Terms of Service

1.Acceptance of these terms

These Terms of Service (the Terms) form a binding agreement between you and 14930398 Canada Inc. (upAPI, we, us) and govern your access to and use of upapi.io, the marketplace, the gateway and dashboard at app.upapi.io, our APIs, and everything we make available through them (together, the Services).

By creating an account, generating an API key, or otherwise using the Services, you agree to these Terms and to our Privacy Policy, which is incorporated by reference. If you use the Services on behalf of an organization, you represent that you have authority to bind it, and you then refers to that organization.

If you do not agree to these Terms, do not use the Services.

2.What upAPI provides

upAPI is an API marketplace and gateway. We give you a single key and a unified interface to call many underlying APIs — yours and third-party or community-published ones — and we handle routing, authentication, metering, and rate limiting between you and those upstream providers.

We may add, change, or remove endpoints, providers, and features over time. Nothing in these Terms obliges us to keep any particular upstream API, endpoint, or capability available.

3.Accounts and eligibility

You need an account to use most of the Services. You agree to provide accurate information, keep it current, and you are responsible for everything that happens under your account.

• You must be at least 16 years old, or the age of digital consent where you live, to use the Services.
• You are responsible for safeguarding your credentials and for all activity under your account, whether or not you authorized it.
• Tell us promptly at support@upapi.io if you suspect unauthorized use of your account.

4.API keys and security

We issue API keys so we can identify, authenticate, meter, and rate-limit your requests. Treat every key as a secret.

• Keep keys server-side. As our documentation warns, a key should never be embedded in client-side code or a public repository.
• You are responsible for all usage and charges incurred under your keys, including by anyone you share them with.
• If a key is exposed, rotate it from the dashboard right away and let us know.

We may revoke or rotate keys if we believe they have been compromised or are being used in breach of these Terms.

5.Acceptable use

You agree not to use the Services to:

• break the law, infringe anyone's rights, or help someone else do so;
• transmit malware, attempt to gain unauthorized access to any system, or probe, scan, or test the vulnerability of the Services or any upstream provider without authorization;
• exceed, evade, or interfere with rate limits, plan quotas, or other technical or usage restrictions, including by sharing or rotating keys to do so;
• resell, sublicense, or redistribute the Services or your API access except as we expressly allow;
• place an unreasonable load on, disrupt, or degrade our infrastructure or that of any upstream provider;
• violate the terms, policies, or rate limits of any upstream API you reach through the gateway;
• send data you have no lawful right to send, or route sensitive data through an endpoint not intended for it; or
• misrepresent your identity or your affiliation with any person or organization.

We may investigate suspected misuse and cooperate with law enforcement where appropriate.

6.Marketplace and upstream APIs

Many endpoints in the marketplace are operated by third parties or published by other users. When you call one, your request is forwarded to that upstream provider, and your use of it is also subject to that provider's own terms and policies, which we do not control. It is your responsibility to review and comply with them.

We are a gateway, not the source of the upstream data or service. We do not warrant the accuracy, legality, availability, or quality of any third-party or community-published API, and we are not responsible for what an upstream provider does with the requests you route to it.

If you publish or contribute an API to the marketplace, you grant us the right to list it and route requests to it, you represent that you have the rights to do so and that it complies with applicable law, and additional publisher terms may apply.

7.Your data and content

You keep all rights to the data and content you submit to or route through the Services (Your Data). You grant us a worldwide, non-exclusive license to host, process, transmit, and display Your Data only as needed to operate and improve the Services and as described in our Privacy Policy.

You are responsible for Your Data — for having the rights and lawful basis to send it, and for the data you route to upstream providers on behalf of your own users. Where we process personal data on your behalf, we act as your processor, as set out in the Privacy Policy.

8.Plans, billing, and renewals

The Services are offered across tiers — currently Free, Starter, Pro, and Scale — with the features, request quotas, and rate limits described at our pricing page. Paid plans are subscriptions billed through our payment provider.

• Paid plans renew automatically at the end of each billing cycle until you cancel, and you authorize us to charge your payment method on a recurring basis.
• Fees are billed in advance and are stated exclusive of taxes, which you are responsible for.
• Upgrades, downgrades, and plan changes take effect as described in the dashboard; usage beyond your plan may be rate-limited or billed as overages where indicated.
• You can cancel anytime from the dashboard; cancellation stops future renewals, and you keep paid access until the end of the current period.
• Except where required by law, fees already paid are non-refundable.

We may change our prices or plan structure; changes apply to future billing cycles and we will give reasonable notice.

9.Intellectual property

The Services — including our software, gateway, marketplace, documentation, branding, and the look and feel of the site — belong to upAPI and our licensors and are protected by intellectual-property laws. Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable right to use the Services for their intended purpose.

You may not copy, modify, reverse-engineer, or create derivative works of the Services, or use our names or logos without our prior written permission. Any feedback you choose to send us, we may use without any obligation to you.

10.Availability, changes, and beta features

We work to keep the Services available and reliable, but we do not promise uninterrupted or error-free operation unless a separate written service-level agreement says otherwise. We may modify, suspend, or discontinue any part of the Services, and we may impose or adjust limits, at any time.

Some features may be offered as beta, preview, or experimental. They are provided as-is, may change or be withdrawn, and may be less reliable than generally available features.

11.Suspension and termination

You may stop using the Services and close your account at any time. We may suspend or terminate your access — in whole or in part, with or without notice — if you breach these Terms, if your use poses a risk to us, other users, or upstream providers, if payment fails, or as needed to comply with law.

On termination, your right to use the Services ends and we may delete Your Data in line with our Privacy Policy and retention practices. Terms that by their nature should survive — such as fees owed, intellectual property, disclaimers, limitation of liability, and indemnification — survive termination.

12.Disclaimers

The Services are provided as is and as available, without warranties of any kind, 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 Services will be uninterrupted, secure, or error-free, or that any result obtained through the gateway — including from any upstream API — will be accurate or reliable.

13.Limitation of liability

To the fullest extent permitted by law, upAPI and its officers, employees, and suppliers will not be liable for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, revenue, data, or goodwill, arising out of or relating to the Services or these Terms.

Our total liability for any claim relating to the Services will not exceed the greater of the amount you paid us for the Services in the twelve months before the event giving rise to the claim, or one hundred US dollars (US$100). Some jurisdictions do not allow certain limitations, so parts of the above may not apply to you.

14.Indemnification

You agree to indemnify and hold upAPI harmless from any claims, losses, liabilities, and expenses (including reasonable legal fees) arising out of your use of the Services, Your Data, your violation of these Terms, or your violation of any law or the rights of a third party, including any upstream provider.

15.Governing law and disputes

These Terms are governed by the laws of the Province of Ontario, Canada, without regard to its conflict-of-laws rules, and you and upAPI submit to the exclusive jurisdiction of the courts located in Ontario, Canada, except where mandatory local law gives you the right to bring proceedings elsewhere.

16.Changes to these terms

We may update these Terms from time to time. When we do, we will post the revised version here and update the date above; if a change is material, we will make reasonable efforts to let you know. By continuing to use the Services after an update takes effect, you accept the revised Terms.

17.Contact us

Questions about these Terms? Email us at support@upapi.io and we will be glad to help.