Effective date: November 1, 2026. This version was published on November 12, 2026. New business obligations apply from valid acceptance, as described in section 19, rather than retroactively merely because of this date.
Which terms apply
Upswell is operated by Bobidi, Inc. ("Upswell," "we," "us," or "our"). Part A applies to individual diners using our consumer services. Part B applies to restaurants, brands, and other entities purchasing or using our business services, and to the representatives accessing those services on their behalf. Part C applies to personal information we process solely on a business client's behalf. An individual using a personal diner account and administering a business account is subject to the applicable part for each activity.
For business services, Part B controls over Part A, including its rules on commercial use, fees, liability, disputes, termination, updates, and document precedence. The references to personal use, diner liability, and diner eligibility in Part A do not govern a business purchase. Business acceptance does not create or renew a separate personal diner arbitration agreement.
Our Privacy Policy at https://www.upswell.ai/privacy/ describes our information practices. Acknowledging it does not waive privacy rights. These Terms do not independently enroll any person in texts; the specific affirmative enrollment disclosure and applicable SMS Terms at https://www.upswell.ai/sms-terms/ govern those programs. An enrollment may use one checkbox combining agreement to these Terms, acknowledgment of the Privacy Policy, and clearly disclosed voucher-program SMS consent. Posting or accepting a general policy without the specific SMS disclosure does not broaden a person's permission. To that extent, the reference to SMS in Part A section 14 requires the applicable permission and does not supply marketing consent. Applicable mandatory rights remain unaffected.
Part A Diner terms
Within Part A, "Services" means the consumer services described below. Diner terms apply to current offers, vouchers, loyalty, feedback, and related consumer features. Historical cash-back benefits, if any remain unresolved, follow the applicable prior program terms and law.
Welcome to Upswell, operated by Bobidi, Inc. ("Upswell," "we," "us," or "our"). These diner terms govern your access to and use of Upswell's mobile apps, websites, and related consumer services for restaurant engagement, offers, vouchers, loyalty, and feedback (the "Services"). By accessing or using the Services, you agree to these applicable diner terms. If you do not agree, do not use the Services.
1. Eligibility and account registration
Age requirement. You must be at least 13 years old (or the age of digital consent in your jurisdiction). If you are under 18, you represent that you have parental or guardian consent.
Account accuracy. You must provide accurate, complete, and current information. Your phone number serves as your primary account identifier.
Security. You are responsible for maintaining the confidentiality of your credentials and for all activity under your account.
Single account. Only one personal Upswell account is permitted per individual unless authorized by Upswell.
2 Overview of the Services
Upswell helps diners engage with participating restaurants and use available offers, vouchers, loyalty programs, and feedback features. Upswell no longer offers diner cash-back payouts and does not use Plaid for diner transaction verification. Each available program states its own eligibility and participation requirements.
Upswell may modify, suspend, or discontinue portions of the Services, including promotional campaigns or reward structures, subject to applicable law and any outstanding commitments for already-issued offers.
3 Offers vouchers and loyalty
Offer-specific terms govern eligibility, expiration, participating locations, minimum spending, exclusions, redemption limits, and whether an offer may be combined with another benefit. Follow the requirements displayed when you participate. Claiming an offer is not a cash payout and does not prove that a purchase or redemption occurred.
Offers must be used honestly and only by eligible participants. Upswell or the participating restaurant may use the verification method disclosed for the program, including account verification, staff confirmation, or supported transaction evidence. We may reject duplicate or fraudulent claims and suspend misuse, subject to applicable law. No cash substitute is available unless an offer expressly provides one or applicable law requires it.
The restaurant is responsible for the goods, services, and restaurant-funded benefit it offers. Upswell is responsible for any express obligations it undertakes for the relevant program. Discontinued cash-back payout mechanics, Plaid requirements, and Venmo/PayPal diner payouts do not apply to current participation. Any unresolved benefit earned under a prior program remains subject to that program's applicable terms and law; this update does not retroactively cancel an accrued right.
4. User content and conduct
You may post reviews, photos, and other content ("User Content"). You retain ownership but grant Upswell a non-exclusive, worldwide, royalty-free license to host, display, and use your User Content to operate and improve the Services.
You agree not to:
Submit false, duplicate, or altered evidence of offer eligibility or redemption;
Post illegal, harassing, infringing, or misleading content;
Use bots or scripts to abuse offer claims, loyalty activity, or submissions;
Violate any law, restaurant policy, or third-party right.
5 Third-party services
Restaurant partners. Your purchase of food or other restaurant goods and services is between you and the restaurant. The restaurant determines its prices and service policies, subject to applicable law and the offer it publishes. This does not excuse Upswell from obligations it expressly undertakes.
Connected services. A third-party site or service may have separate terms and privacy notices. We identify applicable connections where relevant. Plaid verification and diner cash-back payout services are no longer part of the current Services.
6. Ownership and license
All rights in the Services, including software, design, and trademarks, belong to Upswell or its licensors. Upswell grants you a limited, revocable, non-exclusive license to use the Services for personal, non-commercial purposes only.
7. Feedback
Any feedback or suggestions you provide may be used by Upswell freely and without obligation to you.
8. Termination
You may stop using the Services or request account deletion anytime via cs@upswell.ai. Upswell may suspend or terminate accounts for fraud, misuse, or violation of these Terms. Upon termination, your right to use the Services ends immediately, but sections such as IP ownership, disclaimers, and liability limits survive.
9. Disclaimers
The Services and all promotions are provided "as is" and "as available." Upswell disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement. We do not guarantee availability of a particular offer, eligibility approval, or processing speed, subject to express program commitments and applicable law.
10. Limitation of liability
To the maximum extent permitted by law, Upswell and its affiliates are not liable for indirect, incidental, special, consequential, or punitive damages, or lost profits or data. Our aggregate liability under these diner terms shall not exceed $100, except where such a limitation is prohibited by applicable law. The business liability cap in Part B does not apply to diner claims.
11. Indemnification
You agree to defend and hold harmless Upswell, its affiliates, officers, and employees from any claims or expenses arising from your use of the Services or violation of these Terms.
12. Updates to terms
We may update these Terms periodically. Material changes will be communicated via email or in-app notice. Continued use after changes take effect signifies acceptance.
13. Governing law and dispute resolution
These Terms are governed by California law.
Binding arbitration and class waiver
Unresolved disputes will be submitted to binding arbitration administered by JAMS under its Streamlined Rules. You and Upswell waive any right to a jury or class action. You may opt out within 30 days of first accepting these Terms by emailing cs@upswell.ai.
14. Electronic communications
You consent to receive electronic communications (email, SMS, or in-app). These satisfy any legal requirement that communications be in writing.
15. Precedence and incorporated policies
These Terms incorporate:
Privacy Policy
The applicable offer or loyalty-program terms
If an applicable program's specific terms conflict with these diner terms regarding eligibility or redemption, the specific program terms control for those issues, subject to applicable law. The discontinued cash-back Receipt Rewards Policy is not incorporated into current voucher or loyalty participation; it may remain relevant only to an unresolved right under a prior program.
16. Miscellaneous
Entire agreement. These Terms plus incorporated policies constitute the whole agreement between you and Upswell.
Severability. If any clause is invalid, the rest remain enforceable.
Assignment. You may not assign these Terms; Upswell may assign them in connection with a merger or sale.
No waiver. Failure to enforce any part is not a waiver of our rights.
17. Contact us
Questions? Email cs@upswell.ai.
Part B Business services
18 Business eligibility and authority
"Client" means the legal business entity identified in an accepted Order. "Order" means a checkout order summary, order form, proposal, or statement of work that identifies the service and commercial terms and is affirmatively accepted by the parties. A general marketing page, estimate, or unaccepted proposal is not an Order.
Business services under this Part B are initially offered only to business clients located in the United States. Any expansion outside that scope requires an expressly accepted agreement and any additional applicable terms. A person accepting an Order or these business terms must be at least 18, have legal capacity, and have authority to bind Client. That person represents that they have this authority. A business account must identify Client's legal name, authorized contact, and relevant locations. Client must keep account and billing information current, control staff permissions, protect credentials, and promptly report unauthorized access. Client is responsible for instructions issued by its authorized users within their granted authority.
19 Checkbox acceptance and electronic records
Client agrees to transact electronically. When the checkout clearly identifies these Terms and the applicable Order, Client accepts them by affirmatively checking the agreement box and clicking the button labeled "Agree and Subscribe," "Agree and Start Service," or an equivalently explicit acceptance button. A preselected box or merely viewing a page does not constitute business acceptance under this section.
The business agreement becomes effective immediately when Client submits the required affirmative checkbox acceptance and the applicable Order using the clearly labeled acceptance button. These business obligations apply from that submission, or a later date expressly stated in the Order, rather than retroactively from the effective date printed on this page. Upswell will send an order confirmation as a record of the agreement; that confirmation is not an additional condition of formation. An Order signed by both parties instead becomes effective on its stated effective date. Payment and service start dates are those shown in the Order; acceptance authorizes only the charges disclosed in the accepted Order.
The checkbox and submission are intended as Client's electronic signature. Upswell may retain evidence of the accepting identity and business, acceptance text and timestamp, device and IP information, and the versions of these Terms and the Order presented. We will provide a copy or durable access to the accepted Order and Terms in the confirmation. Client may save or print them and request a copy at cs@upswell.ai.
Client agrees to receive contract notices and service records at its designated email or within its account with email notification of material notices. Client must keep that email current. This agreement to electronic business records does not replace legally required consumer electronic-delivery disclosures or any separate messaging consent.
20 Orders and service scope
Each Order must identify Client, covered locations, selected services, included deliverables and quantities, service and billing start dates, fees, separately funded budgets, initial term, any renewal, cancellation process, and material exclusions. If a field is not relevant, the Order should say so. Extras, additional locations, increased budgets, and material scope changes require Client's affirmative approval in a revised Order or other recorded authorization identifying the change and price.
Depending on the Order, services may include campaign planning and management, creative or AI-assisted content, advertising support, voucher or loyalty programs, customer messaging, feedback, operational tools, and reporting. Only the services and quantities identified in the Order are included. No general website statement creates an unlimited service commitment.
Client will provide timely access, accurate information, assets, approvals, and funding reasonably needed for the Order. We will notify Client of a material dependency or delay. Any resulting changes to delivery dates, scope, or service periods will be documented; client delay does not automatically authorize added fees or spending.
We may use qualified subcontractors and remain responsible for our obligations under this agreement. Material reductions to purchased services during a committed term require Client's agreement or the termination remedies in section 27.
21 Fees payment and budgets
Client will pay the fees and applicable taxes disclosed in the Order. Client is not responsible for taxes on Upswell's net income. Invoices and payment dates follow the Order. For an Order that does not specify invoice timing, payment is due 30 days after invoice receipt. Any separate setup charge, third-party charge, usage allowance, overage rate, or reimbursable cost must be disclosed and accepted before it is incurred.
Advertising spend, creator payments, voucher or reward funding, discounts honored by Client, and other pass-through costs are separate from Upswell's service fees unless the Order expressly includes them. The Order must identify who pays each provider, who holds any prefunded balance, the authorized budget, and the treatment of unused funds. Client's payment authorization is limited to accepted charges and does not permit automatic budget top-ups or undisclosed overages.
If the Order expressly provides for recurring billing, Client authorizes the disclosed charges to its designated payment method on the stated schedule. An Order that does not clearly disclose and obtain acceptance of renewal and recurring charges does not create an automatically renewing subscription. Payment-method mandates required by a processor are separate from acceptance of these Terms.
Client should notify us promptly of a good-faith billing dispute and provide supporting details. Client must pay undisputed amounts when due. We will investigate and work to resolve the disputed amount before suspending services solely over that amount. No late fee or early termination charge applies unless disclosed in the Order and permitted by law.
22 Term renewal and cancellation
The initial commitment and any renewal period are shown in the Order. An automatically renewing subscription renews only on the schedule clearly accepted in that Order. We will provide renewal reminders and price-change notices where required by law or the Order. A fixed project without an accepted renewal ends when completed or on its stated end date.
Unless the Order expressly provides a different cancellation deadline, Client may stop the next renewal by emailing cs@upswell.ai or using any cancellation control provided in the account before the next renewal begins. We will confirm cancellation. Cancellation takes effect at the end of the current committed term; it does not erase an expressly accepted minimum commitment. Requests to end sooner are governed by the Order and section 27.
Service fees for a service period that has begun are not refundable merely because Client elects to stop using the service, except as stated in the Order, section 27, or applicable law. Prepaid amounts for periods after effective cancellation will be refunded. Unused advertising or reward funds will be reconciled separately; deductions are limited to authorized spend already incurred, unavoidable third-party commitments previously authorized by Client, and any expressly accepted handling fee.
We will not apply a price increase during a committed term without Client's agreement. Renewal price changes require advance written notice sufficient to allow Client to decline renewal and any additional consent required by law. A materially changed minimum term or billing schedule requires affirmative acceptance.
23 Campaign authority and approvals
Client authorizes Upswell to perform only the campaign actions specified in the Order or subsequent recorded instructions, using the approved offers, channels, locations, and budget. Routine optimization within those limits is permitted where the Order authorizes managed campaigns.
Unless Client has expressly granted standing authority for the action, we must obtain affirmative approval before launching a campaign, publishing new creative or a materially changed offer, initiating recurring marketing, accessing a new integration, or making a third-party commitment. We may not increase a budget, add a location, or purchase an additional paid service without authorization. Silence is not approval.
Client is responsible for confirming its prices, menus, hours, availability, offer conditions, and substantiation for claims about its products or business. Upswell remains responsible for changes or claims it introduces without Client's authorization. Both parties will act promptly to correct a known material error. We may pause content or messaging that appears unlawful, misleading, insecure, or contrary to a platform's rules.
Client's approval does not eliminate Upswell's independent legal duties. Customer-list advertising, audience matching, or cross-context behavioral advertising requires separate documented instructions and an appropriate legal assessment; it is not authorized merely by connecting an ad account or accepting these Terms. SMS opt-in data may not be uploaded to advertising audiences under this agreement.
24 Client materials accounts and creative
Client retains ownership of its names, logos, menus, photos, customer records, and other materials it supplies ("Client Materials"). Client grants Upswell a limited, non-exclusive right to use those materials during the engagement and a reasonable wind-down period solely to deliver the ordered services, subject to the privacy and data-processing restrictions. Client represents it has the rights and permissions necessary for that use.
Upswell retains its pre-existing software, templates, workflows, tools, and general know-how. Unless the Order expressly assigns ownership, after payment Client receives a perpetual, non-exclusive, worldwide license to use and reproduce final creative deliverables provided for its business, subject to disclosed third-party restrictions. Editable source files, third-party music or stock licenses, talent releases, and creator reuse rights are included only as specified in the Order. Restrictions must be disclosed before Client approves the affected deliverable.
AI-assisted output may contain inaccuracies, may resemble other output, and may not qualify for exclusive intellectual property rights. Neither party may use AI output to knowingly misrepresent an endorsement, fabricate a customer review, or use a person's identity without needed permission. The Order should identify any required creative approval and usage disclosures.
Client retains control of its existing third-party accounts. The Order must identify ownership and access for new ad accounts, pages, domains, or other accounts created for the engagement. Upswell will not withhold Client's existing account credentials as security for payment. At termination, the parties will cooperate in revoking access and providing agreed materials, subject to platform transfer restrictions and third-party rights.
Upswell may display Client Materials in the campaigns Client authorizes. Use of Client's name, logo, nonpublic results, or creative as an Upswell testimonial, case study, or portfolio example requires separate permission unless an existing written agreement expressly permits that use.
25 Customer programs messaging and rewards
Client is responsible for lawful terms, funding, availability, and fulfillment of the discounts, goods, and restaurant benefits it approves. The Order must identify any voucher or loyalty benefit funded or administered by Upswell. Current business services do not include diner cash-back payouts. Client must train relevant staff and honor valid approved offers according to their stated conditions.
Client will provide accurate program disclosures and obtain required permissions for information it submits and instructions it gives, including customer communications. Upswell will implement its own agreed enrollment, consent-recording, and opt-out functions and honor applicable restrictions. Neither party may use this allocation to avoid a legal duty that applies to it.
Accepting these Terms on behalf of a business does not supply consent from its diners, employees, or other recipients. Diner messaging is limited to verification, delivery of a requested voucher, and reminders before that voucher expires, including promotional redemption reminders where clearly disclosed and accepted. We do not enroll diners in spontaneous marketing campaigns through this voucher flow. A single initially unchecked box may combine agreement to applicable diner terms, acknowledgment of the Privacy Policy, and express consent to clearly described automated voucher-program texts at the number provided. Consent to texts is not a condition of purchasing goods or services. The disclosed sender, program, message scope, affirmative action, timestamp, and exact wording must be recorded. This consent does not authorize unrelated campaigns or independent texts by every participating restaurant. Messages must respect applicable consent, withdrawal, frequency, and suppression requirements and the SMS Terms.
A claim, check-in, nearby-device signal, or link open does not by itself prove a purchase, visit, or completed redemption. Verification methods and redemption requirements follow the relevant offer and configured service. No projected redemption, customer return, or campaign attribution is a guaranteed outcome.
26 Confidentiality and data
Each party will use reasonable care to protect the other's nonpublic information disclosed for the engagement and will use it only to perform or exercise rights under the agreement. It may share that information with personnel and providers who need it for that purpose and are subject to appropriate confidentiality obligations. Exceptions cover information independently developed, lawfully known without restriction, lawfully received from another source, or publicly available without a breach. Legally compelled disclosure is permitted with advance notice where lawful and reasonably practicable.
Client may view and export diner names and phone numbers made available for its own program, subject to applicable notices, lawful permissions, account access limits, and this agreement. Client must protect exported records, honor applicable opt-outs and deletion requests, and may not treat an export as permission for unrelated marketing. This does not authorize access to another restaurant's customers or expand a diner's consent. Client-controlled personal information is additionally subject to Part C. Neither a general content license nor an ownership provision overrides privacy rights, consent limits, or Part C. Upswell's independent account, billing, security, and diner-program processing is governed by applicable law and the Privacy Policy, not by an instruction to treat every Upswell diner record as Client-owned data.
27 Suspension termination and wind-down
Either party may terminate an Order for a material breach not cured within 15 days after written notice describing the breach. A breach that cannot be cured may justify immediate termination where permitted by law. Upswell may immediately suspend the affected activity to address a serious security threat, fraud, unlawful instruction, or platform requirement, limiting the suspension where reasonably practicable and notifying Client unless prohibited or unsafe.
For undisputed overdue payment, Upswell may suspend affected services after written notice and a 10-day opportunity to pay. Suspension does not authorize unapproved spend or retroactively increase a fee.
Unless the Order provides otherwise, Upswell may end ongoing services for convenience on 30 days' written notice, refunding prepaid service fees allocable to the period after termination. If Client terminates for Upswell's uncured material breach, Upswell will refund prepaid fees for undelivered services. Any other refund or remedy expressly granted by the Order or law remains available.
At termination, Client must pay authorized fees earned and approved costs incurred through the effective date, together with any enforceable commitment expressly stated in the Order. We will stop new discretionary spend, reconcile separately funded balances, and cooperate on authorized offers still outstanding and account access. Closing an account does not automatically cancel a third-party contract Client holds directly.
For 30 days after termination, Client may request a reasonable export of Client-provided information and agreed reports that it is entitled to receive. This does not create a right to export restricted diner phone numbers, SMS consent data, other clients' records, or provider-owned information. Part C governs return and deletion of personal information processed on Client's behalf. Payment, confidentiality, accrued rights, IP, data-protection, liability, and dispute provisions survive to the extent needed to give them effect.
28 Service standards and results
Upswell will perform the ordered services with reasonable professional care and skill. Except for express commitments in the Order or these Terms, services are provided as available without a promise of uninterrupted availability or error-free operation. To the extent permitted by law, other implied warranties are disclaimed.
We do not guarantee advertising approval, platform availability, a number of views, claims, visits, redemptions, purchases, revenue, profit, return on advertising spend, or other commercial result. Forecasts and examples are estimates based on their stated assumptions. Reports may rely on third-party data, incomplete attribution, or modeled results; where material, we will identify those limitations. Paid media return, customer spending, and Client profit are different measures.
Third-party platforms apply their own terms and may restrict or suspend accounts. Upswell is not responsible for an independent platform decision outside its reasonable control, but remains responsible for its own contractual duties and unauthorized actions.
29 Business liability
To the maximum extent permitted by law, neither party is liable to the other under the business agreement for indirect, incidental, special, consequential, or punitive damages, or lost profits, revenue, goodwill, or business opportunities.
Except for the exclusions below, each party's aggregate liability arising out of the business agreement is limited to the greater of $1,000 or the service fees paid or payable to Upswell under the affected Order during the 12 months before the event giving rise to the claim. Advertising spend, reward funds, taxes, and other pass-through amounts do not count as service fees for this calculation.
These exclusions and limits do not apply to fraud, willful misconduct, gross negligence, liability that cannot lawfully be limited, Client's obligation to pay authorized charges, or either party's duty to return funds or property belonging to the other. For third-party indemnity claims under section 30 and breaches of confidentiality or Part C, the monetary cap is twice the preceding cap rather than unlimited liability, except where an uncapped exclusion applies. Amounts payable to third parties under a covered indemnity are not excluded solely because the third party characterizes them as consequential damages.
Nothing limits a person's mandatory privacy or other statutory rights. Part A's diner liability provision does not apply to Client's business agreement.
30 Third-party claims
Client will defend Upswell against a third-party claim to the extent arising from Client Materials infringing that party's intellectual property rights, Client's unlawful customer-list collection or instructions, or Client's failure to honor an authorized restaurant offer, and will pay resulting damages and reasonable settlements. This duty does not cover a claim caused by Upswell's unauthorized modification, independent unlawful act, or breach of the agreement.
Upswell will defend Client against a third-party claim that Upswell's own software supplied under an Order infringes a United States patent, copyright, or trademark, and will pay resulting damages and reasonable settlements. This duty does not cover Client Materials, third-party assets, unauthorized modifications, or combinations not supplied or required by Upswell where the claim would not otherwise arise. If a covered software claim threatens continued use, Upswell may obtain a license, provide a materially equivalent non-infringing replacement, or terminate the affected service and refund prepaid fees for the undelivered portion.
The party seeking protection must promptly notify the other, provide reasonable cooperation at the defending party's expense, and permit control of the defense by qualified counsel. No settlement may admit fault, impose a nonmonetary obligation on, or fail to fully release the protected party without its consent, not to be unreasonably withheld. Delay in notice reduces protection only to the extent it materially prejudices the defense. Section 29 applies.
31 Business disputes and governing law
California law governs the business agreement without applying conflict-of-law rules, subject to mandatory applicable law. The parties will first try in good faith to resolve a dispute through their designated contacts for 30 days after written notice, without preventing urgent relief or tolling a filing deadline unless agreed.
Unless an existing signed agreement or accepted Order expressly provides another dispute process, business disputes will be brought in the state courts in Santa Clara County, California, or, where federal subject-matter jurisdiction exists, the United States District Court for the Northern District of California, and each party consents to jurisdiction there. Part A's diner arbitration and class-waiver provisions do not apply to business disputes.
32 Changes and agreement priority
Updates to these business terms apply to a new Order when accepted. For a renewing Order, we will provide advance notice of material changes and obtain renewed affirmative acceptance before applying them to that renewal. A website edit alone does not change an existing committed term or override a signed agreement. If the parties do not accept revised renewal terms, the existing Order ends at the close of the committed term unless the parties agree otherwise.
For the same subject, the order of priority is: an existing or later agreement signed by both parties that expressly governs the relevant services; the accepted Order; Part C for its data-protection subject matter; and the remainder of Part B. An Order modifies Part C only if it expressly identifies the modification and the change is lawful. Optional policies and provider terms apply only to the activities they govern. The Privacy Policy describes information practices and does not override stronger contractual processing restrictions or statutory rights.
An existing signed client agreement continues to govern its covered services. A checkbox does not replace that agreement, cancel its commitments, or amend its negotiated provisions unless the acceptance specifically identifies the agreement and amendment and both parties authorize the change. A new Order should identify whether it adds services, renews, or expressly replaces a specified prior agreement.
33 Other business provisions and contact
The applicable Order, this Part B, Part C where applicable, and any controlling signed agreement constitute the agreement for the ordered business services. Changes to an Order require recorded agreement by authorized representatives. Neither party may assign the agreement without consent, except to an affiliate or in a merger or sale of substantially all relevant assets where the assignee assumes the obligations, subject to applicable data-protection restrictions.
The parties are independent contractors. Campaign authorization is limited to section 23 and does not authorize Upswell to bind Client to unrelated obligations. Neither party is liable for a delay caused by events beyond its reasonable control if it promptly gives notice and takes reasonable steps to reduce the effect; payment for services already provided and applicable privacy and security duties remain enforceable. If a material service cannot resume within 30 days, either party may end the affected Order and prepaid undelivered service fees will be refunded.
Failure to enforce a provision is not a waiver. An invalid provision will be severed to the extent lawful without invalidating the remainder. Neither party may exclude mandatory legal protections by relying on these Terms.
Notices, cancellation requests, and questions for Upswell: cs@upswell.ai. Notices to Client go to the designated account email. Legal notices must identify the relevant Client and Order. Bobidi, Inc., operating as Upswell: 101 S. Santa Cruz Ave., #1226, Los Gatos, CA 95030.
Part C Business Data Processing Schedule
C1 Scope and instructions
This Schedule is incorporated into each business agreement to the extent Upswell processes personal information solely on Client's behalf ("Client Personal Information"). Client determines the permitted purposes and gives documented instructions through its Order, authorized service configuration, and subsequent lawful written directions. For information subject to the CCPA, Upswell acts as a service provider or contractor only where the facts and applicable requirements support that role. It does not claim that role for cross-context behavioral advertising.
This Schedule does not transfer control of Upswell's independent diner-program records, account administration, billing, or legal records to Client. Those activities must have their own lawful basis and notice and must not be used to evade this Schedule's restrictions. If a service involves cross-context behavioral advertising or other independent third-party processing, the parties must document the applicable roles and required separate terms before that processing starts. Acceptance alone does not authorize it. Additional country-specific processing and transfer terms must be agreed before processing that requires them begins.
C2 Processing details and permitted purposes
The subject matter is the specific customer or staff program selected in the Order. Processing lasts during the Order and the restricted return, deletion, and legal-retention period below. Data subjects may include Client's diners, prospects who lawfully opted into its program, business contacts, and authorized staff, only as needed for the selected service.
The categories processed may include names, contact identifiers, restaurant and location identifiers, customer consent and suppression records, message content and delivery records, feedback, voucher or loyalty identifiers, claim and redemption records, and permitted transaction data. Staff program information is limited to submitted names, contacts, permissions, and relevant operational notes. The Order or configuration must identify which of these categories apply. Sensitive personal information, payment account credentials, and unrelated personnel records are excluded unless specifically agreed with appropriate safeguards.
The permitted business purposes are maintaining Client's selected customer or staff program records; delivering Client-authorized messages to lawfully eligible recipients; issuing and verifying the selected vouchers and rewards; maintaining loyalty balances; preparing Client's feedback and program-performance reports; supporting its authorized users; and protecting the selected service against security threats and fraud. Processing activities include collection, organization, storage, access, transmission, analysis for those reports, correction, export where permitted, and deletion. Client discloses information only for these limited, specified purposes.
C3 Use restrictions and protection
Upswell will process Client Personal Information only for those purposes and Client's lawful documented instructions, or as otherwise specifically permitted by applicable law. Upswell will not sell or share it as those terms are defined by the CCPA; use or disclose it outside the direct business relationship except as legally permitted; or combine it with information from other clients, outside sources, or Upswell's own consumer interactions except as specifically permitted by applicable law.
Upswell will not use Client Personal Information processed solely under this Schedule to market another client's services, create cross-client advertising audiences, or train general-purpose AI models, and will not permit its processors to do so. AI processing under this Schedule must use provider terms and configurations consistent with these contractual restrictions. This is a processing obligation; it is not a representation that every AI product used for other Upswell activities has the same settings or role. General licenses elsewhere in the agreement do not expand these purposes. Upswell will notify Client if an instruction appears unlawful and may pause that instruction pending resolution.
Upswell will comply with applicable obligations under the CCPA and its regulations for the information it handles under this Schedule, provide the level of privacy protection required by that law, restrict access to authorized personnel bound by confidentiality, and implement reasonable safeguards appropriate to the information and risks. Upswell certifies that it understands and will comply with the restrictions in this Schedule, including those applicable if it acts as a contractor.
C4 Providers requests and oversight
Client authorizes providers reasonably needed for the selected services, such as restricted hosting, messaging, support, and security providers. Upswell will bind any subcontractor handling Client Personal Information to written terms imposing applicable protections and use limits, including CCPA-required terms where applicable, and remains responsible for its obligations. On request, Upswell will provide the current relevant provider list. Where applicable law or an Order requires notice of a new processing provider, Upswell will provide advance notice to Client's designated contact and an opportunity for a reasonable data-protection objection. The parties will seek a suitable resolution, which may include an alternative provider or ending the affected processing if it cannot lawfully continue.
Upswell will reasonably assist Client with access, deletion, correction, portability, suppression, and other applicable privacy requests. Client must promptly provide instructions and sufficient information to identify the records concerned. If a person contacts Upswell directly, Upswell will act under authorized instructions or explain the parties' roles and direct the request appropriately, without obstructing applicable rights.
Upswell will make available information reasonably necessary to demonstrate compliance and permit reasonable and appropriate assessments of relevant processing, subject to safeguards for other clients' information, security, and confidential materials. Client may take reasonable and appropriate steps to ensure authorized use and, on notice, stop and remediate unauthorized processing. Where applicable, Upswell will reasonably assist Client with required privacy risk assessments, cybersecurity audits, and regulated automated-decisionmaking obligations relating to this processing.
Upswell will promptly notify Client if it determines it can no longer meet applicable processing obligations and will work with Client to stop and remediate unauthorized processing. Upswell will notify Client without undue delay after becoming aware of unauthorized access to or disclosure of Client Personal Information, provide available relevant information as it becomes known, and reasonably cooperate on investigation, mitigation, and legally required notices.
C5 Return deletion and retention
On termination or Client's lawful request, Upswell will return or delete Client Personal Information as instructed, subject to applicable legal requirements and program restrictions on exporting personal information. Client may request a permitted export within 30 days after termination. Upswell will act on Client's lawful deletion instructions without undue delay and within applicable legal deadlines, subject to permitted exceptions. After termination, retention is limited to the permitted export period, completion of the return or deletion process, and the restricted exceptions below. Lack of a request does not authorize indefinite ordinary business use of Client Personal Information. Upswell will complete return or deletion without undue delay and within applicable legal deadlines, documenting any restricted exception.
If law requires retention, Upswell will limit retained information to what is required, keep it protected, restrict use to that purpose, and delete it when retention is no longer required. If backup copies cannot be selectively deleted immediately, they remain protected and unavailable for ordinary business use until removed through the applicable backup process. Applicable deletion instructions must be reapplied if data is restored. Backup retention does not authorize renewed processing or evade applicable legal deadlines. Limited suppression information may be retained as needed to respect a person's opt-out and applicable law, without renewed marketing use. On request, Upswell will confirm completion of required deletion, identifying lawful exceptions.