Terms of Service

1. Definitions

2. Services and License Grant

2.1 License Grant

Subject to Customer's compliance with this Agreement and payment of all applicable Fees, Upstat grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the Subscription Term solely for Customer's internal business purposes in accordance with the Documentation and the applicable Subscription Plan.

2.2 Scope of Services

Upstat is an incident management platform providing monitoring, alerting, status pages, on-call scheduling, automation, and related services. The specific features and capabilities available to Customer are determined by the Subscription Plan. Upstat may update, modify, or enhance the Services from time to time, provided that such changes do not materially diminish the core functionality of the Services during an active Subscription Term.

2.3 Reservation of Rights

Upstat reserves all rights not expressly granted in this Agreement. No rights are granted by implication, estoppel, or otherwise. Customer acknowledges that the Services are offered as an online, subscription-based service, and Upstat may make changes to the Services from time to time.

3. Account Registration and User Responsibilities

3.1 Eligibility

By using the Services, you confirm that you are at least 16 years of age and have the legal capacity to enter into this Agreement. If you are using the Services on behalf of an organization, you represent and warrant that you have the authority to bind that organization to this Agreement.

3.2 Account Registration

Customer must provide accurate, current, and complete information during account registration and maintain the accuracy of such information throughout the Subscription Term. Customer is responsible for maintaining the confidentiality of all Account credentials and for all activities that occur under the Account.

3.3 Authorized Users

Customer may permit Authorized Users to access the Services subject to the limits of the applicable Subscription Plan. Customer is responsible for ensuring that all Authorized Users comply with this Agreement and is liable for any breach of this Agreement by its Authorized Users. Account credentials may not be shared among multiple individuals; each Authorized User must have unique login credentials.

3.4 Customer Responsibilities

Customer is responsible for:

• Maintaining the security of Account credentials and promptly notifying Upstat of any unauthorized access or security breach;
• Ensuring that Customer Data and its use of the Services comply with all applicable laws and regulations;
• Obtaining all necessary consents and authorizations required to collect, process, and transmit Customer Data through the Services;
• Configuring the Services appropriately for Customer's intended use, including alert thresholds, notification settings, and escalation policies;
• Ensuring that any Third-Party Services integrated with the Services comply with applicable laws and the terms of the third-party providers.

4. Acceptable Use

4.1 Prohibited Activities

Customer shall not, and shall not permit any Authorized User or third party to:

• Access or use the Services in violation of any applicable law or regulation;
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying algorithms, or structure of the Services;
• Copy, modify, create derivative works of, or distribute any portion of the Services except as expressly permitted;
• Rent, lease, lend, sell, sublicense, assign, or transfer rights to the Services to any third party;
• Remove, alter, or obscure any proprietary notices, labels, or marks on the Services;
• Use the Services to monitor systems, networks, or URLs without proper authorization from the owner;
• Use the Services for competitive benchmarking, competitive analysis, or to develop a competing product or service;
• Circumvent, disable, or otherwise interfere with security-related features of the Services;
• Introduce viruses, malware, or other malicious code into the Services;
• Use automated means (including bots, scrapers, or crawlers) to access the Services except through the provided API in accordance with Section 10;
• Interfere with or disrupt the integrity or performance of the Services or the data contained therein;
• Attempt to gain unauthorized access to the Services, other accounts, computer systems, or networks connected to the Services;
• Use the Services to send unsolicited communications, spam, or messages in violation of applicable laws;
• Use the Services in any manner that could damage, disable, overburden, or impair the Services.

4.2 Content Restrictions

Customer shall not upload, transmit, or store Customer Data that:

• Infringes any third party's Intellectual Property Rights or other proprietary rights;
• Is unlawful, defamatory, obscene, or otherwise objectionable;
• Contains malicious code, viruses, or harmful components;
• Violates the privacy or publicity rights of any third party.

4.3 Monitoring Restrictions

If Customer monitors URLs, endpoints, or systems that Customer does not own or control, Customer represents that it has obtained proper authorization to conduct such monitoring. If Upstat receives a valid request from the owner of a monitored resource to cease monitoring, Upstat reserves the right to disable monitoring of that resource and notify Customer accordingly.

4.4 Fair Use

Upstat does not impose hard limits on status page subscribers or notification volume. However, usage must reflect reasonable use proportionate to Customer's Subscription Plan and team size. If usage materially exceeds expected ranges, Upstat may contact Customer to discuss appropriate plan adjustments or custom pricing arrangements. This policy ensures sustainable operations while keeping essential functionality accessible.

4.5 Enforcement

Upstat reserves the right to investigate suspected violations of this Section 4 and may, in its sole discretion, immediately suspend or terminate Customer's access to the Services without notice or liability if Upstat reasonably believes Customer has violated this Section. Customer may appeal any enforcement action by contacting support@upstat.io.

5. Payment Terms

5.1 Fees and Payment

Customer agrees to pay all Fees associated with the selected Subscription Plan. All Fees are due immediately upon invoice and are payable in United States Dollars (USD) unless otherwise specified. Subscription Fees are billed in advance for the applicable Subscription Term.

5.2 Taxes

All Fees are exclusive of taxes. Customer is responsible for all sales, use, value-added, goods and services, withholding, and similar taxes or levies, whether domestic or foreign, except for taxes based on Upstat's income. If Upstat is required to collect or pay any such taxes, they will be invoiced to Customer unless Customer provides a valid tax exemption certificate.

5.3 Overdue Payments

If any Fees remain unpaid for more than thirty (30) days after the due date, Upstat may suspend Customer's access to the Services until all outstanding amounts are paid in full. During suspension, monitoring, notifications, and other time-sensitive features will be paused. Suspension does not relieve Customer of payment obligations, and Customer remains responsible for all Fees accrued during the Subscription Term.

5.4 No Refunds

Except as expressly set forth in this Agreement, all Fees paid are non-refundable, and no refunds or credits will be provided for partial subscription periods, unused features, or early termination.

5.5 Price Changes

Upstat may modify Fees for the Services at any time. Any Fee changes will not apply to the current Subscription Term but will take effect upon renewal. Upstat will provide at least sixty (60) days' prior written notice of any Fee increases via email to the Account owner.

5.6 Payment Processing

Payments are processed through our third-party payment processor, Stripe. By providing payment information, Customer authorizes Upstat and Stripe to charge the designated payment method for all Fees due. Customer agrees to Stripe's terms of service in connection with payment processing.

6. Free Trial

Upstat offers a thirty (30) day free trial with full access to platform features. No credit card is required to start a trial. At the end of the trial period, Customer must select a paid Subscription Plan to continue using the Services. If Customer does not convert to a paid plan, the Account may be suspended or deleted. Upstat will provide reasonable advance notice before any Customer Data is removed. Trial accounts are subject to all terms of this Agreement.

7. Term, Renewal, and Termination

7.1 Term

This Agreement commences on the date Customer first accepts this Agreement or accesses the Services and continues until terminated in accordance with this Section 7.

7.2 Subscription Term and Renewal

Subscriptions automatically renew for successive periods equal to the initial Subscription Term unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current Subscription Term. Customer may manage subscription settings and cancel auto-renewal through the billing dashboard.

7.3 Termination for Convenience

Customer may terminate this Agreement at any time by canceling the subscription through the Account settings or by contacting support@upstat.io. Termination will be effective at the end of the current Subscription Term. No refunds will be provided for the remaining portion of any prepaid Subscription Term.

7.4 Termination for Cause

Either party may terminate this Agreement immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice of the breach. Upstat may terminate or suspend access to the Services immediately without prior notice if Customer violates Section 4 (Acceptable Use) or if required to comply with applicable law.

7.5 Effect of Termination

Upon termination or expiration of this Agreement:

• All rights and licenses granted to Customer under this Agreement immediately terminate;
• Customer must cease all use of the Services;
• Customer remains obligated to pay any outstanding Fees;
• Upstat will delete Customer Data within twenty-four (24) hours of Account termination, unless a longer retention period is required by law or a separate data retention agreement;
• Each party shall return or destroy the other party's Confidential Information in its possession.

7.6 Survival

The following sections shall survive any termination or expiration of this Agreement: Section 1 (Definitions), Section 5 (Payment Terms) with respect to amounts due, Section 8 (Confidentiality), Section 9 (Intellectual Property), Section 11 (Warranties and Disclaimers), Section 12 (Limitation of Liability), Section 13 (Indemnification), Section 15 (Dispute Resolution), and Section 16 (General Provisions).

8. Service Levels and Support

8.1 Uptime Commitment

Upstat commits to maintaining 99.9% availability of the Services during each calendar month ("Uptime Commitment"). Availability is calculated as: ((Total Minutes in Month - Downtime Minutes) / Total Minutes in Month) x 100.

8.2 Exclusions

The Uptime Commitment does not apply to downtime resulting from:

• Scheduled maintenance, provided Upstat uses reasonable efforts to notify Customer in advance;
• Force majeure events as described in Section 16.5;
• Customer's acts or omissions, including misconfiguration of the Services;
• Failures of Third-Party Services or Customer's internet connectivity;
• Suspension of Services due to Customer's breach of this Agreement;
• Features designated as beta, preview, or experimental.

8.3 Support

Upstat provides technical support via live chat and email at support@upstat.io. Upstat will use commercially reasonable efforts to respond to support requests within four (4) hours during business hours. Enterprise customers may be eligible for additional support services, including video conferencing, dedicated onboarding assistance, and a dedicated account manager, as specified in the applicable Subscription Plan.

8.4 Status Information

Current service status and incident history are available at Upstat's status page. Customer may subscribe to status updates to receive notifications of service disruptions.

9. Confidentiality

9.1 Confidential Information

Each party (the "Receiving Party") agrees to hold in confidence all Confidential Information disclosed by the other party (the "Disclosing Party") and to use the same degree of care to protect the Disclosing Party's Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

9.2 Permitted Disclosure

The Receiving Party may disclose Confidential Information only to its employees, contractors, and agents who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement. The Receiving Party shall be responsible for any breach of this Section by its employees, contractors, or agents.

9.3 Exclusions

Confidential Information does not include information that:

• Is or becomes publicly available through no fault of the Receiving Party;
• Was rightfully in the Receiving Party's possession prior to disclosure;
• Is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information;
• Is rightfully obtained by the Receiving Party from a third party without restriction on disclosure.

9.4 Compelled Disclosure

If the Receiving Party is compelled by law, court order, or governmental authority to disclose Confidential Information, it shall, to the extent legally permitted, provide the Disclosing Party with prompt written notice to allow the Disclosing Party to seek a protective order or other appropriate remedy. The Receiving Party shall disclose only the minimum information required by law.

9.5 Duration

The obligations under this Section 9 shall survive termination of this Agreement and continue for a period of three (3) years following such termination, except with respect to trade secrets, which shall be protected for as long as they remain trade secrets under applicable law.

10. Intellectual Property

10.1 Upstat Intellectual Property

Upstat and its licensors retain all right, title, and interest in and to the Services, Documentation, and all related technology, including all Intellectual Property Rights therein. The Services are proprietary to Upstat and are protected by copyright, trade secret, and other intellectual property laws. Nothing in this Agreement transfers any ownership of Upstat's Intellectual Property Rights to Customer.

10.2 Customer Data

As between the parties, Customer retains all right, title, and interest in and to Customer Data. Customer grants Upstat a limited, non-exclusive, worldwide license to use, copy, store, transmit, and display Customer Data solely to the extent necessary to provide the Services to Customer in accordance with this Agreement.

10.3 Usage Data

Upstat may collect and use aggregated, anonymized, or de-identified data derived from Customer's use of the Services ("Usage Data") for purposes of improving the Services, generating benchmarks, and other lawful business purposes. Usage Data will not identify Customer or any individual and will not include Customer's Confidential Information.

10.4 Feedback

If Customer provides Upstat with any suggestions, enhancement requests, recommendations, or other feedback regarding the Services ("Feedback"), Customer grants Upstat a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, sublicensable license to use, modify, and incorporate such Feedback into the Services without any obligation to Customer.

10.5 Data Export

Customer may export Customer Data at any time during the Subscription Term using the export functionality provided within the Services or via the API.

11. API Terms

11.1 API Access

Subject to Customer's compliance with this Agreement, Upstat grants Customer a limited, non-exclusive, non-transferable right to access and use the Upstat API to integrate the Services with Customer's systems and applications.

11.2 Rate Limits

API access is subject to rate limits as specified in the Documentation. Upstat may modify rate limits at any time. Customer shall not attempt to circumvent rate limits or use the API in a manner that places excessive load on the Services.

11.3 API Credentials

Customer is responsible for maintaining the security of all API keys and credentials. Customer shall not share API credentials with unauthorized third parties and shall immediately revoke and regenerate credentials if Customer believes they have been compromised.

11.4 API Changes

Upstat may modify, deprecate, or discontinue API endpoints at any time. Upstat will use commercially reasonable efforts to provide advance notice of material changes to the API and to maintain backward compatibility where feasible.

12. Data and Privacy

12.1 Privacy Policy

Upstat's collection and use of Personal Data is governed by our Privacy Policy, available at https://upstat.io/privacy, which is incorporated into this Agreement by reference.

12.2 Data Processing Agreement

To the extent that Upstat processes Personal Data on behalf of Customer, the Data Processing Agreement ("DPA") at https://upstat.io/dpa applies and is incorporated into this Agreement by reference. In the event of any conflict between this Agreement and the DPA with respect to the processing of Personal Data, the DPA shall prevail.

12.3 Data Location

Customer Data is stored in Google Cloud's US-Central data center located in the United States. All data is transmitted securely over HTTPS.

12.4 Security

Upstat implements and maintains appropriate administrative, technical, and physical safeguards designed to protect Customer Data against unauthorized access, disclosure, alteration, or destruction. These measures include encryption of data in transit and at rest, access controls, and regular security assessments.

12.5 Sub-processors

Customer acknowledges and agrees that Upstat may engage the following sub-processors to assist in providing the Services: Stripe (payment processing) and Google Analytics (website analytics). Customer consents to the use of these sub-processors. If Upstat engages additional sub-processors that process Customer Data, Upstat will update the sub-processor list and notify Customer.

13. Warranties and Disclaimers

13.1 Mutual Warranties

Each party represents and warrants that:

• It has the legal power and authority to enter into this Agreement;
• This Agreement has been duly authorized and constitutes a valid and binding obligation;
• Its performance under this Agreement will not violate any applicable law or breach any agreement with a third party.

13.2 Upstat Warranties

Upstat warrants that:

• The Services will perform materially in accordance with the Documentation during the Subscription Term;
• Upstat will not materially diminish the core functionality of the Services during an active Subscription Term;
• The Services will be provided in a professional and workmanlike manner.

13.3 Customer Warranties

Customer represents and warrants that:

• Customer owns or has the necessary rights to provide Customer Data to Upstat;
• Customer Data does not infringe, misappropriate, or violate any third party's rights;
• Customer's use of the Services will comply with all applicable laws and regulations.

13.4 Disclaimer

EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION 13, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." UPSTAT DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. UPSTAT DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. CUSTOMER ACKNOWLEDGES THAT THE SERVICES ARE NOT DESIGNED OR INTENDED FOR USE IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE PERFORMANCE.

14. Limitation of Liability

14.1 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14.2 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR CUSTOMER'S PAYMENT OBLIGATIONS AND EACH PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 15, NEITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, SHALL EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO UPSTAT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

14.3 Essential Purpose

The limitations in this Section 14 shall apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose. The parties acknowledge that the limitations of liability in this Section reflect the allocation of risk between the parties and are an essential element of the basis of the bargain between the parties.

14.4 Exceptions

Nothing in this Agreement shall limit either party's liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) willful misconduct or gross negligence; or (d) any other liability that cannot be excluded or limited by applicable law.

15. Indemnification

15.1 Indemnification by Upstat

Upstat shall defend, indemnify, and hold harmless Customer and its officers, directors, employees, and agents from and against any third-party claims, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or relating to any claim that the Services, when used by Customer as authorized under this Agreement, infringe or misappropriate such third party's Intellectual Property Rights.

15.2 Exclusions from Upstat Indemnification

Upstat shall have no obligation under Section 15.1 to the extent a claim arises from:

• Customer Data or Customer's use of Customer Data;
• Modifications to the Services made by anyone other than Upstat;
• Combination of the Services with products, services, or technology not provided by Upstat;
• Customer's use of the Services in violation of this Agreement or the Documentation;
• Third-Party Services.

15.3 Remedies

If the Services become, or in Upstat's reasonable opinion are likely to become, the subject of an infringement claim, Upstat may, at its sole option and expense: (a) procure the right for Customer to continue using the Services; (b) modify the Services to make them non-infringing without materially diminishing functionality; or (c) if neither (a) nor (b) is commercially reasonable, terminate this Agreement and refund to Customer any prepaid Fees for the unused portion of the Subscription Term.

15.4 Indemnification by Customer

Customer shall defend, indemnify, and hold harmless Upstat and its officers, directors, employees, and agents from and against any third-party claims, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or relating to:

• Customer Data, including any claim that Customer Data infringes or misappropriates any third party's rights;
• Customer's breach of this Agreement, including violations of Section 4 (Acceptable Use);
• Customer's violation of applicable law;
• Any dispute between Customer and a third party relating to Customer's use of the Services.

15.5 Indemnification Procedures

The indemnified party shall: (a) promptly notify the indemnifying party in writing of any claim (provided that failure to provide prompt notice shall not relieve the indemnifying party of its obligations except to the extent materially prejudiced); (b) grant the indemnifying party sole control of the defense and settlement of the claim; and (c) provide reasonable cooperation to the indemnifying party at the indemnifying party's expense. The indemnifying party shall not settle any claim in a manner that imposes obligations on the indemnified party without the indemnified party's prior written consent.

16. Dispute Resolution and Governing Law

16.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, United States, without regard to its conflict of laws principles.

16.2 Informal Resolution

Before initiating any formal dispute resolution proceeding, the parties agree to first attempt to resolve any dispute, claim, or controversy arising out of or relating to this Agreement through good-faith negotiation. Either party may initiate informal dispute resolution by sending written notice to the other party describing the dispute. The parties shall negotiate in good faith for a period of thirty (30) days from receipt of such notice.

16.3 Arbitration

If the parties are unable to resolve a dispute through informal negotiation, any dispute, claim, or controversy arising out of or relating to this Agreement that does not qualify for small claims court shall be resolved by binding arbitration conducted in Spotsylvania County, Virginia, United States. The arbitration shall be conducted by a single arbitrator in accordance with the rules of the American Arbitration Association. The arbitrator's decision shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.

16.4 Small Claims Court

Notwithstanding Section 16.3, either party may bring an individual action in small claims court in Spotsylvania County, Virginia, if the dispute qualifies for small claims court jurisdiction.

16.5 Class Action Waiver

TO THE FULLEST EXTENT PERMITTED BY LAW, CUSTOMER AND UPSTAT EACH WAIVE THE RIGHT TO A JURY TRIAL AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND. ANY DISPUTE RESOLUTION PROCEEDING SHALL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION.

16.6 Injunctive Relief

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its Intellectual Property Rights or Confidential Information without first engaging in the informal dispute resolution process.

17. Export Compliance

Customer acknowledges that the Services may be subject to export control and sanctions laws and regulations of the United States and other jurisdictions. Customer represents and warrants that:

• Customer is not located in, organized under the laws of, or a resident of any country or territory subject to comprehensive U.S. economic sanctions (currently Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine);
• Customer is not identified on any U.S. government restricted party list, including the Specially Designated Nationals List, Denied Persons List, or Entity List;
• Customer will not use the Services for any purpose prohibited by applicable export control or sanctions laws;
• Customer will not export, re-export, or transfer the Services to any prohibited destination, entity, or individual without the required government authorizations.

18. General Provisions

18.1 Entire Agreement

This Agreement, together with the Privacy Policy, Data Processing Agreement, and any applicable Subscription Plan terms, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter.

18.2 Modifications

Upstat may modify this Agreement from time to time. Upstat will provide at least thirty (30) days' prior notice of material changes via email to the Account owner and by posting the updated Agreement on the Upstat website. Changes will be effective upon the date specified in the notice. Customer's continued use of the Services after the effective date of any modifications constitutes acceptance of the modified Agreement. If Customer does not agree to the modified terms, Customer must discontinue use of the Services before the effective date.

18.3 Assignment

Customer may not assign or transfer this Agreement or any rights or obligations hereunder without the prior written consent of Upstat. Upstat may assign this Agreement without Customer's consent to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties and their respective successors and permitted assigns.

18.4 Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid or unenforceable provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the parties' original intent.

18.5 Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under this Agreement (except for payment obligations) due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, epidemics, pandemics, strikes, or failures of third-party telecommunications or power supply.

18.6 Notices

All notices under this Agreement shall be in writing. Notices to Upstat shall be sent to: Elucidsoft LLC, 2769 Jefferson Davis Highway, Suite 111-1054, Stafford, Virginia 22554, or by email to support@upstat.io. Notices to Customer shall be sent to the email address associated with the Account. Notices shall be deemed received upon delivery if sent by overnight courier, upon transmission if sent by email (with confirmation of receipt), or three (3) business days after mailing if sent by certified mail.

18.7 Waiver

The failure of either party to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. Any waiver of any provision of this Agreement shall be effective only if in writing and signed by the waiving party.

18.8 Independent Contractors

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, franchise, or employment relationship between the parties.

18.9 Third-Party Beneficiaries

Except as expressly provided herein, there are no third-party beneficiaries to this Agreement.

18.10 Headings

The section headings in this Agreement are for convenience only and shall not affect the interpretation of this Agreement.

18.11 U.S. Government Rights

The Services are provided as "commercial computer software" and "commercial computer software documentation" as such terms are defined in 48 C.F.R. 2.101. If Customer is a U.S. government agency or contractor, Customer's rights with respect to the Services are limited to those rights granted under this Agreement.

19. Contact Information

If you have any questions about this Agreement, please contact us at: