Terms of Service & Master Service Agreement قواعد واضحة لمساحة عمل عادلة وموثوقة.

Version: 2.1.0  |  Effective Date: October 2026  |  Status: Legally Binding Master Service Agreement

1. "AS IS" and "AS AVAILABLE" Provision

The Upinno platform, cloud infrastructure, AI processing pipelines, automated chatbots, and APIs are provided strictly on an "AS IS" and "AS AVAILABLE" basis. To the maximum extent permitted by applicable law, Upinno disclaims all warranties and representations of any kind, whether express, statutory, or implied, including without limitation warranties of merchantability, fitness for a particular purpose, uptime reliability, uninterrupted operation, or error-free performance.

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2. Absolute Third-Party Platform Disclaimer (Meta, WhatsApp, Telegram)

1. Independent Infrastructure: Upinno is an independent software technology provider and maintains no affiliation, official sponsorship, joint venture, or endorsement with Meta Platforms, Inc. (Instagram, WhatsApp, Facebook), Telegram FZ-LLC, or TikTok Inc.

2. No Anti-Ban Guarantee: Customer expressly acknowledges that social networks frequently and unilaterally modify their Developer Policies, anti-automation algorithms, message rate limits, and security protocols.

3. Upinno provides no warranty whatsoever against account blocks, message throttling, action blocks, shadowbans, or permanent account terminations executed by third-party networks. The Customer assumes 100% of the operational risk of connecting any account or page to Upinno and waives all claims for direct, indirect, or consequential damages resulting from third-party enforcement actions.

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3. Artificial Intelligence Limitations & Compliance (EU AI Act)

1. Supervisory Control (Human-in-the-Loop): Upinno’s generative AI modules rely on probabilistic large language models (LLMs). The Customer operates as the sole supervisory controller of all autonomous chat replies, product catalogs, and commercial disclosures.

2. AI Hallucinations & Commercial Disclaimers: Upinno disclaims all liability for incorrect price quotations, unauthorized discount offers, hallucinations, or unintended commercial commitments made by autonomous chatbots in direct messages.

3. Transparency Obligations (EU AI Act - Regulation (EU) 2024/1689): Customer warrants and covenants that it shall transparently notify end-consumers that they are interacting with an artificial intelligence system where required under Article 50 of the EU AI Act.

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4. Data Privacy & GDPR Data Processing Terms (Regulation (EU) 2016/679)

1. Controller vs. Processor Roles: With respect to end-user personal data processed via social channels, the Customer acts as the Data Controller (Article 4(7) GDPR) and Upinno acts solely as the Data Processor (Article 4(8) GDPR).

2. Standard Processing Terms (Article 28(3) GDPR): Upinno processes end-user data strictly pursuant to documented instructions from Customer. Upinno implements technical and organizational safeguards including AES-256 encryption at rest for access tokens and TLS 1.3 in transit.

3. Authorized Sub-processors: Customer authorizes Upinno to engage reputable cloud hosting and AI infrastructure sub-processors (e.g., Hetzner Online GmbH, OpenRouter, payment gateways) under equivalent data protection terms.

4. No Model Training: Upinno does not train proprietary public foundation models on private customer direct messages or proprietary product catalogs.

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5. Hosting Safe Harbor (EU Digital Services Act - Regulation (EU) 2022/2065)

1. Upinno operates as an intermediary hosting service provider pursuant to Articles 4 to 6 of the EU Digital Services Act (DSA). Upinno does not actively monitor, endorse, or verify user-generated campaigns.

2. Notice-and-Takedown (Article 16 DSA): Rights-holders or regulatory authorities may submit verified notices of alleged copyright infringement or illegal content to [email protected]. Upinno reserves the right to immediately suspend violating accounts without refund.

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6. Machine Vision OCR & Payment Slips Disclaimer

The machine-vision OCR utility is strictly an assistive optical character extraction tool and does not constitute banking settlement verification, fraud prevention, or financial clearing. The Customer bears sole responsibility for verifying received bank transfers prior to shipping goods. Upinno disclaims all liability for fraudulent receipts, wire fraud, or chargebacks.

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7. Data Pruning and Automated Account Housekeeping

1. 90-Day Automated Pruning: To maintain security and minimize data exposure, direct message logs, bot interaction histories, and comments older than ninety (90) days are automatically and irrevocably purged from active production databases.

2. In the event of subscription lapse exceeding three (3) months, Upinno reserves the right to permanently delete customer workspace data, uploaded media, and AI persona configurations.

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8. Limitation of Liability and Cumulative Aggregate Cap

1. Waiver of Consequential Damages: To the maximum extent permitted by applicable law, in no event shall Upinno, its affiliates, directors, or infrastructure suppliers be liable for any lost profits, lost revenues, loss of goodwill, lost data, business interruption, or special, indirect, punitive, or consequential damages.

2. Financial Aggregate Cap: Upinno’s cumulative aggregate liability arising out of or related to these Terms, whether in contract, tort (including negligence), or strict liability, shall be strictly capped at the lesser of:

• (a) The total subscription fees actually received by Upinno from Customer in the three (3) months immediately preceding the claim; or
• (b) $100.00 USD (One Hundred US Dollars).

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9. Fees and Statutory Withdrawal Waiver (EU Directive 2011/83/EU)

All subscription payments, token packages, and computational fees are non-refundable. Pursuant to Article 16(m) of EU Consumer Rights Directive 2011/83/EU, the Customer expressly requests immediate performance of the digital services upon payment and expressly waives any statutory right of withdrawal once digital tokens or cloud services are provisioned.

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10. Customer Indemnification

Customer shall defend, indemnify, and hold harmless Upinno, its officers, employees, and cloud partners against any third-party claims, liabilities, damages, fines, and legal costs arising from: (a) Customer’s breach of these Terms, spam violations, or Meta Developer Policies; (b) Intellectual property infringement in Customer campaigns; or (c) Consumer disputes arising from Customer’s social commerce storefront.

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11. Governing Law, Binding Arbitration (DIAC 2022), and Class Action Waiver

1. Governing Law: These Terms shall be governed by and construed in accordance with the laws of the Dubai International Financial Centre (DIFC) / English Common Law, excluding conflict of laws rules.

2. Binding Arbitration: Any dispute, controversy, or claim arising out of or relating to this contract shall be referred to and finally resolved by arbitration administered by the Dubai International Arbitration Centre (DIAC) in accordance with the DIAC Arbitration Rules 2022. The seat of arbitration shall be the DIFC (Dubai). The language of arbitration shall be English, and proceedings shall be conducted before a single arbitrator.

3. Class Action Waiver: Customer agrees that any proceedings shall be conducted strictly in an individual capacity and not as a plaintiff or class member in any purported class, collective, or representative proceeding.

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