Terms of Service

1. Acceptance of Terms

1. You confirm that you are at least 18 years old (or otherwise have legal capacity) and are authorised to enter into these Terms.
2. You agree that by using the Services, you accept and agree to these Terms.
3. We may modify these Terms from time to time. We will post the revised version on our website and indicate the "Last updated" date. Your continued use of the Services following the modification constitutes your acceptance of the revised Terms.
4. If you do not agree to these Terms (or any future modifications), you must immediately stop using the Services.

2. Description of Services

1. We provide you with free access to our Services:
   • Image hosting (upload, storage, sharing)
   • File hosting (upload, storage, sharing of generic files)
   • Text hosting (upload, sharing of text snippets)
   • URL-shortening (converting long URLs into shorter links)
   • QR code generation / hosting (creating, storing, and linking QR codes to hosted content or external URLs)
2. We may offer paid upgrades or premium features (now or in the future). These Terms apply to the free Services and any paid Services unless otherwise indicated.
3. We reserve the right to modify, suspend or discontinue any part of the Services (or features thereof) at any time, with or without prior notice, for any reason (including maintenance, upgrades, or regulatory/legal reasons).
4. We do not guarantee that the Services will be uninterrupted, error-free or available at all times.

3. Accounts, Registration & Security

1. If registration is required, you agree to provide accurate, current and complete information and to promptly update that information if it changes.
2. You are responsible for maintaining the confidentiality of your account credentials (username, password, etc). You accept responsibility for all activities that occur under your account.
3. You must notify us immediately of any unauthorised access to or use of your account.
4. We may disable any account or access at any time, if in our sole discretion you violate these Terms or for any other reason.

4. Prohibited Uses & Acceptable Use

You agree not to use the Services for any purpose that is unlawful or prohibited by these Terms. Without limiting the foregoing, you shall not:

1. Upload, post, transmit or share any content that:
   • Infringes any third-party rights (copyright, trademark, privacy, publicity, or other intellectual property rights)
   • Is defamatory, threatening, obscene, pornographic, harassing, hateful, violent, or encourages others to commit unlawful acts
   • Contains malware, viruses, trojans, worms or other harmful code
   • Is spam, unsolicited commercial communication, chain letters, or any type of mass-mailing or "phishing" link
   • Is fraudulent, deceptive or misleading
   • Constitutes or facilitates the planning or execution of any criminal activity
2. Use the URL-shortening or QR-code services to link to or embed any content that is prohibited under these Terms or any applicable law.
3. Use the Services to store or distribute infringing content, or reproduce, republish or distribute content for which you do not have rights.
4. Reverse-engineer, decompile, disassemble or attempt to derive source code for the Services (except to the extent that such restriction is prohibited by law).
5. Circumvent or disable any security features of the Services.
6. Use the Services in a way that imposes an unreasonable load on our infrastructure (e.g., automated bulk uploads or downloads) or disrupts any other user's access.
7. Otherwise violate any applicable local, state, national or international law, regulation or ordinance.

We reserve the right (at our sole discretion) to remove or disable access to any content that we believe violates these Terms or that may expose us to liability or legal risk. We may also suspend or terminate your account or block access to all or part of the Services.

5. Content Ownership & Licences

1. You retain all ownership rights in any content you upload or generate using the Services (your "Content").
2. By uploading or sharing Content via the Services, you hereby grant Upie.io a non-exclusive, worldwide, royalty-free, sublicensable, transferable licence to use, host, store, reproduce, modify, distribute and display such Content to the extent needed to provide the Services (including caching, backing-up and promoting aggregate usage).
3. You represent and warrant that (a) you own or have the necessary licences, rights, consents and permissions to upload and share the Content (including rights to grant the licence described above) and (b) the Content complies with these Terms.
4. We do not claim ownership of your Content. However, we are under no obligation to keep your Content (see the "Storage & Deletion" clause below).
5. You understand and agree that any promotional use of your Content by us (e.g., showcasing exemplary customer uploads) will be on a non-confidential basis unless otherwise agreed.

6. Storage, Deletion & Backups

1. We provide the Services on a "best efforts" basis. We do not guarantee that your Content will be permanently stored, backed up, or recoverable.
2. We may delete or remove Content (or accounts) at any time, with or without notice, for any reason including inactivity, violation of these Terms, or to comply with applicable law/regulation.
3. You are solely responsible for maintaining your own backup of any Content you upload. We strongly recommend that you keep an independent copy of your Content.
4. We may impose size, file-type, retention-period or other restrictions on the Content you upload; we may modify such restrictions at our discretion.

7. Privacy & Data-Protection

Your use of the Services is subject to our Privacy Policy. We collect, use and disclose personal information in accordance with applicable privacy laws.

You agree that we may collect and retain metadata, logs and other non-content information necessary to run the Services (for example URLs shortened, QR-code scans, access logs, etc.).

You understand that while we use commercially reasonable efforts to protect your data, no method of transmission or storage is 100% secure. We are not responsible for unauthorised access, hacking or other security breaches outside our reasonable control.

8. Intellectual Property Rights

1. All rights, title and interest in and to the Services (including software, website, documentation, interface, trademarks, logos) are owned by us or our licensors. Nothing in these Terms gives you any rights to our intellectual property except for the limited licence to use the Services.
2. You shall not remove or alter any copyright, trademark, or other proprietary notices from the Services.

9. Payment, Charges & Upgrades

1. The free tier of the Services is provided at no cost unless otherwise specified.
2. If you choose to upgrade to a paid tier or premium feature, you agree to pay all applicable fees. Paid features may have additional terms or service-level agreements (SLAs) delivered separately.
3. We reserve the right to charge for, modify or discontinue free features, either generally or to specific users, and to modify or change the pricing for paid tiers at any time (with prior notice where required).
4. Unless otherwise stated, paid fees are non-refundable (except as required by law).

10. Disclaimers & Limitation of Liability

1. Disclaimer of Warranties: To the maximum extent permitted by law, the Services are provided "as is" and "as available", without any representation, warranty or guarantee of any kind (express or implied). We disclaim all warranties including, but not limited to, warranties of merchantability, fitness for a particular purpose, uninterrupted service, accuracy, reliability or security.
2. Limitation of Liability: To the maximum extent permitted by law, our total liability to you for any claim arising out of or relating to these Terms or the Services (whether in contract, tort including negligence, statute or otherwise) will be limited. We will not be liable for any:
   • Indirect, incidental, special or consequential loss (including loss of profits, revenue, data, business opportunities, or goodwill)
   • Loss or damage due to any third-party service, unauthorised access or hacking, or force-majeure event
   • Loss or damage arising from your use of or inability to use the Services
3. Nothing in these Terms excludes or restricts any liability which cannot be excluded or restricted under applicable law.

11. Indemnity

You agree to indemnify, defend and hold harmless Upie.io, its officers, directors, employees and agents from and against any claim, demand, action, damages, loss, liability, cost or expense (including reasonable legal fees) arising from or relating to: (a) your Content, your use of the Services, or your violation of these Terms; (b) any infringement by you of any third-party rights (intellectual property, privacy, etc.); (c) any unlawful or prohibited use of the Services.

12. Termination & Suspension

1. We may suspend or terminate your access to the Services at any time, with or without cause (including if you breach these Terms), at our sole discretion.
2. Upon termination:
   • Your right to use the Services ceases immediately
   • You must cease all use of the Services
   • You understand that your Content may be deleted or access disabled, and we will have no obligation to you to preserve or return it
3. Termination does not affect rights and obligations that by their nature survive termination (for example, indemnity, limitation of liability, ownership of intellectual property, payment obligations, etc.).

13. Modifications to the Services

We reserve the right to modify or discontinue (temporarily or permanently) the Services or any part thereof (including any features) at any time, with or without notice. We will not be liable to you or any third party for any modification, suspension or discontinuation of the Services.

14. Governing Law & Jurisdiction

These Terms are governed by the laws of Australia. Any disputes arising from these Terms or the Services will be subject to the jurisdiction of Australian courts.

15. Notices

Any notices to you may be sent via email (to the email address you provided, if applicable) or by posting a notice on our website. Notices to us should be sent via our contact methods as posted on the website.

16. General Provisions

1. If any provision of these Terms is held to be invalid, unlawful or unenforceable in a particular jurisdiction, the remaining provisions will continue in full force and effect.
2. These Terms, together with any documents expressly referred to (e.g., Privacy Policy), constitute the entire agreement between you and Upie.io regarding the Services and supersede any prior agreements or understandings.
3. We may assign or transfer our rights or obligations under these Terms to a third party (for example in a merger or sale of business). You may not assign any of your rights or obligations under these Terms without our prior written consent.
4. No waiver of any term by us will be effective unless in writing. A waiver of one breach will not constitute a waiver of any subsequent breach.

17. Consumer Rights

If you are a consumer, certain guarantees may apply which cannot be excluded, restricted or modified by these Terms. To the extent those guarantees cannot be excluded, our liability will be limited to the extent permitted under applicable consumer protection law.