Terms

TERMS OF USE

1) Acceptance of these Terms

These Terms of Use ("Terms") are a binding agreement between Uphill, Inc. ("Uphill," "we," "our," "us") and you ("you," "user"). By accessing or using our website at www.uphill.so, our mobile applications, and any related services (collectively, the "Service"), you agree to these Terms and to our Privacy Policy (together, the "Agreement"). If you do not agree, do not use the Service.

We may update these Terms from time to time. If we make material changes, we'll provide notice (e.g., in-app notice, email, or posting on the site). Your continued use after the effective date means you accept the updated Terms.

2) Who can use Uphill

You must be at least 13 years old (or older if required by your country's laws; in the EEA/UK, typically 16 unless your local law allows younger with parental consent). If you are under the age of majority in your jurisdiction, you must have a parent or guardian's permission. You may use the Service only in compliance with applicable laws.

3) What Uphill does (and doesn't do)

Uphill provides an AI-assisted productivity experience that suggests "just-hard-enough" tasks, helps track progress (e.g., a "Willpower Score"), and offers guidance to build consistent effort over time. Uphill is not medical, psychological, therapeutic, legal, or financial advice and is not a substitute for professional care. Do not use the Service for emergencies.

4) Accounts and security

You may need an account to use some features. Provide accurate information and keep your login credentials confidential. You are responsible for activities that occur under your account. Notify us promptly of any unauthorized use at hello@uphill.so.

5) Subscriptions, billing & refunds

App Store purchases are billed and managed by the relevant store. We cannot process refunds for store purchases; please contact the store directly.

If we offer purchases via www.uphill.so (card or other methods we control), we generally accommodate refund requests made within 30 days of the original purchase. Email hello@uphill.so from the purchase email with your request. Refunds are at our reasonable discretion unless required by law.

Your subscription may auto-renew until cancelled. You can cancel at any time (effective at the end of the current billing period) through your platform account settings or by contacting us if you purchased on our website.

We may change pricing with reasonable prior notice, and changes will apply at the next renewal after notice.

6) License and acceptable use

We grant you a limited, personal, non-exclusive, non-transferable, revocable license to use the Service for your own non-commercial purposes as permitted by these Terms and applicable app store rules.

You agree not to:

• Copy, modify, host, sublicense, or distribute the Service (or any part of it) except as allowed by law.
• Reverse engineer, decompile, or attempt to extract source code except as allowed by law.
• Interfere with or disrupt the Service, bypass security, or access areas or data you are not authorized to access.
• Use the Service in violation of any law or third-party rights, including privacy or intellectual-property rights.
• Input content that is illegal, abusive, harassing, or that contains malware or harmful code.

We may suspend or terminate access for violations.

7) Your content and feedback

Your Content. You may provide text, prompts, tasks, goals, preferences, and other content ("User Content"). You retain ownership of your User Content. You grant Uphill a worldwide, non-exclusive, royalty-free license to host, process, reproduce, display, and create derivative works from your User Content only as necessary to operate, improve, and provide the Service (including to generate AI outputs, maintain backups, test, and troubleshoot).

Feedback. If you send ideas or feedback, you grant us a perpetual, worldwide, royalty-free license to use them without restriction or compensation.

8) AI features and third-party providers (OpenAI)

Parts of the Service use AI models provided by OpenAI via OpenAI's APIs. When you use AI features, your prompts and associated context may be transmitted to OpenAI for processing and to return outputs. OpenAI acts as our processor/service provider for these features. Do not include sensitive personal information unless necessary, and review outputs carefully—AI can produce incorrect or inappropriate results.

We may also use other third-party services (analytics, payment processors, crash reporting, email, support). Those providers process data to help us operate the Service. See our Privacy Policy for details.

9) Third-party services and links

The Service may contain links to or integrations with third-party sites or services. We are not responsible for their content, policies, or practices. Your use of third-party services is governed by their terms.

10) App store terms

If you downloaded the app from the Apple App Store, your use of the app is subject to the applicable store's rules. Apple, and their subsidiaries are third-party beneficiaries of these Terms and may enforce them. You acknowledge that the store provider has no obligation to provide maintenance or support and that, to the maximum extent permitted, the store provider has no warranty obligations regarding the app.

11) Beta features

We may offer experimental or preview features ("Beta"). Beta may be incomplete, change at any time, or be withdrawn. Beta is provided as-is and may be subject to additional terms.

12) Ownership

The Service (including software, interfaces, designs, graphics, and trademarks) is owned by Uphill and its licensors and is protected by IP laws. Except for the limited license above, we reserve all rights.

13) Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE AND ALL CONTENT (INCLUDING AI OUTPUTS) ARE PROVIDED "AS IS" AND "AS AVAILABLE." WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NON-INFRINGEMENT, AND QUIET ENJOYMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR THAT DEFECTS WILL BE CORRECTED, OR THAT AI OUTPUTS WILL BE ACCURATE OR SUITABLE FOR YOUR PURPOSE.

14) Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, UPHILL AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND SUPPLIERS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR RELATED TO YOUR USE OF (OR INABILITY TO USE) THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR TOTAL LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICE WILL NOT EXCEED THE GREATER OF US $50 OR THE AMOUNTS YOU PAID US (IF ANY) FOR THE SERVICE IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY.

Some jurisdictions do not allow certain limitations; in those cases, the above limits apply to the fullest extent permitted.

15) Indemnity

You will indemnify and hold harmless Uphill from and against any third-party claims, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or related to your User Content, your use of the Service, or your violation of this Agreement or applicable law.

16) Export and sanctions

You may not use or export the Service except as authorized by U.S. law and the laws of the jurisdiction where the Service is accessed. You represent that you are not located in, under the control of, or a national or resident of any embargoed country or on any U.S. government denied-party list.

17) Governing law; venue

This Agreement is governed by the laws of the State of Delaware, without regard to its conflicts-of-law rules. Except where prohibited by law, you and Uphill submit to the exclusive jurisdiction and venue of the state and federal courts located in Delaware for any dispute arising out of or relating to this Agreement or the Service.

18) Termination

You may stop using the Service at any time. We may suspend or terminate your access if you violate these Terms or if we stop providing the Service. Upon termination, your license ends and Sections that by their nature should survive (e.g., 7–17) will survive.

19) Miscellaneous

If any provision is unenforceable, it will be limited to the minimum extent necessary and the remainder will remain in effect. You may not assign this Agreement without our consent; we may assign it to an affiliate or in connection with a merger, acquisition, or asset sale. No waiver is effective unless in writing. This Agreement is the entire agreement between you and Uphill regarding the Service.

Contact: hello@uphill.so

PRIVACY POLICY

1) Overview

Your privacy matters. This Privacy Policy explains how Uphill, Inc. ("Uphill," "we," "our") collects, uses, shares, and protects information in connection with www.uphill.so and our apps and services (the "Service"). By using the Service, you agree to this Policy and our Terms of Use.

Contact (all privacy inquiries, requests, and appeals): hello@uphill.so

Effective date: September 9, 2025
Controller: Uphill, Inc., a Delaware corporation (for EEA/UK users, Uphill is the controller for processing described here unless stated otherwise).

2) What we collect

We collect information in three main ways: (a) directly from you, (b) automatically when you use the Service, and (c) from third parties (e.g., app stores, sign-in providers, processors).

2.1 Information you provide

Account & contact data: name, email, password (hashed), country/region, language, preferences, communications with us.

Profile & usage preferences: goals, interests, task preferences, notification settings.

Product inputs & User Content: prompts, chat transcripts, task lists, survey responses, journaling entries, ratings, and other content you submit (which may include personal data).

Purchase data: transaction identifiers, plan, payment status, and limited billing metadata (if you buy through our website; for app store purchases, the store processes your payment).

Support: troubleshooting details, bug reports, logs you share, attachments.

Please avoid submitting sensitive personal data (e.g., health, racial or ethnic origin, political opinions, religious beliefs, biometrics, sexual orientation) unless we specifically request it for a feature you choose to use.

2.2 Information collected automatically

Device & app data: device type, OS, app version, language, time zone, device identifiers (e.g., IDFA/GAID where permitted), crash data.

Interaction data: clicks, screens viewed, session duration, feature usage, referrers, in-app events.

Approximate location: derived from IP address or device locale (we do not collect precise GPS unless explicitly enabled for a feature).

Cookies and similar tech (web): cookies, local storage, pixels, and SDKs for core functionality, analytics, and (where applicable) marketing/attribution.

2.3 Information from third parties

App stores/platforms: purchase status, subscription events, anonymized engagement signals.

Single sign-on/identity providers: if you choose to log in with a third-party provider, we receive basic profile data per your permissions.

Service providers: analytics, crash reporting, customer support, payment processors, email/SMS providers.

3) How we use information

We use information to:

• Provide and operate the Service, including AI features that generate suggestions, plans, and progress metrics (e.g., "Willpower Score").
• Personalize recommendations, difficulty levels, and content.
• Process transactions and manage subscriptions.
• Communicate with you (service notices, security alerts, transactional messages, and—if you opt in or as allowed by law—product updates and marketing).
• Maintain safety and integrity, including preventing fraud, abuse, and violations of our Terms.
• Analyze and improve the Service (including quality, performance, training of our own systems and heuristics, and product research and testing).
• Comply with law and enforce our agreements.

AI outputs. We use your inputs and context to generate AI-assisted content. Outputs may be stored to show history, improve product relevance to you, and to diagnose issues. See "OpenAI processing" below.

4) OpenAI processing (AI features)

To power AI features, we send prompts, relevant context (e.g., recent interactions, profile signals you've provided), and necessary metadata to OpenAI via OpenAI's APIs. OpenAI processes this data to return model outputs to us. We treat OpenAI as our processor/service provider.

We do not sell your personal data.

We use reasonable technical and organizational safeguards and limit the data we send to what's needed for the feature.

We may store prompts/outputs on Uphill systems for your account history, debugging, abuse prevention, and to improve our product experience.

Do not include personal data of others without permission.

AI can make mistakes; review outputs before relying on them.

5) Legal bases (EEA/UK)

Where GDPR/UK GDPR applies, we rely on:

• Contract (Art. 6(1)(b)): to provide the Service you request.
• Legitimate interests (Art. 6(1)(f)): to secure and improve the Service, prevent fraud/abuse, analyze usage, and communicate product updates (balanced against your rights).
• Consent (Art. 6(1)(a)): for optional analytics/marketing cookies or where required by law.
• Legal obligation (Art. 6(1)(c)): to comply with applicable laws (e.g., tax, accounting).

You may withdraw consent at any time (see Your Rights).

6) Sharing and disclosure

We share information with:

• Service providers/processors who help us run the Service (hosting, storage, analytics, crash reporting, customer support, communications, payment processing, and OpenAI for AI inference). They act under contracts that limit use to providing services to us.
• App stores/platforms to administer purchases, compliance, and fraud prevention.
• Professional advisors (lawyers, accountants) under confidentiality.
• Business transfers: as part of a merger, acquisition, financing, or asset sale, subject to standard confidentiality and continued protection.
• Legal and safety: to comply with law, enforce terms, or protect rights, safety, and security.

We do not sell personal data. Where "selling" or "sharing" is defined broadly under certain laws (e.g., CCPA/CPRA), our use of advertising/measurement cookies or mobile ad identifiers may be considered a "sale" or "share." See "Regional rights" for opt-out options.

7) Cookies, SDKs, and analytics

We use cookies/SDKs for essential functions (login, security), analytics (to understand and improve the product), and—if enabled—attribution or marketing. You can manage web cookies via your browser and in-app SDK permissions via your device settings (e.g., "Allow Apps to Request to Track" on iOS). Disabling some may affect functionality.

8) Data retention

We retain personal data for as long as needed to provide the Service, comply with legal obligations, resolve disputes, and enforce agreements. We may retain de-identified or aggregated data.

9) Security

We use reasonable administrative, technical, and physical safeguards (encryption in transit, access controls, least-privilege practices). No system is 100% secure. If we learn of a breach affecting your personal data, we will notify you and regulators as required by law.

10) International transfers

We are based in the United States and use service providers in multiple countries. When we transfer personal data from the EEA/UK or other regions to the U.S. or elsewhere, we rely on appropriate safeguards (e.g., Standard Contractual Clauses) or another lawful transfer mechanism, and implement supplementary measures where appropriate.

11) Your choices and rights

Email & notifications. You can manage marketing emails via unsubscribe links or by contacting us. We may still send transactional or service messages.

Access, correction, deletion, portability (EEA/UK and some other regions). You may request access to your data, correction of inaccurate data, deletion, or a machine-readable copy. You may object to or request restriction of certain processing. Contact hello@uphill.so. We will verify your request and respond within the time required by law.

California (CCPA/CPRA). California residents have rights to know/access, correct, delete, and to opt-out of "sale"/"sharing" of personal information for cross-context behavioral advertising. To exercise these rights or to opt-out, email hello@uphill.so with "California Request" in the subject, and we will provide instructions and honor your preferences. You may designate an authorized agent with written permission and identity verification. We will not discriminate against you for exercising your rights.

Do Not Track. Browser DNT signals are not consistently standardized; we do not respond to them, but we honor legally required opt-out mechanisms where applicable.

Appeals. If you disagree with our response to your privacy request, reply to our message and state "Appeal" in the subject. We will review and respond consistent with applicable law.

12) Children's privacy

The Service is not directed to children under 13. We do not knowingly collect personal data from children under 13 (or under the minimum age required in your jurisdiction). If you believe a child provided personal data to us, contact hello@uphill.so and we will take appropriate steps to delete it.

13) Payments and refunds

App stores: payments are processed by the app store; we do not receive your full card details and cannot issue refunds—please contact the store.

Website purchases: when available, we process payments via third-party processors. We generally accommodate refund requests made within 30 days of purchase; email hello@uphill.so

14) Communications & community content

If you post content publicly (e.g., reviews, forums), it may be visible to others and indexed by search engines. Do not post personal data you prefer to keep private.

15) Changes to this Policy

We may update this Policy. If changes are material, we will provide reasonable notice (e.g., in-app notice, email, or posting). Your continued use after the effective date constitutes acceptance.

16) Region-specific disclosures

EEA/UK: You have the rights described in Section 11. You may also lodge a complaint with your local supervisory authority.

California: See Section 11 (CCPA/CPRA).

Other regions: You may have similar rights under local laws—contact us to exercise them.

17) Contact us

Uphill, Inc.
Email: hello@uphill.so
Website: www.uphill.so