Terms of Service

1. Who we are and this agreement

Upbird is owned and operated by Muzzlab Technologies, a business registered in Nigeria ("Muzzlab", "we", "us" or "our"). These Terms of Service ("Terms") form a binding agreement between you and Muzzlab and govern your access to and use of upbird.ai, getupbird.com, our web and mobile applications, and any related services (together, the "Service").

By creating an account, clicking to accept these Terms, or using the Service, you agree to these Terms and to our Privacy Policy. If you do not agree, do not use the Service. If you use the Service on behalf of a company or other organisation, you confirm that you have authority to bind it, and "you" means that organisation.

2. Eligibility and accounts

You must be at least 18 years old and able to enter into a binding contract to use the Service. You agree to give accurate and complete information when you register and to keep it up to date.

You are responsible for keeping your login details confidential and for all activity under your account, including activity by team members you invite. Tell us immediately at [email protected] if you believe your account has been accessed without your permission. We are not liable for losses caused by unauthorised use of your account where you failed to keep your credentials secure.

3. The Service

Upbird reads the product information you provide (such as a website, app store listing or document) and creates a summary of your product, audience and tone of voice (the "Brief"). Using the Brief, Upbird drafts posts, images, video scripts and advertisements, publishes them to the social media and advertising accounts you connect, adjusts advertising within your limits, and reports on results.

We may add, change or remove features from time to time. If we remove a material feature of a paid plan during your billing period, we will give you reasonable notice and, where appropriate, a pro-rated refund for the affected period.

Some features may be marked as beta or preview. They are provided for evaluation, may change or be withdrawn, and are offered without any warranty.

4. Autonomous operation and your responsibility

Upbird is designed to work autonomously. Once you connect your accounts, it creates and publishes content, launches and adjusts advertising, and optimises based on results without asking you each time, within the guardrails you configure. Guardrails include budgets, cost limits, posting frequency, blocked words and topics, and whether approval is required before publishing.

Content is published under your name and on your accounts. You are responsible for reviewing your product information and guardrails, for ensuring that content and advertising published through the Service are accurate, lawful and supported by evidence, and for complying with the advertising and consumer protection laws that apply to your business. If you want to review content before it goes out, you can turn on approvals at any time. Upbird is a software tool that acts on your instructions and settings; we are not your advertising agency, publisher or legal adviser.

5. Connected platforms and advertising spend

To publish content and run ads, you may connect third-party accounts such as Instagram, Facebook, TikTok, LinkedIn, X, YouTube and Google Ads ("Platforms"). By connecting a Platform, you authorise Upbird to access and act on that account within the permissions you grant. You may disconnect a Platform at any time in Upbird or in the Platform's own settings.

• Your use of each Platform is also governed by that Platform's terms and policies, which you agree to follow.
• Advertising costs are billed by the Platform directly to the payment method on your ad account. Our fees do not include ad spend, and we do not hold or pay ad spend on your behalf.
• Upbird applies your budget and cost limits on a best-effort basis. Platforms may deliver above a daily budget within their own rules, and you remain responsible for all charges on your ad accounts.
• Platforms may reject, restrict or remove content or ads, change or withdraw their APIs, or suspend accounts. We are not responsible for Platform decisions, and features that depend on a Platform may change or stop working if the Platform changes.

6. Acceptable use

You must not use the Service, or allow anyone else to use it, to:

• promote products or services that are illegal, or that you are not authorised to sell;
• publish false, misleading or unsubstantiated claims, fake reviews, or fake endorsements or testimonials;
• send spam, manipulate engagement, or create fake, automated or impersonating accounts;
• infringe or misappropriate anyone's intellectual property, privacy or other rights;
• publish content that is defamatory, hateful, harassing, sexually explicit, violent or otherwise harmful;
• target or exclude people in ways that discriminate unlawfully, or that breach Platform rules for special categories such as housing, employment, credit, health or politics;
• upload malware, or attempt to probe, scrape, overload, disrupt, decompile or reverse engineer the Service, or get around usage limits or security measures;
• resell, sublicense or provide the Service to third parties except as part of your own use with your team.

We may remove content, pause campaigns or suspend accounts that we reasonably believe breach this section.

7. Your content and generated content

Your content. You keep all rights in the information and materials you provide to the Service, including product information, files, images, logos and instructions ("Inputs"). Between you and us, and to the extent permitted by law, you own the posts, images, scripts, ads and other content the Service generates for you ("Outputs").

Licence to us. You grant Muzzlab a worldwide, non-exclusive, royalty-free licence to host, store, copy, process, adapt and publish your Inputs and Outputs only as needed to provide, maintain, secure and support the Service for you, including publishing to the Platforms you connect. We do not use your Inputs or Outputs to train models that serve other customers without your permission.

Your promises. You confirm that you have all rights needed to provide your Inputs and to let us use them as described, and that your Inputs do not infringe anyone's rights.

Generated content. Outputs are produced automatically using machine learning. They may contain errors, may be similar to content produced for other users, and may not be suitable for your purpose. You should review Outputs before approving them, especially any statements about health, finance, results or competitors.

8. Our intellectual property

The Service, including its software, design, text and graphics and the Upbird name and logo, is owned by Muzzlab or its licensors and is protected by intellectual property laws. Subject to these Terms, we grant you a limited, non-exclusive, non-transferable right to use the Service during your subscription. You may not use our name or logo without our written permission.

9. Plans, trials, billing and refunds

Paid plans are billed in advance on a monthly or yearly basis through our third-party payment processor. By starting a paid plan, you authorise us and our payment processor to charge your payment method for the plan fee and applicable taxes at the start of each billing period.

• Free trials. If we offer a free trial, its length will be shown when you sign up. We will remind you before it ends, and you will not be charged unless you choose a paid plan or the trial terms you accepted say otherwise.
• Renewal. Plans renew automatically for the same period until cancelled.
• Cancellation. You can cancel at any time in your account settings. Cancellation takes effect at the end of the current billing period, and you keep access until then.
• Refunds. Fees are non-refundable except where required by law or where these Terms say otherwise.
• Price changes. We may change prices with at least 30 days' notice. New prices apply from your next renewal after the notice period.
• Late payment. If a payment fails, we may suspend paid features until it is resolved.
• Taxes. Prices exclude taxes such as VAT unless stated otherwise. You are responsible for applicable taxes.

10. Third-party services

The Service works with services we do not control, including Platforms, payment processors, artificial intelligence model providers and analytics tools. We are not responsible for third-party services, and your use of them is governed by their own terms and privacy policies.

11. Privacy and data protection

Our Privacy Policy explains how we collect and use personal data. If you use the Service to process personal data of others (for example, audience data from your Platforms), you are responsible for having a lawful basis to do so and for meeting your obligations under applicable data protection law, including the Nigeria Data Protection Act 2023 where it applies.

12. Availability and support

We work to keep the Service available and reliable, but we do not guarantee that it will be uninterrupted or error-free. We may carry out scheduled maintenance, and the Service may be affected by events outside our control, including Platform outages. Support is available by email at [email protected].

13. Feedback

If you send us suggestions or ideas about the Service, we may use them without restriction or obligation to you.

14. Disclaimers

Upbird helps you market your product, but we do not promise any particular number of views, clicks, sign-ups, downloads or sales, or any return on advertising spend. To the fullest extent permitted by law, the Service is provided "as is" and "as available", and we disclaim all warranties, express or implied, including warranties of merchantability, satisfactory quality, fitness for a particular purpose and non-infringement.

15. Limitation of liability

To the fullest extent permitted by law:

• Muzzlab will not be liable for any indirect, incidental, special, consequential or punitive damages, or for any loss of profits, revenue, business, goodwill or data, or for advertising spend, whether in contract, tort (including negligence) or otherwise, even if we were told such loss was possible;
• Muzzlab's total liability for all claims arising out of or relating to these Terms or the Service is limited to the greater of (a) the fees you paid to us for the Service in the 12 months before the event giving rise to the claim, and (b) one hundred United States dollars (US $100) or its equivalent in Naira.

Nothing in these Terms limits liability that cannot be limited by law, such as liability for fraud or for death or personal injury caused by negligence.

16. Indemnity

You agree to defend, indemnify and hold harmless Muzzlab and its owners, staff and contractors from any claims, damages, losses and costs (including reasonable legal fees) arising from your Inputs, content published or ads run through your account or under your settings, your use of the Platforms, or your breach of these Terms or applicable law.

17. Suspension and termination

You may stop using the Service and delete your account at any time. We may suspend or terminate your access if you materially breach these Terms, fail to pay fees when due, or use the Service in a way that creates legal or security risk for us, other users or the Platforms. Where reasonable, we will give you notice and a chance to fix the problem first.

When your account ends, we stop publishing and managing ads for you, your right to use the Service ends, and we delete your data as described in our Privacy Policy. You can export your content before closing your account. Sections 7, 8 and 13 to 21 survive termination.

18. Governing law and disputes

These Terms are governed by the laws of the Federal Republic of Nigeria. Before starting any formal proceedings, both parties will try in good faith to resolve a dispute by contacting each other in writing (you can reach us at [email protected]) for at least 30 days. If the dispute is not resolved, the courts of Edo State, Nigeria will have exclusive jurisdiction, except that either party may seek urgent injunctive relief in any competent court. If you are a consumer, you may also have the right to bring a claim in the courts where you live.

19. Changes to these Terms

We may update these Terms from time to time. If a change is material, we will notify you by email or in the Service at least 30 days before it takes effect. If you continue to use the Service after the change takes effect, you accept the updated Terms. If you do not agree, you may cancel before the change takes effect.

20. General

• Entire agreement. These Terms and the Privacy Policy are the entire agreement between you and Muzzlab about the Service.
• Severability. If any part of these Terms is found unenforceable, the rest remains in effect.
• No waiver. Not enforcing a right is not a waiver of that right.
• Assignment. You may not transfer your rights under these Terms without our consent. We may transfer ours in connection with a merger, acquisition or sale of assets, with notice to you.
• Force majeure. Neither party is liable for delays caused by events beyond its reasonable control.
• Notices. We may send notices to the email address on your account. You may send notices to us at [email protected].

21. Contact

Muzzlab Technologies
Nigeria
Email: [email protected]