U PLUS US INC.
FifthRow Terms of Use

Welcome to Fifth Row / U Plus US Inc.

This User Policy ("User Policy") outlines the terms and conditions for using the U Plus US Inc. AI Platform ("FifthRow"). By accessing or using FifthRow, you ("User" or "Company") agree to comply with this Policy. If you do not agree with any part of this policy, please refrain from using our services.

Last Updated: July 25, 2025

1. Acceptance of Terms

By creating an account, making a payment and using FifthRow, you confirm that you are authorized to enter into this agreement for your own use or on behalf of your organization. You agree to provide accurate, current, and complete information during the registration process.

2. User Accounts

• Registration: To use FifthRow, you must create an account. You are responsible for maintaining the confidentiality of your account information, including your password.
• Account Security: You agree to notify us immediately of any unauthorized use of your account or any other breach of security. FifthRow will not be liable for any loss or damage arising from your failure to comply with these security obligations.
• Multiple Users: Multiple users under one Company account must each be Authorized Users with a unique log in and password.

3. Services.

• The Platform: FifthRow is an AI-powered tool which based on inputs provided by the Company, will conduct automated market research based within the inferred problem space, generate potential new venture ideas, rank them based on market viability and alignment with the Company's assets and strategy, create personas and conduct simulations to extract product insights and auto-generate landing pages for market testing in order to provide a comprehensive recommendation for highest potential ventures within the space and aligned with the Company's goals. The platform also features Flows which is a platform for automating business processes with AI Agents. It features an ever-growing MarketPlace catalog of preprogrammed agents that perform tasks on top of unstructured data from the internet, startup databases or private data uploaded to FifthRow. It also features a Flow building editor that allows defining any agent performing a task described in plain English. The Company acknowledges that certain Flows and Apps on the platform extracts data from third-party websites (e.g., social media platforms, email sources) without the use of official APIs provided by the third-party operators (“Third Party Operators”) and assumes the risk associated with this functionality as specified in Clause 11.
• Services: UPlus shall provide access to the Platform and provide related services as (collectively the “Services”) (a) in accordance with the terms and subject to the conditions set forth in this User Policy; (b) using personnel of required skill, experience, licenses and qualifications; (c) in a timely, workmanlike and professional manner; (d) in accordance with the highest professional standards in UPlus's field.
• Data Residency & International Processing: UPlus may store and process Company Content, including personal data, on servers located in the United States, European Union, or other jurisdictions. UPlus shall ensure that any international transfers of personal data are conducted in compliance with applicable data protection laws and subject to appropriate safeguards, including Standard Contractual Clauses (SCCs) where applicable.
• Quality of Services: The quality of the Output is directly related to publicly available data, private data provided by the Company and the quality of the brief and inputs submitted by the Company. As such, UPlus does not provide any guarantee as to the quality of the final Output nor any guarantees that all questions be answered through the Output. Further, UPlus makes no guarantee that the recommendations will lead to successful ventures and highly recommends that the Outputs be used as an initial step in validation of new products, services, ventures, business processes and other outputs from the platform.
• Service Availability and Support: UPlus will use commercially reasonable efforts to make the Platform available with a monthly uptime of 99.5%, excluding scheduled maintenance and emergency downtime. UPlus shall not be responsible for any downtime or performance issues caused by circumstances beyond its reasonable control, including but not limited to force majeure, third-party service provider outages, or Internet connectivity issues.Scheduled maintenance will be communicated at least 24 hours in advance when practicable. Support inquiries will be responded to during business hours Monday–Friday (9am–6pm EST), with initial response times based on subscription tier. UPlus does not guarantee resolution times.
• Company Data: UPlus shall not access or use any Company input data other than as necessary to provide the services to Company (the “Company Data”); for the avoidance of doubt, UPlus shall not train or otherwise modify the Platform based on Company Data. For clarity this clause does not restrict UPlus from analyzing de-identified metadata (e.g., workflow structure, agent chaining, or use case types) to improve core platform functionality or to develop generalized templates.
• Alterations: UPlus may add or remove features to the Platform/Services and/or any software embedded or included therein, as well as update the Platform/Services and/or any software embedded or included therein, to improve the Platform/Services, comply with relevant laws and regulations, and/or counter high safety or security risks. UPlus may make changes to the Platform/Services and/or any software embedded or included therein to:
  • respond to legal, regulatory, safety or security issues,
  • respond to changes in the licenses and partnerships UPlus has with third parties,
  • adapt to new technologies,
  • adapt to changes in the number of people who use the Platform/Services.
• Acceptable Use: You agree not to misuse the Platform or Services, including but not limited to: launching denial-of-service attacks, distributing malware, engaging in phishing or fraudulent schemes, creating fake accounts, or performing activities that violate applicable laws or harm our reputation. We may suspend or terminate accounts that breach these restrictions.
• Monitoring: UPlus may monitor the Company’s use of the Platform/Services for violation of this Agreement and may, at its sole discretion, take appropriate action should the Company violate the law and/or this Agreement, including but not limited to:
  • refusing or restricting access to the Platform/Services and the information uploaded to the Platform/Services,
  • blocking certain IP addresses,
  • other actions aimed at protecting UPlus’s rights or property or to facilitate the proper functioning of the Platform/Services.
  • Nothing in this Agreement will be construed to obligate UPlus to supply any corrections, updates, or releases in connection with the Platform/Services.
• Content Review & Removal: UPlus reserves the right, but does not undertake the obligation, to review any Company Content or activity on the Platform for compliance with this Agreement. UPlus may remove, disable, or restrict access to any content or user that it, in its sole discretion, determines to violate applicable law, this Agreement, or third-party rights. UPlus will use reasonable efforts to notify the Company before taking such action, unless doing so would violate applicable law or expose UPlus to liability.
• Processing Company’s Content: Information, feedback, and other content uploaded or input by Company to the Platform/Services are hereinafter collectively referred to as “Company Content”. For the avoidance of doubt, Company Content shall be comprised of:
  • any data input to the Platform/Services by Company or its affiliates.
  • Company’s data accessed or used by UPlus or transmitted by Company or affiliates to UPlus in connection with the use of Platform/Services.
  • all Intellectual Property Rights and any other proprietary information of Company that may be made available to UPlus while providing Services under this Agreement, and
  • all Company’s Confidential or proprietary information obtained by UPlus in connection with this Agreement.
  • Company Content shall be stored and processed with security measures in place to prevent unauthorized users from having access to them. Company Content will be processed automatically and can be deleted at the Company’s request

4. Payments and Payment Terms

• Subscriptions: UPlus US may provide the Service through paid account subscriptions, that are monthly or annual in duration that provides a certain amount of credits that will be applied against Platform use
• Enterprise Plans: Uplus US may also provide the Services through customized provision of service and payment terms (as further set forth under an Order Form or separate agreement). If you wish to enter into such an agreement, please contact us at hofvander@fifthrow.com.
• Subscription Plan: Access to FifthRow requires payment by Credit Card of subscription fees as outlined on our pricing page at time of placing the order.
• Non Refundable: Once paid, all fees are non-refundable. For the sake of clarity, in the event the Company cancels their subscription prior to the end of date of the subscription term, no partial refunds will be made.
• Monthly Credits: Monthly and Annual subscription provide a certain number of credits for use each month. The credits do not roll over to the next month in the event the Company does not use the full monthly allotment.
• Cost of Use: Company will be made aware of the cost of use for each Flow or App prior to execution of these functionalities
• *Payment Processing: All payments are processed through our third-party payment processor. By providing your payment information, you consent to our processor’s terms and conditions.
• Renewal: The Subscription automatically renews at the end of the term unless canceled prior to the end of the subscription term.
• Auto Top Up of Credits: Company acknowledges that use of certain Platform Flows or Apps may consume available Credits. Unless expressly disabled by the Company via the billing dashboard, UPlus will automatically facilitate the purchase of additional Credits when the balance is insufficient.The Company may opt out of auto top-up at any time by accessing their account settings. UPlus will not process further credit purchases after opt-out, except to resolve any negative balances already incurred. The Company is responsible for monitoring usage and credit depletion.
• Upgrades and Downgrades: Changes to subscription plan selected by the Company at time of payment can only be modified at the point of subscription renewal date. To enact an upgrade or downgrade, Company must cancel their current plan prior to the renewal date and select a new option.

5. Subscription Term and Subscription Cancellation

• The subscription is valid for the term selected by the Company
• The Subscription automatically renews at the end of the term unless canceled prior to the end of the subscription term.
• When subscription is canceled, Company continues to the have access to the Services until the last day of the subscription term
• Following the end of the subscription, Company continues to have access to the outputs generated using the platform
• In the event of non-payment the suspension of service is immediate and at that point Company will not have access to previous outputs; full access to the service will be restored upon successful payment completion
• Inactive Accounts: If a Company account remains inactive for more than twelve (12) consecutive months (i.e., no login or platform activity), UPlus may terminate the account upon thirty (30) days’ notice via email. Upon termination due to inactivity, all Company Content and Outputs may be deleted from the
• Platform. UPlus shall not be liable for any loss of data resulting from account inactivity where notice was provided.
• UPlus may suspend or terminate this Agreement and/or Company’s access to the Platform immediately upon written notice if:
  • (a) the Company is in material breach of this Agreement and fails to cure such breach within ten (10) business days of notice;
  • (b) the Company uses the Platform in a manner that violates applicable law or infringes the rights of a third party;
  • (c) use of the Platform by the Company or its Authorized Users poses a security risk or could subject UPlus to liability; or
  • (d) UPlus is required to do so by law or regulation.
• Upon termination for cause, the Company shall forfeit any remaining subscription term or unused credits, and UPlus shall have no further obligation to provide Services.

6. Confidentiality

• Definition of Confidential Information. "Confidential Information" refers to any information shared by one party (the "Disclosing Party") with another party (the "Receiving Party") in connection with the use of this Service. This includes, but is not limited to, information about business plans, products, research, technical data, trade secrets, customer lists, software, user accounts, inventions, processes, designs, and any other business-related information shared directly or indirectly, whether in writing, verbally, or through physical inspection.
  However, "Confidential Information" does not include information that:
• The parties already possess at the time of disclosure.
• Is developed independently by the parties without using the confidential information.
• Becomes publicly known before or after the disclosure.
• Is approved for release in writing by the other party.]
• Nonuse and Nondisclosure. The parties agree to keep Confidential Information private and will take reasonable steps to prevent unauthorized use or disclosure. They will not:
• Use the Confidential Information for any purpose other than what is necessary to perform or use the Services.
• Share the Confidential Information with any third party without prior written consent from an authorized representative of the other party.
  However, they may disclose Confidential Information to third parties on a need-to-know basis for the purpose of performing the Services, as long as:
• The third party agrees in writing to protect the Confidential Information at least as strongly as this agreement does.
• The other party is notified about who the third party is and gives prior written approval for the disclosure.
• If a court or government agency requires either party to disclose any Confidential Information, they must promptly notify the other party. The affected party can, at their own expense, seek legal protection against the request or choose to allow the other party to comply with it. The other party will cooperate reasonably in this effort. If the affected party cannot obtain this protection after a reasonable time, the other party may disclose the necessary Confidential Information as advised by their legal counsel to comply with the legal requirement, but they must also provide a copy of what was disclosed to the affected party. They will also make reasonable efforts to secure confidential treatment for the disclosed information, such as a protective order. If the Confidential Information includes materials protected by attorney-Company privilege or other legal protections related to ongoing legal proceedings or investigations, both parties agree that disclosing this information will not waive its confidentiality. The materials will continue to be protected under the relevant legal privileges. This agreement does not require either party to disclose any privileged information.
• Retention of Rights. All Confidential Information (including copies and summaries thereof and extracts therefrom, whether tangible or in electronic or other form) shall remain the property of the individual Parties. No license to any other person, under any Intellectual Property Rights (as defined below), is either granted or implied by the disclosure of Confidential Information to such person.
• Notification of Breach of Confidential Information: Receiving Party shall notify Disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement by Receiving Party and/or its employees, consultants, or contractors, and will cooperate with Disclosing Party in every reasonable way to assist Disclosing Party to regain possession of the Confidential Information and prevent its further unauthorized use or disclosure.
• Remedies: Without limiting the remedies available to UPlus, the Company acknowledges that a breach of provisions of this Section2 may result in material irreparable injury to UPlus for which there is no adequate remedy at law, that it will not be possible to measure precisely damages for such injuries and that, in the event of such a breach or threat thereof, UPlus shall be entitled, without the requirement to post bond or other security, to obtain a temporary restraining order and/or injunction restraining the Company from engaging in activities prohibited by this User Policy or such other relief as may be required to specifically enforce any of the provisions of this Section.
• Liquidated damages: Should the Company breach any of its obligations under this Section the Company shall be obliged to pay UPlus liquidated damages in the amount of 10% of annual payable fees under this Agreement for each and every instance of such breach, in addition to any damages in excess of this amount. Liquidated damages is intended to establish a pre-estimate of the loss suffered under circumstances where the actual damages in the event of breach would be difficult or impossible to ascertain. It shall be payable within thirty (30) calendar days of the date on which UPlus sends a written request for such charge.
• Post-termination: Notwithstanding termination by the Company of use of the Service, the Parties’ obligations under this section shall remain in full force and effect with respect to confidential knowledge and information for a period of two (2) years after the termination of this Agreement subject to trade secrets which may be protected for a longer period in accordance with the applicable law.

7. Ownership and Grant of Licence.

• License to Platform and Services: UPlus grants Company a non-exclusive, non-transferable, non-sublicensable, time-limited, revocable, worldwide license during the term of the this Agreement for Company and/or its Authorized Users to access and use the Platform and Services. For the purposes of this User Policy, “Authorized Users” shall mean the Company’s officers, employees and/or contractors authorized by the Company to use the Platform and Services in accordance with the terms and conditions of this User Policy. If an Authorized User leaves the employment or engagement of the Company or where the employment or engagement of an Authorized User is transferred such that the Company does not intend for them to have access to the Platform and Services, the Company shall disable such individual’s access to the Platform and Services. Company shall be solely responsible and liable for permitting Authorized Users the access and use of the Platform and Services, and ensuring that the Authorized Users abide by the terms and conditions of this User Policy.
  • UPlus Proprietary Rights: Notwithstanding anything else to the contrary in this User Policy or elsewhere, UPlus shall retain any and all rights, title and interest, including Intellectual Property Rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights, in and to the Platform, Services and any Underlying UPlus Technology (as defined below). Except as expressly stated herein, this User Policy does not grant the Company any rights to, or in, any Intellectual Property Rights in respect of the Platform, Services, the software, or any related documentation. “Underlying UPlus Technology” shall mean UPlus’s technology, methodologies and intellectual property anywhere in the world (including, without limitation, product(s), software tools, hardware designs, algorithms, software (in source code and object code forms), user interface designs, architecture, class libraries, objects and documentation (both printed and electronic)). Subject to the terms and conditions of this User Policy, to the extent (if at all) any Underlying UPlus Technology is incorporated into the Deliverables and/or Output, UPlus grants to the Company a non-exclusive, non-transferable royalty-free, perpetual, irrevocable (for the Subscription Term), worldwide, license to fully exploit the Underlying UPlus Technology solely for the purposes of effective use of Platform/Services and/or Output provided under this Agreement. For the purposes of this User Policy, “Intellectual Property Rights” shall mean (i) patents, inventions, designs, copyright and related rights, database rights, knowhow and confidential information, trade marks (whether registered or unregistered) and related goodwill, trade names (whether registered or unregistered), database rights, trade secrets, business names, service marks, passing off rights, unfair competition rights, petty patents, utility models, semi-conductor topography rights and rights in designs, and rights to apply for registration; (ii) all other rights of a similar nature or having an equivalent effect anywhere in the world which currently exist or are recognized in the future; and (iii) all applications, extensions and renewals in relation to any such rights.
  • Ownership of Platform Output: Where the Company provides Company Content into the Platform/Services, and receives output generated and returned by the Platform/Services based on such Company Content (the “Output”), the Company owns the Output in perpetuity. The Company shall retain ownership and rights to the Company’s inputs into the system, custom databases created in the course of execution of this agreement, and the Output generated by the Platform/Services. The Output is defined as Research and Discovery Reports, Flows Reports, Custom Reports, Microsites and the Output of Apps developed using Flows. Company acknowledges that the publicly available information contained in the Outputs of the cannot be assigned ownership rights. For clarity, this clause does not preclude UPlus from developing and commercializing generalized or de-identified templates inspired by recurring structural patterns observed across multiple user workflows
  • Ownership of Custom Flows and Marketplace Contributions: The Company acknowledges and agrees that any Flows or Apps created by the Company using the Platform, including those published to the Marketplace, may be accessed and used by UPlus or third parties unless otherwise agreed in writing. However, upon written request by the Company prior to or at the time of publication, UPlus may agree to restrict public access to specific Flows or Apps designated as proprietary (“Private Contributions”), in which case such contributions shall not be listed on the public Marketplace and shall not be reused or republished by UPlus without Company consent. Notwithstanding the foregoing, UPlus retains the right to use general learnings, improvements, or performance data derived from usage of any Flows or Apps (including Private Contributions) for the purpose of improving the Platform, provided that no Confidential Information is disclosed or reused.
  • Use of Company Name. The Company agrees that Uplus may use the Company’s name and logo as well as descriptions of the Services performed in Company lists, advertisements, and other promotional materials including, but not limited to, press releases, brochures, reports, letters, white papers, and electronic media such as e-mails or Uplus website, so long as no Confidential Information is disclosed.
  • Modifications and alterations: The license granted under this Agreement shall not include the right for the Company to make modifications and alterations to the Platform, Services and/or any software embedded or included therein. Neither Party shall use, reproduce, distribute, modify, create derivative works of, publicly perform and publicly display, in any medium or format, whether now known or later developed, the other Party’s intellectual property except to the extent expressly permitted under this User Policy.
  • Infringement of rights: The Company shall use its best endeavors to prevent any unauthorized access to, or use of, the Platform/Services. Should the Company become aware of wrongful use or planned wrongful use of the Platform/Services, including but not limited to any software embedded or included therein by a third party, the Company shall immediately notify UPlus in writing. Should the Company become aware of third parties claiming that the Platform/Services and/or any software embedded or included therein are unprotected or that their use infringes the rights of other Parties or that they are otherwise subject to a challenge/questioning of Uplus’ rights in them, the Company shall immediately notify UPlus in writing and coordinate further action in this regard with UPlus. UPlus shall handle all proceedings in respect of the Platform/Services and shall at its sole discretion decide what steps, if any, to take on account of infringement or alleged infringement of rights in the Platform/Services or any other claims that exist with respect to the use of the Platform/Services or which threaten the use of the Platform/Services.
  • Feedback. UPlus, its affiliates and their licensors shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use or incorporate into the Platform and/or Services any enhancement requests provided by the Company including its Authorized Users.
  • Company’s Intellectual Property. Company represents that it has, and shall be solely responsible for obtaining, the necessary rights, power, and authority to transmit Company Content to UPlus in using the Services. As between Company and UPlus, Company will own all rights, title, and interest in and to all of the Company Content and shall at all times have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Company Content.
  • License to Company Content. The Company hereby grants to UPlus on and subject to the terms and conditions of this User Policy a non-exclusive, non-transferable license to copy, reproduce, store, distribute, publish, export, adapt, edit, and translate the Company Content to the extent reasonably required for the performance of UPlus’ obligations and rights under this Agreement. The Company also grants to UPlus the right to sub-license these rights to its hosting, connectivity, and telecommunications service providers, subject to any express restrictions elsewhere in this User Policy. This User Policy does not transfer or convey to UPlus or any third party any right, title, or interest in or to the Company Content or any associated Intellectual Property Rights, but only a limited right of use as granted in and revocable in accordance with this User Policy.
  • Similarity of Output Disclaimer. The Parties acknowledge and agree that due to the nature of machine learning, the Output generated by the Company using the Platform/Services may not be unique across users, as the Platform/Services may produce the same or similar output for the Company and a third party. In other words, two different parties may receive the same or similar output after submitting their respective inputs. Responses requested by and generated for other users that are not the Company or its affiliates shall not be considered Output for the Company hereunder, and the Company shall have no right over such outputs generated for other users.

8. Representations & Warranties.

• Authority. Each party represents and warrants that it has the full right and authority to enter into, execute, and perform its obligations under this User Policy and that no pending or threatened claim or litigation known to it would have a material adverse impact on its ability to perform as required by this Agreement.
• Warranty Disclaimers. THE PARTIES ACKNOWLEDGE AND AGREE THAT THE PLATFORM AND SERVICES ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. THE COMPANY AGREES THAT THE COMPANY’S USE OF THE PLATFORM AND SERVICES WILL BE AT ITS SOLE RISK UNLESS EXPRESSLY PROVIDED OTHERWISE IN THIS USER POLICY. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS USER POLICY, UPLUS, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE PLATFORM AND SERVICES AND THE COMPANY'S USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. UPLUS MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE PLATFORM’S AND SERVICES' CONTENT, THE DELIVERABLE, OUTPUT, ANY WORKPRODUCT, OR THE CONTENT OF ANY WEBSITES LINKED TO THE SERVICES, AND WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY:
  • ERRORS, MISTAKES, OR INACCURACIES OF THE DELIVERABLE, OUTPUT, OR ANY OTHER CONTENT AND MATERIALS,
    • INFRINGEMENT OF THE RIGHTS OF ANY THIRD PARTY, INCLUDING BUT NOT LIMITED TO INFRINGEMENT OF COPYRIGHT AND RIGHT OF PUBLICITY, ATTRIBUTABLE TO THE USE OF THE PLATFORM AND SERVICES BY THE COMPANY,
    • PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM COMPANY'S ACCESS TO AND USE OF THE SERVICES,
    • ANY UNAUTHORIZED ACCESS TO OR USE OF UPLUS' SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN,
    • ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES,
    • ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE PLATFORM AND SERVICES BY ANY THIRD PARTY, AND/OR
    • ANY ERRORS OR OMISSIONS IN ANY THE DELIVERABLE, OUTPUT, OR ANY OTHER CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY DELIVERABLE, OUTPUT, OR ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE PLATFORM AND SERVICES. UPLUS DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED, OFFERED OR PROVIDED BY A THIRD PARTY IN CONNECTION WITH THE SERVICES.
• The Company agrees to comply fully with all applicable export laws and regulations of the United States and any other jurisdiction where the Platform is used, including but not limited to the U.S. Export Administration Regulations (EAR), the International Traffic in Arms Regulations (ITAR), and economic sanctions programs administered by the U.S. Treasury Department’s Office of Foreign Assets Control (OFAC).
• Company represents and warrants that it is not located in, under the control of, or a national or resident of any country subject to U.S. embargo or sanctions, and is not a prohibited end user under applicable export laws. UPlus reserves the right to restrict or terminate access if Company or any Authorized User becomes subject to such restrictions.
• All of the parties' warranties and representations in respect of the subject matter of this User Policy are expressly set out in these Terms & Conditions. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of these Terms&Conditions will be implied into this Agreement or any related contract

9. Indemnification.

• The Company shall indemnify, defend, and hold harmless UPlus and UPlus’s agents, successors, and assigns against any “Indemnified Claim,” meaning any third-party claim, suit, or proceeding arising out of or related to the Company’s business, including without limitation claims related to the operation or failure to operate of Deliverables and/or Output, claims of personal injury or property damage, and claims of intellectual property infringement. Indemnified Claims include, without limitation, claims by the Company’s customers, contractors, and other users. The Company’s obligations pursuant to this Article 5: (a) include retention and payment of attorneys and payment of court costs, as well as settlement at the Company’s expense and payment of judgments; and (b) will be excused to the extent that the other contracting party’s (“Indemnified Party’s”) or any of such Indemnified Party’s associates’ failure to provide prompt notice of the Indemnified Claim or reasonably to cooperate materially prejudices the defense. The Company will control the defense of any Indemnified Claim, including appeals, negotiations, and any settlement or compromise thereof; provided UPlus will have the right, not to be exercised unreasonably, to reject any settlement or compromise that requires that he admit wrongdoing or liability or subjects him to any ongoing affirmative obligations.

Limitation of Liability. IN NO EVENT SHALL UPLUS BE LIABLE TO THE Company OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS OR LOSS OF BUSINESS, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHER THEORY OF LIABILITY, REGARDLESS OF WHETHER UPLUS WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. IN NO EVENT SHALL UPLUS’S LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT EXCEED THE AMOUNTS ACTUALLY PAID BY THE Company TO UPLUS UNDER THIS AGREEMENT FOR THE SERVICES GIVING RISE TO SUCH LIABILITY AND THE Company AND UPLUS HEREBY AGREE THAT SUCH REMEDY IS FAIR AND ADEQUATE.

10. Privacy And Data Protection

• The Company hereby gives its consent to UPlus to collect, process and store any personal information contained in the Company Content in accordance with this Agreement and UPlus’s privacy policy, compliant with GDPR and Privacy Laws in the United States available at https://www.fifthrow.com/privacy-policy as may be amended from time to time.
  • Governing Law. This Agreement shall be governed by the laws of the State of Delaware, without regard to the conflicts of law provisions of any jurisdiction. Any legal suit, action, litigation or proceeding of any kind whatsoever in any way arising out of, from or relating to this Agreement and the Services provided hereunder shall be instituted in the courts of the State of Delaware.
  • Dispute Resolution - The Parties shall attempt to resolve all disputes between the Parties arising out of or relating to this Agreement amicably through good faith discussions upon the written request of either Party. All disputes not resolved within thirty (30) days of written notice shall be finally settled by binding arbitration in the State of Delaware, in accordance with the rules of the American Arbitration Association (AAA), by a single arbitrator mutually agreed upon by the Parties. The arbitration shall be confidential and judgment upon the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Each Party retains the right to seek injunctive relief in a court of competent jurisdiction within the State of Delaware prior to or during arbitration to prevent irreparable harm. For purposes of this Section, the Parties consent to the exclusive jurisdiction and venue of courts located in the State of Delaware.
  • Assignability. Neither Party shall be entitled to sell, transfer, or encumber to a third party any rights or obligations under this Agreement without the prior written consent of the other Party.
  • Severability. If a court or other body of competent jurisdiction finds, or the Parties mutually believe, any provision of this User Policy, or portion thereof, to be invalid or unenforceable, such provision will be enforced to the maximum extent permissible so as to effect the intent of the Parties, and the remainder of this User Policy will continue in full force and effect.

11. By creating an account, subscribing to the Service, Company explicitly acknowledges that the Platform contains functionality that extracts data from third-party websites (e.g., social media platforms, email sources) without the use of official APIs provided by the third-party operators (“Third Party Operators”). Use of Apps and Flows containing this functionality is done strictly at Company risk and subject to the following indemnification:

• Company agrees to indemnify, defend, and hold harmless UPlus and its affiliates, officers, directors, employees, and agents from and against all claims, losses, liabilities, damages, fines, penalties, costs, expenses, and legal fees arising from:
  • (a) use of the function that extracts data from third party Websites by Company or its Authorized Users;
  • (b) Company Content provided in connection with the functionality; or
  • (c) any claim or action by a Third Party Operator relating to the use of or data extracted through the function.
  • UPlus shall:
  • (i) promptly notify the Company of any such claim;
  • (ii) allow the Company to control the defense and settlement; and
  • (iii) provide reasonable assistance, at the Company’s expense.
  • (iv) The Company may not settle any such claim without a full release of UPlus from liability.
  • (v) Company’s obligations under this Section shall survive for a period of three (3) years