Terms & Conditions

1. Definitions and Interpretation

In this Agreement, the following capitalised terms bear the meanings set out below. Words importing the singular include the plural and vice versa. Headings are for convenience only and do not affect construction. The words “including,” “includes,” and “such as” are illustrative and not limiting, and shall be read as if followed by the words “without limitation.”

1. (a)“Agreement” means these Terms and Conditions, together with the Privacy Policy and the Plan particulars presented to the Client at the point of subscription, each of which is incorporated herein by reference.
2. (b)“Upkept,” “we,” “us,” and “our” mean the provider of the Service and its permitted successors and assigns.
3. (c)“Client,” “you,” and “your” mean the person accepting this Agreement and, where that person accepts on behalf of a business entity, that entity, jointly and severally.
4. (d)“Service” means the subscription website-care service made available by Upkept, comprising such of the following as the applicable Plan includes: security monitoring, backup and rollback, availability monitoring, safety checks, and the implementation of Changes. For the avoidance of doubt, the Service does NOT include web hosting: the Connected Website remains hosted by the Client's own provider throughout, and Upkept neither serves it to the public nor assumes responsibility for the hosting of it.
5. (e)“Plan” means the tier of Service selected by the Client at subscription, as varied from time to time in accordance with Section 24.
6. (f)“Connected Website” means any website, domain, or web property that the Client submits, connects, links, or otherwise causes to be brought within the Service.
7. (g)“Client Content” means all text, images, photographs, logos, marks, files, data, and other material comprised in a Connected Website or supplied by the Client to Upkept.
8. (h)“Change” means a discrete modification to an existing Connected Website, as further described in Section 14.
9. (i)“Automated Systems” means the software, scripts, models, schedulers, and automated processes by which Upkept performs the Service.
10. (j)“Health Check” means the complimentary website assessment tool made available at upkepthq.com/health-check, as described in Section 21.

2. The Service

Subject to the Client's continuing compliance with this Agreement and payment of all applicable fees, Upkept shall provide the Service in accordance with the Plan selected. Upkept shall employ commercially reasonable efforts to maintain the availability of Connected Websites and to implement requested Changes promptly. The composition of the Service is determined solely by the Plan, and no representation made outside this Agreement forms part of it.

3. Nature of Performance; Automated Systems

The Client acknowledges and agrees that the Service is performed by Automated Systems. Monitoring, safety checks, and the implementation and publication of Changes are carried out automatically, and an individual Change may be implemented and published without prior human review. Each Change is versioned and, on Plans that include backup and rollback, may be reverted in accordance with Section 16. References in this Agreement, and on any Upkept property, to “we,” “us,” “our team,” or any equivalent expression, include the Automated Systems. The Client's acceptance of this Agreement constitutes informed consent to performance by Automated Systems.

4. Eligibility and Authority

1. (a)The Client represents that it is at least eighteen (18) years of age and possesses full legal capacity to enter into binding contracts.
2. (b)Where the Client accepts this Agreement on behalf of a business entity, the individual accepting represents and warrants that they hold actual authority to bind that entity, and both that individual and that entity shall be bound jointly and severally.
3. (c)A person lacking the capacity or authority described in this Section 4 must not accept this Agreement or use the Service.

5. Client Representations and Warranties as to the Connected Website

This Section 5 is a material inducement to Upkept entering into this Agreement, and Upkept relies upon it absolutely. The Client represents, warrants, and covenants, on a continuing basis, that:

1. (a)the Client is the owner of each Connected Website and its associated domain, or otherwise holds the express authority of the owner to manage, modify, host, and republish it;
2. (b)the Client possesses all rights, licences, consents, and permissions necessary for Upkept to perform the Service in respect of each Connected Website, including all rights in the Client Content;
3. (c)no Client Content, and no Change requested by the Client, infringes or misappropriates any copyright, trademark, trade secret, right of privacy or publicity, or other right of any third party, nor is unlawful, defamatory, deceptive, or otherwise actionable;
4. (d)the Client acknowledges that Upkept possesses no technical or practical means of independently verifying the ownership of, or authority over, any website submitted to it, that any person may submit any web address to the Service, and that Upkept therefore relies exclusively upon the representations made in this Section 5; and
5. (e)the Client shall not connect, or attempt to connect, any website in respect of which it is not certain of the rights warranted in this Section 5.

6. Verification of Authority

1. (a)Upkept may, at any time and at its sole discretion, require the Client to furnish evidence satisfactory to Upkept of its ownership of, or authority over, any Connected Website.
2. (b)Pending receipt of such evidence, Upkept may suspend, disconnect, or cease serving any Connected Website without liability to the Client or to any third party.
3. (c)Upkept is under no obligation to make any such request, and the absence of a request shall not constitute acceptance, acknowledgement, waiver, or estoppel as to the existence of the Client's rights, nor shall it diminish the Client's obligations under Section 5 or Section 10.

7. Scope of Access

For the avoidance of doubt, and so that the nature of Upkept's access is fully disclosed:

1. (a)Upkept accesses a Connected Website in the manner of an ordinary member of the public, retrieving only such pages and resources as are publicly served to any visitor;
2. (b)where the Plan so provides, Upkept retrieves, copies, stores, versions, and modifies a working copy of the Connected Website and the Client Content, in each case solely for the purpose of performing the Service. Upkept does not host the Connected Website, which is served throughout by the Client's own provider;
3. (c)Upkept conducts availability checks and automated assessments for indicia of common security defects; and
4. (d)Upkept does not attempt to access any resource not publicly served, nor to circumvent any authentication, access control, or protective measure, save to the extent the Client has expressly furnished credentials or administrative access pursuant to Section 8.

8. Third-Party Access Credentials

1. (a)The Client may be required to grant Upkept administrative or collaborator access to the Connected Website, its hosting environment, or its domain registrar, in order that the Service may be performed upon a website Upkept does not itself serve.
2. (b)The Client is solely responsible for the accuracy, scope, and currency of any access so granted, and for revoking such access upon termination.
3. (c)Upkept shall use such access solely to perform the Service and shall not disclose the Client's credentials to any third party save as required to provide the Service or by law.
4. (d)Nothing in this Section 8 diminishes the Client's representations under Section 5, which apply equally to the Client's right to grant such access.

8A. Administration of the Client's Upkept Account

Separately from access to the Connected Website under Sections 7 and 8, Upkept administers the Client's Upkept account, and the following is disclosed so that the extent of that administration is not left to inference:

1. (a)Upkept may view the Client's account as the Client sees it, for the purpose of providing support, investigating a fault, or answering a question about what the account shows. Such viewing is read-only: no Change may be requested, no purchase made, no version restored, and no website modified while an account is being so viewed, and the facility is technically constrained to that effect rather than merely undertaken as a matter of practice.
2. (b)Upkept may cause a password-reset message to be sent to the address recorded upon the account, at the Client's request or where the Client is otherwise unable to obtain access. Upkept does not know, cannot read, and cannot set the Client's password; a password is changed only by the Client following the link so sent.
3. (c)Upkept may terminate all active sessions upon an account, whereupon every device signed in to it is signed out and the Client must sign in afresh. The Client's password is unaffected by this.
4. (d)Upkept may alter the electronic mail address recorded upon an account, at the Client's request or to correct an evident error. Because that address is the credential by which the Client signs in, any such alteration is notified to both the former and the new address, and terminates all active sessions.
5. (e)Upkept may run the assessments described in Section 7(c) upon a Connected Website at any time, in addition to those the Plan provides on a schedule.
6. (f)Upkept may send the Client an individual message, at the address recorded upon the account, in connection with the Service or in reply to a matter the Client has raised. Such messages are service communications within the meaning of Section 25 and are not promotional messages within the meaning of Section 26.
7. (g)The facilities described in this Section 8A are available only to Upkept's own personnel and are not exercisable by any other client.

8B. Automated Warnings

Upkept transmits certain warnings automatically, without a person composing or reviewing them first. The Client's attention is drawn to what these are, and to what they are not:

1. (a)Upkept warns the Client, by electronic mail, as the registration of the Client's domain approaches expiry, and again should it lapse. This warning is generated from the date published by the domain registry. THE CLIENT'S DOMAIN IS REGISTERED IN THE CLIENT'S OWN NAME, WITH THE CLIENT'S OWN REGISTRAR, AND UPKEPT CANNOT RENEW IT. Renewal is the Client's responsibility and the warning does not transfer it.
2. (b)Upkept likewise warns the Client as the TLS certificate serving the Connected Website approaches expiry. Such certificates are ordinarily issued and renewed by the Client's hosting provider, not by Upkept, and this warning likewise transfers no responsibility for renewal.
3. (c)Upkept may inform the Client where a scheduled assessment has found a fault upon the Connected Website. Only assessments that were performed and did fail give rise to such a message.
4. (d)These warnings are a courtesy arising from monitoring, and are transmitted on a best-efforts basis. UPKEPT DOES NOT WARRANT THAT ANY SUCH WARNING WILL BE GENERATED, TRANSMITTED, DELIVERED, OR RECEIVED, AND THE ABSENCE OF A WARNING IS NOT A REPRESENTATION THAT NOTHING IS AMISS. A published date may be unreadable, a registry unavailable, or a message delayed, filtered, or undelivered. Sections 18 and 20 apply to this Section in full.
5. (e)These are service communications within the meaning of Section 25. They are not promotional messages, and the election in Section 26 does not suppress them; a Client who does not wish to receive them may say so and Upkept will act upon that request.

8C. Reporting a Fault in the Service

1. (a)The Client may report a fault in the Service itself from within their account. Such a report is not a Change request: it is not counted against the Client's included Changes under Section 14, is not subject to the limits in that Section, and attracts no charge under Section 11.
2. (b)A fault report may be submitted irrespective of whether the Client's included Changes are exhausted, and irrespective of whether the subscription is active, paused, or cancelled.
3. (c)Upkept undertakes to receive and consider each report. Upkept does not undertake to resolve any particular fault, nor within any period, and Section 17 (Turnaround; No Service Level) applies.

9. Licence Grant

Title to the Client Content remains vested in the Client, and nothing in this Section 9 operates to transfer ownership. The Client hereby grants to Upkept a non-exclusive, worldwide, royalty-free licence, for the term of the subscription, to host, store, reproduce, copy, cache, version, adapt, modify, transmit, display, and publish the Connected Website and the Client Content, solely to the extent necessary to perform the Service. Upkept shall not exploit the Client Content for any other purpose. This licence terminates upon termination of the subscription, save in respect of residual copies retained in routine backup media in accordance with Section 13(d).

10. Indemnification

The Client shall indemnify, defend, and hold harmless Upkept, together with its owners, officers, employees, contractors, agents, successors, and assigns, from and against any and all claims, demands, actions, proceedings, liabilities, losses, damages, penalties, costs, and expenses (including reasonable attorneys' fees and the costs of investigation and defence) arising out of or relating to:

1. (a)any breach or alleged breach of the representations, warranties, or covenants given in Section 5;
2. (b)any assertion that a Connected Website was submitted to the Service without the right, authority, or permission to do so;
3. (c)any Client Content, or any Change requested by the Client, including any assertion that the same infringes or misappropriates the rights of a third party;
4. (d)the Client's use of the Service in violation of this Agreement or of applicable law; and
5. (e)any claim brought by a third party, including any owner of a Connected Website other than the Client, arising from Upkept's performance of the Service in reliance upon the Client's representations.

10A. Conduct of Indemnified Claims

1. (a)Upkept shall notify the Client promptly upon becoming aware of any claim to which Section 10 applies, provided that a failure or delay in giving such notice shall not relieve the Client of its obligations save to the extent materially prejudiced thereby.
2. (b)Upkept may, at its election, assume or participate in the defence of any such claim using counsel of its own choosing, at the Client's expense.
3. (c)The Client shall not settle or compromise any such claim in a manner that imposes any obligation, admission, or restriction upon Upkept without Upkept's prior written consent.
4. (d)The Client shall provide such co-operation, information, and assistance as Upkept may reasonably require in connection with any such claim.
5. (e)The obligations in Section 10 and this Section 10A survive termination of this Agreement in accordance with Section 29.

11. Fees, Billing, and Renewal

1. (a)The Plan renews and bills automatically to the payment method on file, at the billing interval selected at the point of subscription, until cancelled in accordance with Section 13.
2. (b)Billing intervals are monthly or annual. An annual Plan is payable in full and in advance in respect of the twelve (12) month period to which it relates, and renews for successive annual periods at the then-current annual rate.
3. (c)Annual billing is presented as the default selection upon Upkept's pricing and subscription pages. Monthly billing remains available at all times and may be chosen before subscribing. The interval displayed upon the subscription page at the moment of acceptance is the interval contracted, and the sum there stated is the sum charged; no interval and no amount is applied that was not so displayed.
4. (d)Where an annual rate is expressed anywhere as a monthly equivalent, that figure is furnished for comparison only. It does not constitute an instalment arrangement, and the sum falling due is the annual sum stated at the point of subscription.
5. (e)Fees are those displayed at the point of subscription and may be varied upon not less than thirty (30) days' notice.
6. (f)Upkept may from time to time extend a personal promotional offer to an identified prospective Client by means of a private link. Such an offer applies a stated percentage reduction to the Plan fee for the stated period only, whereupon the Plan reverts automatically, and without further notice, to the standard rate then applicable to it. The reduced sum, the duration of the reduction, and the standard sum to which the Plan reverts are each displayed upon the subscription page at the moment of acceptance, and the sums there stated are the sums charged.
7. (g)Separately from a promotional discount, Upkept may extend COMPLIMENTARY ACCESS by either of two means: a private link issued to an identified prospective Client, or an access code supplied by Upkept and entered by the Client upon the subscription page. Complimentary Access is a grant of a paid Plan at no charge whatsoever, and is to be distinguished throughout from the complimentary Plan described in Section 12, which is a different thing: Complimentary Access confers the paid Plan so granted, in full, together with everything that Plan includes, and Section 12 does not apply to it.
8. (h)No payment method is requested, collected, or held in respect of Complimentary Access, no subscription is created with our payment processor, and no sum whatsoever falls due during it. Where Complimentary Access is granted by a private link for a stated period, that period commences upon the Client's acceptance of the link and not upon its issue. Where Complimentary Access is granted by an access code, or where no period is stated, it continues until brought to an end under sub-clause (l) below.
9. (i)Where Complimentary Access is granted for a stated period, then upon its expiry one of two things occurs, as stated upon the link at the moment of acceptance: the Client's Plan reverts to the complimentary Plan described in Section 12, or the Service ceases entirely. Complimentary Access granted without a stated period does not expire of itself and continues until Upkept brings it to an end under sub-clause (l). In every case the Client's account, Connected Website records, and retained versions are preserved, and the Client may at any time subscribe to a paid Plan at the standard rate then applicable, whereupon the Service resumes. Nothing in this sub-clause obliges the Client to subscribe, and no sum becomes payable by reason of an expiry or ending.
10. (j)An access code additionally entitles the account entering it to obtain, at no charge, any of the optional one-off extras described in this Section 11, which are otherwise chargeable. Save as to price, an extra so obtained is furnished upon the same terms as a purchased one and confers no service level.
11. (k)Complimentary Access granted by a private link is personal to the recipient, capable of being claimed once only, not transferable, and of no cash value. An access code, by contrast, is not personal to any one recipient and may be entered by more than one person while it remains in force; the Client acknowledges that an access code confers no exclusive right, that Upkept may change or withdraw it at any time, and that doing so does not affect any account already established with it. Upkept may in addition extend, curtail, or bring to an end any grant of Complimentary Access at any time and without liability, and may withdraw an unclaimed link before it is claimed. A grant of Complimentary Access creates no entitlement to any further or future grant.
12. (l)A promotional offer is personal to the recipient, is capable of being redeemed once only, is not transferable, carries no cash value, and may not be combined with any other promotional offer. Promotional offers are made in respect of monthly billing. Upkept may withdraw an offer that has not yet been redeemed at any time before redemption, and any offer not redeemed by its stated expiry date lapses automatically. Redemption of an offer does not vary any other term of this Agreement, and the Plan so obtained remains subject to it in its entirety, including as to automatic renewal under this Section 11 and cancellation under Section 13.
13. (m)Upkept may in addition offer optional one-off extras, purchasable from within the Client's account, each of which is charged once at the price displayed at the point of purchase and is not a recurring charge and does not alter the Plan. Such extras are furnished subject to this Agreement in its entirety, including Sections 17, 18 and 20, and confer no service level. Where an extra relates to the restoration of a website it operates upon the versions Upkept holds and is subject to Section 16; it is not, and is not offered as, a repair of any fault in the Client's hosting, domain, or third-party services.
14. (n)All fees are non-refundable except to the extent refund is required by applicable law.
15. (o)Upkept may suspend the Service in the event of failed or overdue payment until payment is resolved.
16. (p)The Client is responsible for all taxes arising in respect of the fees, other than taxes on Upkept's income.

12. The Free Plan

The complimentary Plan (“Keep An Eye”) is furnished gratuitously, requires no payment method, and comprises only those elements listed for it at the point of subscription, namely a twice-daily availability check, an email notification upon detected unavailability, and one (1) small Change per calendar month. It expressly excludes backups, rollback, the periodic report, and all additional checks included in paid Plans. It requires a website the Client already controls. Unused Changes do not accrue or carry forward, and paid supplementary Changes are unavailable upon it. Upkept may vary, limit, suspend, or withdraw the complimentary Plan, or close inactive complimentary accounts, at any time and without liability. THE COMPLIMENTARY PLAN IS PROVIDED “AS IS,” WITHOUT SERVICE LEVEL, COMMITMENT, OR WARRANTY OF ANY KIND.

13. Termination and Effect of Termination

1. (a)The Client may cancel at any time from its billing page. Cancellation operates prospectively, terminating future billing; it does not give rise to a refund of the current period.
2. (b)Upon an annual Plan, the current period is the annual period then in effect. The Service continues until that period expires and does not renew thereafter; no refund arises in respect of any unexpired portion of it.
3. (c)Upon expiry of the paid period, provision of the Service, including all care, monitoring, and Changes, ceases.
4. (d)The Connected Website is hosted by the Client's own provider and is unaffected by cancellation: it continues to be served exactly as before. What ceases is Upkept's care of it — the monitoring, the checks, the alerts, and the implementation of Changes.
5. (e)The Client may request a copy of its then-current Client Content at any time during the subscription and for thirty (30) days thereafter. Following that period Upkept may delete the same, save that residual copies may persist in routine backup media for a reasonable period.
6. (f)Upkept may suspend or terminate the Service immediately upon breach of this Agreement, non-payment, abusive use, or where continued provision would in Upkept's reasonable judgement expose it to legal risk.

14. Scope of Included Changes

A “Change” means a discrete modification to an existing Connected Website, including revision of text, business hours, pricing, the substitution of an image, the addition of a promotional banner or testimonial, and modifications of comparable scope. Plans conferring a limited number of Changes reset monthly, and unused Changes do not accrue or carry forward. The monthly reset applies irrespective of the billing interval: payment upon an annual basis does not aggregate a year's Changes for use in advance, nor extend the period within which a given month's Changes may be used. Work exceeding the foregoing scope — including the creation of new pages, redesigns, custom development, and campaign work — is not comprised within any care Plan and may be quoted and contracted separately.

15. Turnaround; No Service Level

Whilst Changes are ordinarily implemented promptly, Upkept gives no undertaking, guarantee, or service level as to the completion time of any individual request, and time shall not be of the essence. Priority handling, where offered, denotes relative ordering only and confers no guaranteed interval.

16. Backups and Rollback

Upkept maintains versioned copies of Changes it implements and, on Plans that include backup and rollback, may revert a Change upon request. References in this Agreement to a backup include any periodic copy of a Connected Website described upon Upkept's pricing pages as a snapshot, howsoever expressed, and this Section 16 governs every such copy equally. BACKUPS ARE PROVIDED AS A CONVENIENCE ONLY. UPKEPT DOES NOT WARRANT THAT ANY PARTICULAR BACKUP WILL EXIST, BE COMPLETE, BE UNCORRUPTED, OR BE CAPABLE OF RESTORATION, AND THE CLIENT REMAINS RESPONSIBLE FOR MAINTAINING ITS OWN INDEPENDENT COPIES OF ANYTHING IT CANNOT AFFORD TO LOSE. Upkept bears no responsibility for content altered outside the Service or for data held by third-party platforms.

16A. Attribution

Upkept places a small credit in the footer of each Connected Website it maintains, reading “Cared for by Upkept” and linking to upkepthq.com. The credit is unobtrusive, carries no tracking, and its link is marked so as not to affect the Client's standing with search engines. It is reapplied following each Change, and the Client agrees not to remove it for the duration of the subscription. Upon termination the Client may remove it freely, and the restore point taken when a website is first brought within the Service is retained without it. A Client requiring the credit removed during the subscription may request this in writing and Upkept shall not unreasonably refuse.

17. No Guarantee of Results

Upkept gives no guarantee, representation, or undertaking as to any business outcome, volume of traffic, search engine ranking, position or citation within any search engine, generative model, or AI assistant, volume of enquiries, conversion, or revenue. Search, optimisation, and content features are best-efforts undertakings only. All scores, reports, assessments, and recommendations furnished by Upkept, including those produced by the Health Check, are informational and advisory in nature and are not warranties, certifications, or professional advice of any kind.

18. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE, THE HEALTH CHECK, AND ALL MATERIALS FURNISHED IN CONNECTION THEREWITH ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. UPKEPT EXPRESSLY DISCLAIMS ALL WARRANTIES, CONDITIONS, AND REPRESENTATIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR ARISING FROM COURSE OF DEALING OR USAGE OF TRADE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. UPKEPT DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; THAT ANY DEFECT WILL BE CORRECTED; THAT ANY WEBSITE WILL REMAIN AVAILABLE; OR THAT ANY SECURITY INCIDENT, MALWARE, INTRUSION, DEFECT, OR OUTAGE WILL BE DETECTED, PREVENTED, OR REMEDIED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM UPKEPT CREATES ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WHERE APPLICABLE LAW DOES NOT PERMIT THE EXCLUSION OF CERTAIN WARRANTIES, THE FOREGOING EXCLUSIONS APPLY TO THE FULLEST EXTENT PERMITTED.

19. Force Majeure

Upkept shall not be liable for any failure or delay in performance arising from causes beyond its reasonable control, including outages, suspensions, deprecations, or alterations at hosting providers, domain registrars, website platforms, payment processors, electronic mail or telecommunications carriers, certificate authorities, or internet infrastructure; failures of power or connectivity; acts of God; natural catastrophe; epidemic; fire; flood; war; terrorism; civil disturbance; labour dispute; or act, order, or restraint of government.

20. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW: (A) THE AGGREGATE LIABILITY OF UPKEPT FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE, OR OTHERWISE, AND WHETHER TAKEN SINGLY OR IN AGGREGATE, SHALL NOT EXCEED THE TOTAL AMOUNT ACTUALLY PAID BY THE CLIENT TO UPKEPT IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; (B) WHERE THE CLIENT SUBSCRIBES TO THE COMPLIMENTARY PLAN AND HAS PAID UPKEPT NOTHING, SUCH AGGREGATE LIABILITY SHALL NOT EXCEED ONE HUNDRED UNITED STATES DOLLARS (US$100); AND (C) UPKEPT SHALL IN NO EVENT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, NOR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, CONTRACTS, ANTICIPATED SAVINGS, GOODWILL, REPUTATION, OR DATA, HOWEVER ARISING, EVEN IF ADVISED OF THE POSSIBILITY THEREOF AND EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING LIMITATIONS ARE A FUNDAMENTAL BASIS OF THE BARGAIN BETWEEN THE PARTIES AND SHALL APPLY NOTWITHSTANDING ANY CONTRARY PROVISION. NOTHING HEREIN EXCLUDES OR LIMITS LIABILITY THAT MAY NOT LAWFULLY BE EXCLUDED OR LIMITED.

21. The Website Health Check

The Health Check is furnished gratuitously to the public, with or without an account. By submitting a web address the submitting party represents that it is entitled to request an assessment of that website, and covenants that it shall not employ the Health Check to assess websites with which it has no connection, to conduct automated, bulk, or repeated requests, or to probe, overload, disrupt, or test the defences of any website or of Upkept. The Health Check retrieves only publicly served pages; it does not authenticate, alter, or attempt to circumvent any protective measure. Results are automated and informational, are furnished subject to Sections 17, 18, and 20, and constitute neither a certification of security nor an assertion of defect. Upkept may rate-limit, restrict, suspend, or withdraw the Health Check at any time.

22. Acceptable Use

The Client shall not employ the Service for unlawful, deceptive, harmful, infringing, or abusive purposes, nor for any purpose placing Upkept or its suppliers in breach of their own terms. Upkept reserves the right, exercisable at its sole discretion and without liability, to refuse, remove, or decline to publish any content or request, and to suspend or terminate the Service pursuant to Section 13(e).

23. Intellectual Property

As between the parties, the Client retains all right, title, and interest in the Client Content. Work performed upon a Connected Website in the course of the Service vests in the Client as part of the subscription. Upkept retains all right, title, and interest in and to the Service and in its software, systems, models, tooling, methods, know-how, and processes, together with all improvements thereto, and nothing in this Agreement conveys any licence or interest therein to the Client save as expressly stated.

23A. Copyright Complaints and Takedown (DMCA)

Upkept hosts websites at the direction of its Clients and respects the intellectual-property rights of others. This Section sets out our notice-and-takedown procedure under the Digital Millennium Copyright Act, 17 U.S.C. § 512.

1. (a)Notice. A copyright owner, or an agent authorised to act for one, who believes that material stored or published by Upkept in the course of the Service infringes their copyright may send a written notification to our copyright contact at upkept11@gmail.com, including: (i) a physical or electronic signature of the owner or authorised agent; (ii) identification of the copyrighted work claimed to be infringed; (iii) identification of the material claimed to be infringing and information reasonably sufficient to locate it; (iv) the notifying party's contact information; (v) a statement of good-faith belief that the use is not authorised by the owner, its agent, or the law; and (vi) a statement, under penalty of perjury, that the notification is accurate and that the notifying party is the owner or authorised to act for the owner.
2. (b)Action. Upon receipt of a substantially compliant notification, Upkept will expeditiously remove or disable access to the identified material, will notify the affected Client, and will provide the Client with a copy of the notification.
3. (c)Counter-notification. A Client who believes material was removed by mistake or misidentification may send a written counter-notification containing the elements required by 17 U.S.C. § 512(g)(3). Upon receipt, Upkept may restore the material in accordance with that section unless the original notifying party informs us that it has filed a court action.
4. (d)Repeat infringers. Upkept will terminate the account of any Client determined, in appropriate circumstances, to be a repeat infringer.
5. (e)Misrepresentation. Any person who knowingly materially misrepresents that material is infringing, or was removed by mistake, may be liable for damages under 17 U.S.C. § 512(f).

24. Modification of Terms

Upkept may amend this Agreement from time to time. Material amendments shall be notified with reasonable notice by electronic mail or by publication upon this page, and the date recorded at the head of this page shall be updated accordingly. Continued use of the Service, or continuation of the subscription, following the effective date of any amendment constitutes acceptance thereof. Where the Client does not accept an amendment, its sole and exclusive remedy is to cancel pursuant to Section 13.

25. Service Messages

Upkept contacts the Client about the Client's own website by electronic mail, at the address recorded upon the account. This includes an alert when a Connected Website is found to be unreachable, a further message when it is reachable again on Plans that include a recovery alert, the automated warnings described in Section 10, and the monthly report on Plans that include one. These are service messages rather than marketing, they are part of the Service the Client is paying for, and they continue for so long as the subscription does. Upkept does not send text messages. Text alerts were offered upon the two highest Plans between 31 July 2026 and 5 August 2026 and have been withdrawn; no Plan now includes them, and a mobile telephone number held upon the account is not used to send messages of any kind. Where the Client no longer wishes to receive a particular service message, the Client may say so and Upkept will act upon that request, save that Upkept cannot undertake to keep the Client informed of an outage it has asked not to be told about.

26. Promotional Messages

Separately from the service messages described in Section 25, Upkept sends account holders below the top Plan one message per calendar month suggesting the next Plan up. This message is promotional, is sent at most once per calendar month, and is sent by electronic mail only — promotional messages are never sent by text. Every such message carries a one-click means of opting out, and opting out has no effect upon the Plan, the Connected Website, or the service messages described in Section 25, which continue regardless. The Client may also opt out at any time by writing to us.

27. Governing Law; Venue; Dispute Resolution

1. (a)This Agreement, and any dispute arising out of or relating to it or to the Service, shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict-of-laws principles, and excluding the United Nations Convention on Contracts for the International Sale of Goods.
2. (b)The parties submit to the exclusive jurisdiction of the state and federal courts situated in Tarrant County, Texas, and each waives any objection to venue or forum non conveniens therein.
3. (c)Prior to commencing any formal proceeding, the aggrieved party shall give written notice of the dispute and shall allow thirty (30) days for the parties to attempt resolution in good faith. The overwhelming majority of matters are resolved at this stage.
4. (d)Each party shall bear its own costs in any dispute, save as otherwise provided in Section 10 or as awarded by a court of competent jurisdiction.

28. Miscellaneous

1. (a)Severability. If any provision of this Agreement is held invalid, illegal, or unenforceable, that provision shall be modified to the minimum extent necessary to render it enforceable, or if incapable of such modification, severed; and the remaining provisions shall continue in full force and effect.
2. (b)Waiver. No failure or delay in exercising any right constitutes a waiver thereof, and no waiver of any breach constitutes a waiver of any subsequent breach. A waiver is effective only if given in writing.
3. (c)Assignment. The Client may not assign, novate, or otherwise transfer this Agreement or any right hereunder without Upkept's prior written consent. Upkept may assign this Agreement in connection with a merger, reorganisation, or sale of all or substantially all of its assets or business.
4. (d)Entire Agreement. This Agreement constitutes the entire agreement between the parties as to its subject matter and supersedes all prior and contemporaneous communications, representations, understandings, and agreements, whether oral or written. The Client acknowledges that it has not relied upon any statement not expressly set out herein.
5. (e)Notices. Notices to Upkept shall be given by electronic mail to the address published upon our website. Notices to the Client shall be given to the electronic mail address recorded on its account, and shall be deemed received upon transmission.
6. (f)Relationship. Nothing in this Agreement creates any partnership, joint venture, employment, franchise, or agency relationship between the parties. Neither party has authority to bind the other.
7. (g)Third Parties. This Agreement confers no right or benefit upon any person who is not a party to it.
8. (h)Counterparts and Electronic Execution. This Agreement may be accepted electronically, and such acceptance has the same force and effect as a signature upon a physical counterpart.

29. Survival

Sections 1 (Definitions), 5 (Client Representations), 9 (Licence Grant, as to residual backup copies only), 10 and 10A (Indemnification and Conduct of Indemnified Claims), 13 (Effect of Termination), 16 (Backups), 17 (No Guarantee of Results), 18 (Disclaimer of Warranties), 20 (Limitation of Liability), 23 (Intellectual Property), 27 (Governing Law), 28 (Miscellaneous), and this Section 29 survive termination or expiry of this Agreement for any reason, together with any other provision which by its nature is intended to survive.

30. Acceptance and Electronic Signature

By checking the acceptance box and typing their name at the point of subscription, the Client (or the authorised adult accepting on behalf of the business) executes this Agreement electronically, acknowledges having had the opportunity to read it in full, and agrees that such electronic signature is valid, binding, and enforceable to the same extent as a handwritten signature. THE CLIENT SPECIFICALLY ACKNOWLEDGES HAVING READ AND ACCEPTED SECTIONS 5, 10, 18, AND 20.