Terms of Use

Effective Date: Jul 20, 2024

Welcome to UpGenius! These Terms of Use (“Terms”) govern your use of our website www.upgenius.work and the services provided by MetaProject R&D, LLC (“UpGenius,” “we,” “us,” or “our”). By accessing or using our Site, you agree to be bound by these Terms.

1. Acceptance of Terms

By using UpGenius, you agree to comply with and be legally bound by these Terms. If you do not agree with these Terms, please do not use our Site.

2. Description of Services

2.1 General Overview

UpGenius is a software platform designed to assist users in automating certain aspects of lead generation on the freelance marketplace platform Upwork. The service provides tools and features that streamline tasks such as identifying potential job opportunities, submitting proposals, and tracking interactions to optimize users’ efficiency on Upwork.

Please note the following important points regarding the scope of our services:

2.2 No Affiliation with Upwork

UpGenius is an independent tool developed by MetaProject R&D, LLC. It is in no way affiliated with, endorsed by, or connected to Upwork Global Inc. (“Upwork”). The services provided by UpGenius do not represent or involve any official partnership with Upwork, and users of UpGenius acknowledge that Upwork has no involvement in the operation of this platform. Any actions taken on your Upwork account through UpGenius are your responsibility, and UpGenius is not liable for any consequences that may arise from your use of our services on the Upwork platform.

2.3 Use at Your Own Risk

While UpGenius provides tools to help automate lead generation, it does not guarantee any specific outcomes or results from its use on Upwork. Lead generation, client interactions, job success, and overall performance on Upwork depend on a wide range of factors beyond UpGenius’ control, including but not limited to:

  • The quality and relevance of proposals submitted.
  • The availability and competitiveness of job opportunities on Upwork.
  • The user’s personal qualifications, profile strength, and reputation on Upwork.
  • Decisions made by clients on Upwork, who have full discretion in hiring freelancers.

As such, you acknowledge and agree that UpGenius makes no promises, warranties, or guarantees regarding job acquisition, earnings, or business opportunities resulting from the use of our platform. Users bear full responsibility for the outcomes of their use of UpGenius, and it is important to understand that success on Upwork involves many variables not influenced by our platform.

2.4 Limited Scope of Services

UpGenius is a tool to assist in automating certain aspects of lead generation; it is not a comprehensive freelance management system, nor does it provide career advice, job guarantees, or guarantee specific interactions with clients on Upwork. The services offered by UpGenius are limited to the features provided through our software, and we do not provide individualized consulting or strategic advice.

2.5 User Responsibility for Upwork Account

When you connect your Upwork account to UpGenius, you do so at your own risk. While we strive to ensure the security of your Upwork account credentials and maintain compliance with all relevant security standards, you remain responsible for the management, use, and any risks associated with your Upwork account. UpGenius does not guarantee that use of our services will comply with all of Upwork’s terms of service, and any actions taken through our platform are your responsibility.

2.6 Updates to Services

UpGenius reserves the right to modify, update, or discontinue any part of its services at any time without notice. We continuously work to improve the functionality of our platform, but we cannot guarantee that all features will remain available or that specific features will meet the needs or expectations of every user.

3.1 Maximum Extent of Liability

o the fullest extent permitted by applicable law, UpGenius and its parent company, MetaProject R&D, LLC, and all of their affiliates, officers, directors, employees, agents, partners, and licensors (collectively referred to as “UpGenius”) shall not be liable for any indirect, incidental, special, consequential, or punitive damages. This includes but is not limited to:

  • Loss of profits, business, revenue, contracts, anticipated savings, goodwill, or data.
  • Loss of use or interruption of business.
  • Any costs of acquiring substitute services or products.

These limitations apply whether the damages arise from a breach of contract, tort (including negligence), product liability, or any other legal theory, and whether or not UpGenius has been advised of the possibility of such damages.

3.2 Specific Exclusions

UpGenius is a tool designed to assist users with automating lead generation on the Upwork platform, but we do not control the results or the actions of third-party platforms, including Upwork. Therefore, UpGenius is not liable for:

  • Any suspension, restriction, or termination of your Upwork account resulting from the use of our services.
  • Any disputes between you and clients, employers, or third parties on Upwork.
  • The accuracy, reliability, or completeness of any information generated or provided through the UpGenius platform.

3.3 Service Availability and Errors

UpGenius does not guarantee that the service will be uninterrupted, error-free, or free from viruses or other harmful components. You acknowledge and agree that you assume full responsibility for your use of the service and that any reliance on the accuracy or completeness of the service is at your own risk.

3.4 Total Liability Cap

In no event shall the total aggregate liability of UpGenius for all claims arising out of or relating to your use of the platform exceed the greater of (i) the total amount paid by you to UpGenius in the 12 months preceding the claim, or (ii) USD 100. This limitation applies regardless of the form or theory of the claim.

4. Indemnification

4.1 General Indemnification Obligation

You agree to indemnify, defend, and hold harmless UpGenius, its parent company MetaProject R&D, LLC, and all of its affiliates, officers, directors, employees, agents, licensors, partners, and contractors from and against any and all claims, demands, liabilities, damages, losses, and expenses, including reasonable attorneys’ fees and court costs, that arise from or relate to:

  • Your use or misuse of the UpGenius platform.
  • Any breach of these Terms of Use by you or anyone using your account, whether or not authorized by you.
  • Your violation of any applicable laws or regulations in connection with your use of the platform.
  • Any claims brought by third parties, including clients, employers, or other users of Upwork, that result from your activities or interactions on Upwork through the use of our services.

4.2 Defense and Cooperation

UpGenius reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you. You agree to cooperate fully with UpGenius in asserting any available defenses and in resolving any claims brought against us.

4.3 No Settlement Without Consent

You shall not settle any claim or matter subject to this indemnification clause without the prior written consent of UpGenius. UpGenius reserves the right to settle or resolve any such claim on terms it deems appropriate, without affecting your indemnification obligations.

5. Confidentiality and Non-Disclosure Agreement (NDA)

5.1 Confidential Information

For the purposes of this section, “Confidential Information” refers to any data or information provided by you, the user, to UpGenius in connection with your use of our platform, including but not limited to:

  • Account credentials (such as username, email address, passwords, security question answers)
  • Any business information or leads generated through the use of our platform
  • Personal or professional information related to your use of Upwork
  • Any communications, reports, or feedback submitted through the UpGenius platform

5.2 Protection of Confidential Information

We recognize the sensitive nature of your Confidential Information. We agree to:

  • Keep your Confidential Information private and secure.
  • Use your Confidential Information solely for the purpose of providing, improving, and maintaining our services.
  • Not disclose, share, sell, rent, or distribute your Confidential Information to any third parties without your explicit consent, unless required by law or as necessary to comply with legal obligations.
  • Ensure that employees, agents, contractors, or partners who may have access to your Confidential Information are bound by confidentiality agreements and are obligated to maintain its confidentiality

5.3 Exceptions to Confidentiality

This NDA does not apply to information that:

  • Becomes publicly available through no breach of this agreement by UpGenius or any affiliated party.
  • Is rightfully received from a third party not bound by confidentiality obligations.
  • Is independently developed by UpGenius without reference to the Confidential Information.

5.4 Data Security

UpGenius uses commercially reasonable efforts and industry-standard security protocols to protect your Confidential Information from unauthorized access, disclosure, or loss. However, we cannot guarantee the absolute security of any data transmitted over the internet or stored in our systems.

5.5 Duration of Confidentiality

UpGenius’ confidentiality obligations remain in effect as long as you maintain an account with our platform. Upon request for account termination, your Confidential Information will be securely deleted within a reasonable time frame, except for information that we may be legally required to retain.

5.6 Termination of NDA

Upon termination of your use of the UpGenius platform, any remaining Confidential Information in our possession will continue to be treated as confidential and protected according to the terms of this agreement.

6. Governing Law

These Terms are governed by and construed in accordance with the laws of the jurisdiction where MetaProject R&D, LLC is headquartered, without regard to its conflict of law principles.

7. User Data Access and Deletion Rights

7.1 Right to Access

You, the user, have the right to request and obtain a copy of all personal and account-related information that UpGenius stores about you. To request this information, you must contact us at [email protected]. We will provide the requested information within a reasonable time frame, as required by applicable data protection laws, including but not limited to the General Data Protection Regulation (GDPR) in the European Union, the California Consumer Privacy Act (CCPA), and other similar regulations in applicable jurisdictions.

7.2 Right to Deletion

You also have the right to request the deletion of your personal data and account information stored by UpGenius. To request the deletion of your data, please contact us at [email protected] with your request. Upon receiving your request, we will delete your data within a reasonable time, except for data that we are legally required or permitted to retain.

7.3 Exceptions to Deletion

We may retain certain information even after a deletion request has been made if:

  • We are required to retain the information by law or to comply with legal obligations.
  • Retention is necessary for the resolution of disputes or the enforcement of our agreements.
  • The information is anonymized and no longer associated with your personal identity.

7.4 Confirmation of Deletion

Once the deletion process is completed, we will notify you by email to confirm that your data has been permanently removed from our systems, except for any legal exceptions mentioned above.

This clause ensures users are aware of their rights to access and delete their data in compliance with global data protection laws. It provides transparency and reassures users about their control over their personal information.

8. Changes to These Terms

We may update these Terms from time to time. Changes will be posted on this page with an updated effective date. Your continued use of the Site after any changes constitutes your acceptance of the new Terms.