Terms of Service

Last updated: July 7, 2026

These Terms of Service (“Terms”) govern your access to and use of the UpSailor AI website at upsailor.ai, the UpSailor development platform, APIs, tools, AI agent-building capabilities, and all related services (the “Platform”) provided by UpSailor AI Ltd., a company incorporated under the laws of the State of Israel (“UpSailor”, “we”, “us”, or “our”).

By creating an account, accessing, or using the Service, you (“User”, “you”, or “your”) agree to be bound by these Terms. If you use the Service on behalf of an organization, you represent that you have authority to bind it, and “you” includes that organization. You also acknowledge that you have read and agree to our Privacy Policy, available at upsailor.ai/privacy, which is incorporated into these Terms. Your continued use of the Service constitutes acceptance of these Terms and the Privacy Policy, as amended from time to time.

1. The Service

UpSailor provides a development platform primarily for developers building e-commerce websites. The Platform enables Users to build, customize, and deploy e-commerce sites using UpSailor’s infrastructure, and to develop, configure, and integrate personalized AI agents (“Agents”) within those sites. The Service may include code generation and editing tools, AI agent development and deployment capabilities, hosting, APIs, templates, plug-ins, and other tools or features made available by UpSailor from time to time.

1.1 AI Limitations

You acknowledge and agree that the Platform uses artificial intelligence and machine learning technologies, including large language models, that are subject to inherent limitations. Without limiting Section 11 (Disclaimers), you acknowledge that: (a) code, Agents, and other outputs generated by or through the Platform (“AI Outputs”) may contain errors, vulnerabilities, inaccuracies, or misleading information; (b) AI Outputs may be repetitive, suboptimal, or fail to account for context, edge cases, or best practices; (c) AI Outputs may be similar or identical to outputs provided to other Users; (d) AI models may generate code that infringes third-party intellectual property rights; and (e) the quality, accuracy, and reliability of AI Outputs are not guaranteed. You are solely responsible for reviewing, testing, validating, and determining the suitability of all AI Outputs before deploying or relying on them.

1.2 Automated Agent Deployment and Code Execution

The Platform may allow Agents or code to be deployed, executed, or operated automatically, including in real-time interactions with end-users of your website(s), without manual review of each action or output (“Automated Execution Features”). By enabling or using any Automated Execution Feature, you acknowledge and agree that: (a) you assume all risks associated with the automated deployment and execution of AI-generated code and Agents, including outages, defects, data loss, security vulnerabilities, unauthorized actions, incorrect outputs, and unintended end-user interactions; (b) you are solely responsible for implementing appropriate safeguards, testing, monitoring, human oversight, and fail-safe mechanisms; (c) UpSailor shall have no liability for any damage, loss, or claim arising from or related to the operation of any Agent or the automated execution of any code; and (d) you shall indemnify UpSailor against any claim by any end-user or third party arising from the actions or outputs of any Agent or automatically executed code deployed through your use of the Platform.

2. Accounts

You must provide accurate and current information when creating an account, safeguard your credentials and remain responsible for all activity under your account, be at least 18 years old (or the age of digital consent in your jurisdiction) to use the Service, and promptly notify us at support@upsailor.ai of any unauthorized access.

3. Acceptable use

You agree not to:

• Use the Platform to develop, deploy, or distribute any application, website, or Agent that is unlawful, infringes third-party intellectual property rights, violates privacy rights, distributes malware, or otherwise violates applicable law.
• Reverse engineer, decompile, disassemble, probe, or interfere with the Platform, its infrastructure, source code, algorithms, or AI models, except to the extent expressly permitted by mandatory applicable law.
• Use the Platform to build a product or service that competes with UpSailor, or to scrape, copy, benchmark, or republish any part of the Platform, its outputs, models, or documentation at scale or for competitive purposes.
• Submit, process, or store personal data of third parties through the Platform or any Agent developed through it unless you have a lawful basis under applicable data protection law, have provided all required notices, and have obtained all necessary consents.
• Misrepresent any AI Agent or AI-generated content as human-created in violation of applicable consumer protection, transparency, or AI disclosure laws.
• Circumvent or attempt to circumvent any technical limitations, usage quotas, security measures, or access restrictions implemented by UpSailor.
• Use the Platform or any Agent in violation of applicable export control, sanctions, or anti-money laundering laws.
• Upload, submit, process, or store through the Platform or any Agent any sensitive or regulated data requiring heightened legal, regulatory, or security protections, including medical, financial, payment card, government-restricted, or similar data (“Sensitive Regulated Data”), without UpSailor’s prior written consent and appropriate supplemental security arrangements. You are solely responsible for ensuring that no Sensitive Regulated Data is processed through the Platform in violation of this restriction.

4. Customer Content and User Data

Subject to Section 5 below (Code and Output Ownership), you retain ownership of the content, data, product listings, images, and other materials you upload to or create within the Service (“Customer Content”). You grant UpSailor a worldwide, royalty-free, non-exclusive, sublicensable license to host, store, process, display, reproduce, modify, and create derivative works of Customer Content solely as reasonably necessary to provide, operate, maintain, secure, and improve the Service. You represent and warrant that you have all necessary rights to grant this license and that your Customer Content does not infringe any third-party rights. We do not use Customer Content to train generalized AI models unrelated to the Service.

5. Code and Output Ownership

5.1 Ownership

All code, scripts, configurations, Agent definitions, workflows, templates, and other technical output generated by, through, or with the assistance of the Platform (collectively, “Platform Output”) remain the sole and exclusive property of UpSailor, including all intellectual property rights therein. You do not acquire any ownership rights in any Platform Output through your use of the Service.

5.2 License to Use Platform Output

Subject to your compliance with these Terms and payment of all applicable fees, UpSailor grants you a non-exclusive, non-transferable, worldwide license to use, reproduce, modify, and deploy the Platform Output solely for operating your e-commerce website(s) and related business activities (the “Output License”). This Output License extends to end-users of your website(s) only to the extent necessary for them to access and interact with the website functionality.

5.3 Survival of Output License

Platform Output created during an active subscription period shall remain subject to the Output License following expiration or termination of your subscription, provided that: (a) no new Platform Output may be generated without an active subscription; (b) UpSailor has no obligation to provide support, updates, hosting, or maintenance for Platform Output after termination; and (c) you may not use the Platform or any UpSailor tools or infrastructure to modify Platform Output after your subscription ends.

5.4 Restrictions

You may not: (a) sublicense, sell, resell, distribute, or transfer the Platform Output to any third party as a standalone product, template, or code library; (b) use Platform Output to create a competing product or service; or (c) remove or alter any proprietary notices embedded in the Platform Output by UpSailor.

5.5 UpSailor’s Right to Use Platform Output and Agents

Without limiting UpSailor’s ownership rights under Section 5.1, you grant UpSailor an irrevocable, perpetual, worldwide, royalty-free, fully sublicensable, and transferable right and license to use, reproduce, modify, adapt, create derivative works of, distribute, commercialize, and otherwise exploit any Platform Output, including any Agent definitions, configurations, workflows, logic, prompts, interaction patterns, and technical architecture developed by you or on your behalf using the Platform (collectively, “User-Developed Agents”), for any purpose, including to improve the Platform or the Service, develop new products or features, and make User-Developed Agents or related functionality available to other Users. This includes:

• (a) incorporating User-Developed Agents (or any part thereof) into the Platform or the Service as suggested templates, pre-built agents, or recommended configurations available to other Users and developers on the Platform;
• (b) analyzing, learning from, and using the structure, logic, patterns, and technical approaches embodied in User-Developed Agents to improve, enhance, train, or develop the Platform, the Service, or any UpSailor product or technology;
• (c) creating and offering new products, features, or services based in whole or in part on User-Developed Agents; and
• (d) any other commercial or non-commercial purpose at UpSailor’s sole discretion.

For the avoidance of doubt: (i) UpSailor’s rights under Section 5.5 do not include the use, disclosure, or transfer of personal data of end-users or customers of your website(s) (“End-User Data”), which remains governed by the Privacy Policy and applicable data protection law; (ii) UpSailor has no obligation to provide attribution, notice, compensation, or royalties in connection with its use of User-Developed Agents; and (iii) the rights granted under Section 5.5 are in addition to, and do not limit, UpSailor’s ownership rights under Section 5.1.

5.6 Usage Data and Aggregated Information

UpSailor may collect, use, analyze, and retain technical, usage, performance, and operational data generated through your use of the Platform (“Usage Data”). UpSailor may use Usage Data for any purpose, including improving the Platform, developing new features or products, generating industry insights, and commercial purposes, provided that such use does not include personally identifiable End-User Data except in anonymized or aggregated form that cannot reasonably identify any individual.

6. Feedback and Ideas

If you provide UpSailor with any feedback, suggestions, ideas, improvements, feature requests, bug reports, or other input relating to the Service or the Platform (collectively, “Feedback”), you irrevocably assign to UpSailor all right, title, and interest in and to such Feedback, including all intellectual property rights therein, without any obligation of compensation, attribution, or confidentiality. You acknowledge and agree that UpSailor may use, implement, modify, commercialize, or disclose Feedback for any purpose without restriction, and that this assignment is irrevocable and survives termination of these Terms.

7. Third-Party Services and Integrations

The Platform may integrate with or rely upon third-party services, APIs, hosting providers, AI model providers, payment processors, and other external tools (collectively, “Third-Party Services”). Your use of any Third-Party Services is subject to those providers’ own terms and privacy policies, and UpSailor is not responsible or liable for their acts, omissions, availability, or content. UpSailor does not warrant the continued availability of any specific Third-Party Service integration and may add or remove integrations at its sole discretion.

8. Subscriptions, Billing, and Payment

8.1 Paid Service

The Platform is a paid subscription service. Subscription plans, pricing, and features are as published by UpSailor and may be updated from time to time in its sole discretion.

8.2 Billing Cycle and Advance Payment

Subscriptions are offered on a monthly, annual, or other basis made available by UpSailor. Fees are charged in advance for each billing period. By subscribing, you authorize UpSailor or its payment processor to charge your selected payment method on a recurring basis at the then-current rate for your plan.

8.3 No Refunds

Except as required by applicable law, all fees are non-refundable, including in the event of cancellation, suspension, termination, service disruption, or dissatisfaction with the Service.

8.4 Cancellation

You may cancel your subscription at any time through the designated cancellation feature on the UpSailor website. Cancellation takes effect at the end of the current paid billing period, and you will retain access to the Service until then. No refund will be provided for fees already paid.

8.5 Price Changes

UpSailor may change its pricing at any time. Any price change will take effect on your next renewal following at least thirty (30) days’ prior notice by email or through the Platform. Continued use of the Service after the change takes effect constitutes acceptance of the new pricing.

8.6 Suspension for Non-Payment

If any payment fails or remains overdue, UpSailor may suspend your access to the Service without prior notice until all outstanding amounts are paid in full. Suspension does not waive your obligation to pay any outstanding fees.

8.7 Add-Ons and Usage-Based Features

UpSailor may offer supplemental products, services, features, or capabilities, including usage-based features such as AI compute credits, Agent execution quotas, API call volumes, or enhanced infrastructure capacity (collectively, “Add-Ons”). Add-Ons are part of the Service and governed by these Terms. Add-On fees will be as described on the UpSailor website or within the Platform and may be charged on a per-use, tiered, or metered basis. By activating an Add-On, you authorize UpSailor to charge the applicable fees to your payment method. UpSailor may modify, discontinue, or add Add-Ons at any time. Usage-based fees are non-refundable once incurred, whether usage is automated or manual.

9. Intellectual Property

The Platform, including its software, source code, algorithms, AI models, architecture, designs, documentation, text, trademarks, logos, and other materials provided by UpSailor (collectively, the “UpSailor IP”), remains the sole and exclusive property of UpSailor or its licensors and is protected under applicable intellectual property laws. Except for the limited licenses expressly granted in these Terms, no right, title, or interest in or to any UpSailor IP is transferred to you. You may not copy, modify, distribute, sell, lease, or create derivative works based on any UpSailor IP. All rights not expressly granted are reserved to UpSailor.

10. Termination

You may cancel your subscription and cease using the Service at any time as set forth in Section 8.4. UpSailor may suspend or terminate your access to the Service immediately, without prior notice or liability, if: (a) you breach these Terms; (b) your use of the Service creates legal, security, or operational risk for UpSailor, other users, or third parties; (c) required by law or regulation; or (d) your account has been inactive for twelve (12) consecutive months or more. Upon termination: (i) your right to access and use the Platform shall immediately cease; (ii) the Output License for Platform Output created during your active subscription shall survive in accordance with Section 5.3; and (iii) Sections 4, 5, 6, 9, 11, 12, 13, 14, 15, and 16 shall survive termination.

11. Disclaimers

THE SERVICE AND THE PLATFORM ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, OR COMPLETENESS. UPSAILOR DOES NOT WARRANT THAT THE SERVICE WILL BE AVAILABLE, UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT THE PLATFORM OR ANY CODE, AGENT, OR OUTPUT WILL BE ACCURATE, COMPLETE, RELIABLE, SECURE, OR FIT FOR ANY PURPOSE, THAT THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, OR THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED. YOU USE THE SERVICE AT YOUR SOLE RISK AND ARE SOLELY RESPONSIBLE FOR ANY USE OF THE PLATFORM, INCLUDING ANY CODE DEPLOYED ON YOUR WEBSITE OR ACTIONS TAKEN BY AI AGENTS CONFIGURED BY YOU.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UPSAILOR, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND LICENSORS SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR OTHER SIMILAR DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, SAVINGS, DATA, GOODWILL, OR ANTICIPATED BENEFITS, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, INCLUDING ANY SERVICE INTERRUPTION, ERRORS, DATA LOSS, SECURITY BREACHES, AI AGENT OUTPUTS OR ACTIONS, OR WEBSITES, APPLICATIONS, OR CODE BUILT USING THE PLATFORM, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT LIABILITY CANNOT BE EXCLUDED, UPSAILOR’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE LESSER OF THE AMOUNTS PAID BY YOU TO UPSAILOR IN THE THREE (3) MONTHS PRECEDING THE CLAIM OR US$100.

13. Indemnification

You agree to indemnify, defend, and hold harmless UpSailor, its affiliates, officers, directors, employees, agents, and licensors from and against any claims, demands, actions, losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees and legal costs) arising out of or related to: (a) your Customer Content, Platform Output, website, application, or Agent; (b) your use of the Service in violation of these Terms or applicable law; (c) your violation of any third-party right, including intellectual property, privacy, or consumer protection rights; or (d) any claim by an end-user, customer, or other third party in connection with your website, Agent, or personal data processed through the Platform on your behalf.

14. Copyright and Intellectual Property Complaints

14.1

If you believe that any content available on or through the Platform infringes your intellectual property rights, including copyright, you may send a written notice to UpSailor at legal@upsailor.ai. The notice must include: (a) identification of the intellectual property right allegedly infringed; (b) identification of the allegedly infringing material, with enough detail for UpSailor to locate it; (c) your contact information, including name, address, email, and telephone number; (d) a statement that you have a good-faith belief that the use is not authorized by the rights owner, its agent, or the law; (e) a statement, under penalty of perjury, that the notice is accurate and that you are the rights owner or authorized to act on the rights owner’s behalf; and (f) a physical or electronic signature of the rights owner or authorized representative.

14.2

Upon receipt of a valid notice, UpSailor may, at its sole discretion: (a) remove or disable access to the allegedly infringing material; (b) notify the User who posted or deployed such material; and (c) terminate the accounts of Users who are repeat infringers. UpSailor reserves the right to remove any content or disable any Agent that it reasonably believes infringes third-party intellectual property rights, without prior notice and without liability to you.

15. Changes to the Service or these Terms

UpSailor may modify, suspend, or discontinue the Service, or any part of it, at any time, with or without notice. UpSailor may also modify these Terms from time to time. Material changes will be posted on the UpSailor website with a new “Last updated” date and, where reasonably practicable, notified by email to the address associated with your account. Your continued use of the Service after the effective date of any modification constitutes acceptance of the modified Terms. If you do not agree, you must stop using the Service before the changes take effect.

16. Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of the State of Israel, without regard to its conflict-of-laws principles. Any dispute, claim, or controversy arising out of or relating to these Terms or the Service shall be subject to the exclusive jurisdiction of the competent courts located in Tel Aviv-Jaffa, Israel, and each party irrevocably submits to the personal jurisdiction of such courts. Notwithstanding the foregoing, UpSailor may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or prevent irreparable harm.

17. General Provisions

17.1 Entire Agreement

These Terms, together with the Privacy Policy and any order forms or additional terms referenced herein, constitute the entire agreement between you and UpSailor with respect to the Service and supersede all prior or contemporaneous communications, proposals, and agreements, whether oral or written.

17.2 Severability

If any provision of these Terms is held invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision shall be modified to the minimum extent necessary to make it valid and enforceable, or, if modification is not possible, severed from these Terms, and the remaining provisions shall remain in full force and effect.

17.3 No Waiver

No failure or delay by UpSailor in exercising any right, power, or remedy under these Terms shall operate as a waiver of that right, nor shall any single or partial exercise preclude any other or further exercise of that or any other right.

17.4 Assignment

You may not assign or transfer these Terms or any rights under them without UpSailor’s prior written consent. UpSailor may assign these Terms or any of its rights or obligations under them, including in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets, without your consent or notice.

17.5 Force Majeure

UpSailor shall not be liable for any failure or delay in performance arising from causes beyond its reasonable control, including acts of God, war, terrorism, cyberattacks, pandemic, governmental action, labor disputes, power failures, internet or telecommunications failures, or failures of third-party service providers.

17.6 Notices

All notices to UpSailor shall be sent to the email addresses listed in Section 18 below. Notices to you will be sent to the email address associated with your account and shall be deemed delivered upon confirmed email transmission.

17.7 Independent Contractors

The relationship between UpSailor and you is that of independent contractors. Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship between the parties.

17.8 No Support Obligation

UpSailor is under no obligation to provide technical support, maintenance, training, consulting, or other assistance in connection with the Service. If UpSailor elects, in its sole discretion, to offer support services, such support shall be subject to any applicable policies published by UpSailor and may be modified or discontinued at any time without notice or liability.

18. Contact

Questions about these Terms may be sent to support@upsailor.ai or support@upsailor.ai.