applicable service-specific supplements ("Specific Service Terms"), jointly referred to as the "Terms". In the event of any conflict between the General Terms and Specific Service Terms, the Specific Service Terms shall govern.

Acceptance of Terms & Crucial Risk Notices

You must be of legal age of majority in your jurisdiction to accept these Terms. If you do not agree with these Terms of Service, do not access or utilize any Upsello services. If you accept the General Terms but reject specific service terms, refrain from using the corresponding specific services. SPECIAL NOTICE: Clauses that limit or exclude Upsello's liability, increase your responsibilities, or restrict statutory rights (including but not limited to the general liability caps and the dedicated risks associated with the "Enterprise WeChat (WeCom) Batch Messaging Auxiliary Tool") are prominently emphasized. You must review these provisions attentively. By accessing or using Upsello services, or by clicking "I Agree", checking an acceptance checkbox, or completing registration, you confirm that you have carefully read, fully comprehended, and unconditionally accepted all provisions of these Terms. Enterprise WeChat (WeCom) Auxiliary Tool Notice: You acknowledge that utilizing this tool requires strict adherence to official WeCom service standards and applicable statutory laws. If failure to comply results in regulatory sanctions, account suspensions, or damages, you voluntarily assume all legal risks and agree to bear sole and exclusive liability.

Service Scope & SPU / AI Training Guidelines

We deliver an array of online solutions, including predictive data analytics, reporting dashboards, browser extensions, customer ticketing, multi-channel support automation, and the Enterprise WeChat Batch Messaging Auxiliary Tool (collectively, "Services"). Services may be accessed for individual or corporate purposes via standard web browsers. You are responsible for procuring adequate internet connectivity and computing equipment required to use our solutions. You may create, publish, and share content within your authenticated account. Specific Note on WeCom Tool: The Enterprise WeChat Batch Messaging Auxiliary Tool functions solely as technical middleware to enhance messaging productivity. Upsello provides pure technical execution and does not participate in content drafting, editorial review, or delivery targeting. You warrant that you will utilize this tool strictly in compliance with WeCom platform policies and applicable advertising regulations. You shall not transmit unsolicited commercial advertisements, illicit materials, or spam. Any administrative penalties, disputes, or third-party claims arising from your use of this tool shall remain your sole liability, without any recourse to Upsello. SPU and AI Training Rules: For services involving Standard Product Unit (SPU) data ingested for AI model training or conversational product associations, the following rules apply: 1. Uploaded SPU counts must not exceed the numerical quota allocated to your active subscription plan. Excess SPUs and their associated SKUs will be excluded from AI training datasets, rendering the AI assistant unable to index or retrieve those products during customer inquiries; 2. You warrant that all uploaded SPU and SKU records are genuine, accurate, and lawful, without infringing third-party intellectual property or publicity rights. Any training anomalies, incorrect conversational responses, or third-party disputes caused by non-compliant data submissions shall be borne entirely by you.

Beta Services & Evaluation Disclaimers

We may periodically offer closed or public evaluation features ("Beta Services") for testing and feedback. You acknowledge that Upsello retains sole discretion to determine testing durations and commercialization viability. Participation in Beta testing imposes no obligation to purchase commercial licenses. Upsello reserves the right to suspend or discontinue Beta features at any time upon prior notice (except in emergencies). Beta Warranty Disclaimer: Beta Services are provided strictly "AS-IS" without warranties of any kind, whether express or implied, regarding reliability, uninterrupted availability, or accuracy. In the event of direct property losses attributable solely to Upsello's intentional misconduct or gross negligence, Upsello's aggregate liability shall not exceed the actual fees paid by you for evaluating such Beta Service. Upsello assumes no liability for losses resulting from user error, hardware malfunctions, or third-party dependencies. Statutory liabilities for personal injury remain unaffected by this limitation.

Modifications to Terms & Pro-Rata Refunds

We may revise these Terms periodically with advance notification delivered via service dashboards, email bulletins, or portal popups. Any such method constitutes valid legal delivery. If substantial changes materially curtail your existing rights, we will provide at least 30 days' advance notice to your primary registered email address. If an amendment substantially impairs your service usage, you maintain the right to terminate your subscription by delivering written email notice to Upsello within 30 days of receiving notification. Upon such termination, you are entitled to a pro-rata refund of any prepaid, unutilized service fees. Continued utilization following the effective modification date constitutes full acceptance of the updated Terms.

Account Registration & Zhongju Technology Authorization

To access Upsello services, you must register a valid user account. For corporate users, we strongly advise registering using official corporate email domains and corporate contact details. You agree to: 1) Provide accurate, truthful, current, and complete registration information; 2) Promptly update your account details upon any change to ensure ongoing accuracy. If Upsello has reasonable grounds to suspect that submitted information is fraudulent, inaccurate, obsolete, or incomplete, we reserve the right to suspend or terminate your account and decline all current or future access. Notice of Authorization: By agreeing to these Terms, you formally authorize Zhongju (Fujian) Intelligent Technology Co., Ltd. ("Zhongju Technology") to transmit your profile data (including primary/sub-account IDs, country, language, email, mobile number, and subscription tier) to Upsello for account provisioning and service enablement.

Organizational Accounts & Administrator Roles

When creating an account on behalf of an enterprise or institution, you may designate one or more system administrators authorized to configure services and manage organizational seats. If an account is provisioned by a third party on your behalf, that third party may assume administrative control; you must execute appropriate contractual agreements governing their administrative bounds. Your Responsibilities: You are obligated to: (1) maintain strict confidentiality of master credentials; (2) designate verified personnel as administrators; and (3) ensure all activities conducted under your organization comply with these Terms. Upsello is not liable for internal organizational governance or unauthorized administrative actions. You are responsible for retaining control of administrator credentials. In the event of lost credentials, you may email [email protected] to initiate verification and credential recovery. Where designated recovery protocols are absent, Upsello may restore access upon receiving conclusive proof of corporate authority. You hold Upsello harmless against claims arising from good-faith administrative restoration efforts.

Personal Information & Privacy Compliance

The processing of personal data submitted to Upsello is governed by the Upsello Privacy Policy, accessible via our official platform links. Using our Services constitutes full acceptance of the Privacy Policy. Upsello pledges to process personal information in strict accordance with statutory standards and our Privacy Policy, limiting data retention to the minimal timeframe necessary for service fulfillment. Cross-border transfers comply with the PIPL and applicable international standards. You may exercise statutory data subject rights (access, correction, deletion, consent revocation) by writing to [email protected]. You are responsible for safeguarding your credentials and remain liable for all actions executed under your authenticated sessions. If unauthorized account usage is detected, notify Upsello immediately at [email protected] to implement protective measures. Upsello is not liable for compromises stemming from user negligence, provided that Upsello remains liable for direct damages caused by our own intentional breach or gross negligence.

System Announcements & Complaint Procedures

• Service Announcements: Our services incorporate mandatory administrative announcements, release advisories, and service status updates. You acknowledge that operational notices form an integral component of the service. You may opt out of corporate newsletters, but administrative bulletins cannot be disabled. • Complaint Handling Workflow: If Upsello receives third-party complaints concerning your account activity, we will forward the core allegations to your primary registered email address within 3 business days. You must directly respond to the complainant and copy [email protected] with evidentiary records within 10 business days. Failure to respond or provide proof within this window entitles Upsello to suspend affected services without disclosing your personal details to the complainant. In judicial proceedings, Upsello will furnish records strictly within the bounds mandated by binding court orders.

Fees, Payments, Grace Periods, and Refunds

Upsello offers subscriptions on monthly or annual billing cycles. Subscriptions must be renewed prior to expiration to maintain feature access. A 14-day grace period is granted following expiration, during which your existing service level is preserved. If renewal is not completed before the grace period elapses, your account will be automatically downgraded to the free tier. Refund Requests: Refund applications must be submitted via email to [email protected] within 10 calendar days of initial purchase. Upon verification that services were not substantially utilized, approved refunds will be processed within 30 business days. Price Adjustments: We reserve the right to revise pricing for future subscription terms. Price increases will not take effect until the expiration of your currently active paid billing period. SPU Quota Expansion: To upgrade your SPU capacity limits for extended AI model training, subscriptions can be augmented via the platform's designated SPU Upgrade Channels. Upgrades take effect in accordance with real-time checkout terms without affecting active baseline subscriptions.

Acceptable Use Policy & Restrictions

In addition to all other stipulations herein, you shall not: (i) Resell, sublicense, lease, or distribute the Services to unauthorized third parties; (ii) Provide commercial services built on Upsello infrastructure without prior written authorization; (iii) Embed links to third-party portals without accepting their applicable terms; (iv) Display third-party trademarks, logos, or corporate titles without explicit authorization; (v) Disclose confidential or personal records of third parties without lawful consent; (vi) Launch attacks, inject malware, execute denial-of-service attempts, or disrupt Upsello server clusters, networks, or computing resources; (vii) Scrape, harvest, or extract data from Upsello repositories through unauthorized automation; (viii) Violate privacy rights, consumer protection statutes, or criminal codes; (ix) Exceed assigned SPU storage limits or circumvent restrictions via SPU splitting, duplicated uploads, or manipulative hashing. Where Upsello identifies circumvention based on verified technical logs, we reserve the right to throttle or suspend services. Users may submit an appeal within 2 calendar days of notification.

Specific Supplemental Terms: WeCom Batch Messaging Tool

1. Compliance Standards & Risk Warnings: You acknowledge that utilizing the WeCom Batch Messaging Auxiliary Tool requires strict adherence to official Tencent Enterprise WeChat service guidelines and community policies, including: (1) single customers may receive bulk messages no more than once per week; (2) bulk messages must not be targeted at recipients who have not added your corporate enterprise account. Account suspensions, customer list forfeitures, or operational freezes resulting from non-compliance remain your sole responsibility. You shall not dispatch fraudulent claims, misleading promotions, or unconsented marketing messages. You agree to hold Upsello harmless from all third-party actions or regulatory penalties. 2. Risk Allocation & Indemnification: • Any direct or consequential losses—including account terminations, data corruption, client churn, or commercial disruptions—arising from tool utilization are borne exclusively by you; • If your illicit usage leads to regulatory fines, judicial sanctions, or third-party claims against Upsello, you shall fully indemnify Upsello for all incurred damages (including legal fees, court costs, and penalties); • For damages arising from verified software defects, Upsello's liability is strictly limited to the cumulative fees paid by you for the specific messaging tool, excluding defects arising from platform API updates, external cyberattacks, or improper user operation; • Statutory liabilities for personal injury remain subject to mandatory statutory laws. Except in cases of proven intentional harm or gross negligence, Upsello disclaims all liability for consequences of using this tool. 3. Data Confidentiality and Ephemeral Processing: You are responsible for securing customer phone numbers and account identifiers. You shall not request Upsello to store sensitive personal information (such as national ID numbers, bank accounts, or raw credentials). Upsello processes messaging data ephemerally only to execute immediate transmissions under encrypted memory buffers and deletes transient records immediately upon job completion without retaining permanent copies. Both parties maintain strict mutual confidentiality over proprietary business information.

Data Backup Obligations

You maintain sole responsibility for periodically archiving and backing up all data generated, processed, or stored within Upsello services. Upsello provides infrastructure stability but does not assume independent data preservation covenants. In the event of data destruction, corruption, or loss (resulting from hardware faults, third-party intrusion, or technical failures), Upsello's total liability—where caused by our gross negligence or willful default—is capped at the actual service fees paid by you for the affected billing term. Otherwise, Upsello bears no liability. SPU AI Training Data Backups: You must maintain independent external backups of SPU specifications and SKU datasets. Upsello disclaims responsibility for restoring AI training models or SPU records excluded due to quota overages or purged following subscription expiration, unless directly caused by our proven intentional fault.

Account Suspension, Termination & Data Migration

• Suspension: If Upsello identifies service abuse or contractual breaches, we will issue a rectification notice requiring remediation within 5 business days. Failure to rectify entitles Upsello to suspend access. In urgent situations involving severe legal exposure or imminent third-party harm, services may be halted immediately, with written rationale provided within 24 hours. • Termination: Upsello may terminate your account immediately upon written notice if: (i) you engage in severe service abuse or statutory violations; (ii) billing payments fail or are revoked; or (iii) material terms of this agreement are breached. • 60-Day Data Migration Window: Following account cancellation, Upsello provides a 60-day transitional window during which you may request a complete data export by writing to [email protected]. You are responsible for exporting all required files prior to account expiration. Upon the conclusion of the 60-day period, all associated records will be permanently erased.

Compliant Data Destruction & Over-Quota SPU Purge

• Permanent Erasure Standard: Data deletion is executed using irreversible cryptographic wiping, with audit logs retained for 15 days to facilitate regulatory review. • Automated SPU Purge: If a subscription expires without timely renewal while SPU counts exceed the free tier allowance, our automated lifecycle engine will permanently erase excess SPU training datasets. Advance notice detailing the purge scope and deadline will be transmitted to your registered email address, allowing you to upgrade your quota or prune excess records prior to deletion. Transmissions to your registered address constitute effective delivery.

Intellectual Property Rights & Force Majeure

• Intellectual Property: You acknowledge that all patents, trademarks, copyrights, trade secrets, software code, UI designs, and underlying architectures associated with Upsello Services remain the exclusive property of Upsello and its licensors. Nothing in these Terms grants you ownership or assignment of our intellectual assets. Infringement claims may be directed in writing to [email protected] for investigation. • Force Majeure: Neither party shall be liable for non-performance or service interruptions caused by events beyond reasonable control, including natural disasters, acts of government, telecommunications grid failures, major upstream network blackouts, or war, provided the affected party takes prompt measures to mitigate downstream impact.

Limitation of Liability

To the maximum extent permitted by governing law, Upsello and its subsidiaries, affiliates, directors, and licensors shall not be liable for indirect, incidental, special, consequential, punitive, or exemplary damages (including lost profits, goodwill impairment, data loss, or business interruption). Upsello's aggregate cumulative liability arising from or related to these Terms or the Services shall not exceed the total fees actually paid by you to Upsello during the 12 months immediately preceding the incident giving rise to liability. Exceptions: Limitations shall not apply to damages caused by Upsello's intentional misconduct or gross negligence, or liabilities that cannot be lawfully excluded under applicable consumer or personal injury statutes. Liabilities concerning the WeCom tool and SPU data allocations remain strictly governed by their dedicated clauses.

Notices & Dispute Resolution Jurisdiction

• Notices: Formal legal notices will be transmitted to your registered account email and take legal effect upon electronic transmission. • Governing Law & Jurisdiction: These Terms are governed by and construed in accordance with the laws of the People's Republic of China, without regard to conflict-of-law principles. Any dispute arising out of or in connection with these Terms shall first be resolved through friendly negotiations. If negotiations fail, disputes shall be submitted exclusively to the people's court having jurisdiction over Upsello's corporate headquarters in Fuzhou, Fujian Province, China.

General Provisions, Declaration of Consent, and Contact Details

• Entire Agreement: These Terms constitute the complete understanding between you and Upsello regarding service usage, superseding all prior oral or written understandings. If any provision is deemed unenforceable, the remaining provisions remain in full force. Failure to enforce any right does not constitute a waiver. • Declaration of Consent: By accepting, I confirm that I have thoroughly evaluated, understood, and agreed to all provisions of these Terms of Service, including the General Terms, the Specific Supplemental Terms for the Enterprise WeChat Batch Messaging Tool, and SPU AI Training rules. I specifically acknowledge that: 1. I am fully cognizant of Tencent WeCom messaging frequency limits (including limits on weekly broadcasts and Moments feed caps) and commit to strict adherence; 2. I fully understand all liability disclaimers, liability caps, and customer indemnification covenants; 3. I voluntarily access the Services, agree to uphold applicable statutory laws, and assume full operational and legal liability for activities conducted under my account. • Inquiries: Questions regarding these Terms may be directed to: [email protected].