Terms of Service

Effective Date: [Date to be set at launch] Last Updated: [Date to be set at launch]

Agreement to Terms

These Terms of Service (“Terms”) constitute a legally binding agreement between you (“you” or “User”) and UMG Holdings, LLC, doing business as UpfrontOps (“UpfrontOps,” “we,” “us,” or “our”).

By accessing upfrontops.com (or upfrontoperations.com), creating an account, purchasing credits, or using any of our services, you agree to these Terms. If you do not agree, do not use our services.

These Terms apply to all users, including visitors, registered account holders, enterprise clients, and government customers.

Description of Services

AI Agent Marketplace

UpfrontOps operates an AI agent marketplace where you can browse, purchase, and run pre-built agents that perform business tasks. Agents span five categories:

• Enrichment — Data append, contact enrichment, firmographic data
• Research — Market research, competitive intelligence, prospect research
• Verification — Email validation, phone verification, data quality checks
• Sales — Outreach drafting, lead scoring, pipeline analysis
• Operations — CRM hygiene, workflow automation, reporting

Agents are priced in credits. You purchase credit packs, then spend credits to run agents. Each agent lists its credit cost per run (per record, per lookup, or per batch — depending on the agent).

Enterprise Consulting

We provide consulting services including AI engineering, revenue operations, and HubSpot implementation. Enterprise engagements are governed by these Terms plus any additional service agreement or statement of work.

Government Services

We serve federal, state, and local government clients under applicable procurement regulations. Government engagements may be subject to additional terms required by the contracting authority, which supersede these Terms where they conflict.

Service Delivery

Our services combine AI-powered automation with human oversight. We are transparent about our use of AI. Agent runs are primarily automated; consulting engagements include direct human involvement.

User Accounts

Account Creation

To purchase credits or run agents, you must create an account. You agree to:

• Provide accurate and current information
• Maintain and update your information as it changes
• Keep your credentials secure and confidential
• Notify us immediately of any unauthorized access at security@upfrontops.com
• Accept responsibility for all activity under your account

One account per person or entity. Shared accounts are not permitted.

Account Suspension and Termination

We may suspend or terminate accounts that:

• Violate these Terms or applicable law
• Engage in fraudulent or abusive activity
• Misuse agent services (excessive failed runs, scraping abuse, data harvesting in violation of third-party terms)
• Fail to pay for services
• Remain inactive for more than 24 months

You may close your account at any time by emailing hello@upfrontops.com. Upon closure, unused credits expire (see Payment Terms).

User Responsibilities

Acceptable Use

You agree to use our services only for lawful business purposes. You will not:

• Violate any applicable law, regulation, or third-party right
• Upload or submit data containing malware, viruses, or malicious code
• Attempt to reverse engineer, decompile, or extract source code from our agents or platform
• Circumvent security measures, rate limits, or access controls
• Use agents to build a competing product or service
• Resell agent outputs as a standalone data service without our written consent
• Submit data you do not have the right to process
• Use agents for purposes that violate the terms of upstream data sources
• Harass, abuse, or threaten our staff or other users

Data You Provide

You represent and warrant that:

• You have all necessary rights and permissions to provide data to our agents
• Your data does not infringe third-party intellectual property rights
• Your use of agent outputs complies with applicable laws (including CAN-SPAM, TCPA, GDPR, and CCPA where relevant)
• You will not provide data subject to regulatory restrictions (HIPAA, ITAR, EAR) without a separate agreement

Compliance

You are responsible for compliance with all laws applicable to your use of our services, including data protection regulations, export controls, anti-spam laws, and industry-specific requirements.

Payment Terms

Credit Packs

Agent runs are paid for using credits purchased in advance:

Prices are in US dollars. Pricing may change; changes do not affect credits already purchased.

Credit Usage

• Credits are consumed when an agent run completes successfully
• Failed runs do not consume credits — you are only charged for successful results
• Credit costs vary by agent and are displayed before each run
• Credits are non-transferable between accounts

Credit Expiration

• Credits expire 12 months from the date of purchase
• Expired credits cannot be refunded or reinstated
• Upon account closure, unused credits are forfeited

Refunds

Credit Pack Purchases:

• Unused credit packs may be refunded within 14 days of purchase if no credits have been consumed
• Partially used credit packs are not refundable
• Credits consumed on failed runs (which are free) do not count as “consumed” for refund purposes

Enterprise Consulting:

• Refunds are governed by the applicable statement of work or service agreement

Payment Processing

• Payments are processed by Stripe (PCI DSS Level 1 certified)
• We accept major credit cards and ACH for qualified accounts
• Government purchase orders are accepted for qualifying entities

Billing Disputes

Billing disputes must be raised within 30 days of the charge. Email billing@upfrontops.com with your account email and the transaction in question.

Intellectual Property

What We Own

UpfrontOps retains all rights, title, and interest in:

• Our platform, website, software, and technology
• Our AI agents, models, algorithms, and methodologies
• Our trademarks, logos, and branding (including “UpfrontOps” and “AgentOps”)
• General knowledge, techniques, and processes developed in the course of providing services

Nothing in these Terms grants you any right to our intellectual property beyond the limited licenses described below.

What You Own

You retain all rights to:

• Data you provide as agent input
• Content you create independently
• Your trademarks and branding
• Your confidential business information

Agent Run Outputs

Marketplace agent outputs: Upon successful completion and credit deduction, you own the specific output data generated by agent runs on your input data. We retain no rights to your specific outputs, but we retain rights to our underlying agents, algorithms, and processes that generated those outputs.

Enterprise deliverables: Ownership is governed by the applicable statement of work. Absent specific terms: you own custom deliverables upon payment; we retain rights to our pre-existing materials, tools, and general methodologies.

License Grants

You grant us: A limited, non-exclusive license to process your input data solely to run the agents you request and deliver outputs to you. This license terminates when the agent run completes and outputs are delivered.

We grant you: A limited, non-exclusive, non-transferable license to use agent outputs and deliverables for your internal business purposes.

Feedback

If you provide feedback, suggestions, or ideas about our services, we may use them without obligation to you. Do not send us feedback you consider confidential.

Confidentiality

Our Obligations

We will:

• Protect your confidential information with reasonable security measures
• Use confidential information only to provide the services you request
• Not disclose confidential information to third parties except as necessary to deliver services (e.g., cloud infrastructure providers bound by confidentiality)
• Delete or return confidential information upon request, subject to legal retention requirements

Your Obligations

You will not disclose our confidential information, including non-public pricing, platform architecture details, or agent methodology specifics shared during enterprise engagements.

Exclusions

Confidentiality does not apply to information that:

• Is or becomes publicly available through no fault of the receiving party
• Was known to the receiving party before disclosure
• Is independently developed without reference to the disclosing party’s information
• Is disclosed with written consent
• Must be disclosed by law, regulation, or court order (with prompt notice to the other party where permitted)

Warranties and Disclaimers

Our Warranties

We warrant that:

• Services will be performed with reasonable skill and care
• Agent outputs will be generated using the methodology described in each agent’s documentation
• We have the right to provide the services offered

Disclaimer

EXCEPT AS EXPRESSLY PROVIDED ABOVE, ALL SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. WE DISCLAIM ALL IMPLIED WARRANTIES INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

We do not warrant that:

• Services will be uninterrupted, timely, or error-free
• Agent outputs will be accurate, complete, or suitable for your specific purpose
• All defects or errors will be corrected
• The platform will be free of viruses or harmful components

AI Output Limitations

You acknowledge that:

• AI-generated outputs may contain inaccuracies or errors
• Agent outputs are tools to assist your business decisions, not professional advice (legal, financial, medical, or otherwise)
• You are responsible for verifying critical information before acting on it
• Output quality depends in part on the quality of input data you provide

Limitation of Liability

Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL AGGREGATE LIABILITY FOR ANY CLAIMS ARISING FROM OR RELATED TO THESE TERMS OR OUR SERVICES SHALL NOT EXCEED THE GREATER OF: (A) THE AMOUNTS YOU PAID TO US IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) $100.

Exclusions

IN NO EVENT SHALL WE BE LIABLE FOR:

• Indirect, incidental, special, consequential, or punitive damages
• Lost profits, revenue, data, or business opportunities
• Business interruption or loss of goodwill
• Cost of procurement of substitute services
• Damages arising from your reliance on agent outputs without independent verification
• Damages from unauthorized access to your account due to your failure to secure credentials

Exceptions

These limitations do not apply to:

• Liability that cannot be limited under applicable law
• Our gross negligence or willful misconduct
• Our breach of confidentiality obligations
• Our indemnification obligations for IP infringement claims

Indemnification

Your Indemnification

You agree to indemnify, defend, and hold harmless UpfrontOps, its officers, directors, employees, and agents from any claims, damages, losses, and expenses (including reasonable legal fees) arising from:

• Your use of our services in violation of these Terms
• Your violation of any applicable law or third-party right
• Data you provide that infringes third-party rights
• Your use of agent outputs in violation of applicable law

Our Indemnification

We will indemnify you against third-party claims that our platform or agents infringe a valid US patent, copyright, or trade secret, provided you: (a) promptly notify us, (b) give us sole control of the defense, and (c) cooperate with us. This obligation does not apply to claims arising from your data, your modifications, or use in combination with third-party products.

Dispute Resolution

Informal Resolution First

Before filing any formal proceeding, contact legal@upfrontops.com describing the dispute. Both parties agree to attempt good-faith resolution for at least 30 days before pursuing other remedies.

Binding Arbitration

Disputes not resolved informally shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. Arbitration will take place in Sheridan, Wyoming, or by mutual agreement, remotely via videoconference.

The arbitrator’s decision is final and binding. Judgment on the award may be entered in any court of competent jurisdiction.

Class Action Waiver

YOU AND UPFRONTOPS AGREE THAT DISPUTES WILL BE RESOLVED ON AN INDIVIDUAL BASIS ONLY. YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION, CLASS ARBITRATION, OR REPRESENTATIVE PROCEEDING.

Exceptions to Arbitration

Either party may seek injunctive or equitable relief in a court of competent jurisdiction for:

• Intellectual property infringement or misappropriation
• Breach of confidentiality obligations
• Unauthorized access to systems or data

Small Claims

Either party may bring qualifying claims in small claims court as an alternative to arbitration.

Governing Law

These Terms are governed by the laws of the State of Wyoming, without regard to conflict-of-law principles. For matters not subject to arbitration, exclusive jurisdiction lies in the state and federal courts located in Sheridan County, Wyoming.

Changes to These Terms

We may modify these Terms at any time. Changes take effect when posted with a new “Last Updated” date.

For material changes (new payment terms, liability adjustments, dispute resolution modifications), we will provide at least 30 days’ notice via email to your account address or prominent notice on our website.

Continued use of our services after changes take effect constitutes acceptance. If you disagree with any changes, your sole remedy is to stop using our services and close your account.

General Provisions

Entire Agreement. These Terms, our Privacy Policy, and any applicable statement of work or service agreement constitute the entire agreement between you and UpfrontOps. They supersede all prior agreements and understandings.

Severability. If any provision is found unenforceable, the remaining provisions continue in full force and effect. The unenforceable provision will be modified to the minimum extent necessary to make it enforceable.

Waiver. Failure to enforce any right or provision is not a waiver of that right or provision. A waiver is only effective if made in writing.

Assignment. You may not assign or transfer these Terms without our written consent. We may assign these Terms to a successor in connection with a merger, acquisition, or sale of substantially all assets, with notice to you.

Force Majeure. Neither party is liable for delays or failures due to causes beyond reasonable control, including natural disasters, war, terrorism, government action, pandemic, internet outages, or third-party service provider failures.

Notices. Notices to us: legal@upfrontops.com or mail to our address below. Notices to you: email to your account address. Email notices are deemed received on the day sent.

No Third-Party Beneficiaries. These Terms do not create rights for any third party.

Headings. Section headings are for convenience only and do not affect interpretation.

Contact

Legal Questions Email: legal@upfrontops.com Mail: UMG Holdings, LLC, 30 N Gould St, Ste R, Sheridan, WY 82801

Billing Questions Email: billing@upfrontops.com

General Questions Email: hello@upfrontops.com

Security Concerns Email: security@upfrontops.com

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