Terms of Service

Version: 2026-07-15

Effective date: 2026-07-15

These Terms of Service (these "Terms") are a binding agreement between you and UpShyft, LLC, a Florida limited liability company ("UpShyft," "we," "us," or "our"). They govern your access to and use of the UpShyft platform, including the websites and applications at upshyft.io and app.upshyft.io, the client portal, the embeddable funding-readiness assessment widget, and any related services, features, and content (collectively, the "Service").

PLEASE READ THESE TERMS CAREFULLY. THEY INCLUDE AN AGREEMENT TO RESOLVE DISPUTES BY BINDING INDIVIDUAL ARBITRATION AND A WAIVER OF CLASS ACTIONS (SECTION 16), DISCLAIMERS OF WARRANTIES (SECTION 13), AND LIMITATIONS OF LIABILITY (SECTION 14).

By creating an account, checking a box indicating acceptance, or otherwise accessing or using the Service, you agree to these Terms. If you do not agree, do not use the Service.

The following documents are part of your agreement with us and are incorporated into these Terms by reference: our Privacy Policy, our Electronic Signature Consent, and, if you have accepted it, our Credit Data Authorization. If you accept these Terms on behalf of a business or other legal entity, you represent that you have authority to bind that entity, and "you" includes that entity.

1. DEFINITIONS

"Brokerage" means an independent business-funding brokerage or similar organization that has entered into an agreement with UpShyft to use the Service to serve its own clients.

"Brokerage User" means an individual authorized by a Brokerage to use the Service on the Brokerage's behalf (for example, a broker, administrator, or staff member).

"Client" means an individual who uses the Service in connection with services provided to that individual (or their business) by a Brokerage, including through the client portal.

"Visitor" means an individual who interacts with public portions of the Service, such as the funding-readiness assessment widget, without an account.

"User" or "you" means any Visitor, Client, or Brokerage User.

"Credit Data" means consumer-report information and other credit-related information about you, including credit reports or credit-report files you upload or provide, consumer reports obtained with your authorization, and information derived from any of the foregoing (such as scores, evaluations, and readiness assessments).

"Your Content" means information, documents, and other materials you submit to the Service, including assessment answers, profile and business information, Credit Data, and uploaded documents.

2. WHAT THE SERVICE IS — AND WHAT UPSHYFT IS NOT

2.1 The Service. UpShyft provides a software platform that Brokerages use to assess funding readiness, analyze credit and business information, generate educational funding roadmaps and action plans, manage client relationships, and track progress. Clients use the Service to complete assessments, provide information and documents, view evaluations and roadmaps prepared through the platform, and work with their Brokerage.

2.2 UpShyft is a software provider. UpShyft provides technology to Brokerages and their Clients. UpShyft itself:

(a) is NOT a lender, bank, or creditor, and does not make loans, extend credit, or make credit decisions;

(b) is NOT a loan broker, finder, or intermediary with respect to your funding — your Brokerage, not UpShyft, provides any brokerage, advisory, or referral services to you;

(c) is NOT a financial advisor, investment advisor, accountant, tax advisor, or law firm, and nothing in the Service is financial, investment, tax, or legal advice;

(d) is NOT a credit repair organization and does not perform credit repair services. Informational outputs of the Service (including any credit analysis or improvement suggestions) are educational self-help information only. UpShyft does not charge you for credit-related advice and makes no representation that any item can be removed from, or changed on, your credit report;

(e) is NOT a consumer reporting agency. The Service's evaluations, scores, and roadmaps are software-generated informational outputs, not consumer reports issued by UpShyft.

2.3 No guarantee of funding. The Service produces estimates, evaluations, and educational guidance. UpShyft does not guarantee that you will qualify for, be approved for, or receive any financing, any particular amount of financing, or any particular terms. Lenders and financial institutions make their own decisions under their own criteria, which change without notice.

2.4 Your Brokerage is independent. Each Brokerage is an independent business, not an agent, partner, or employee of UpShyft. Your relationship with your Brokerage — including any services it provides, advice it gives, and fees it charges — is between you and the Brokerage and may be governed by a separate agreement between you and the Brokerage. UpShyft is not responsible for the acts, omissions, advice, or services of any Brokerage or Brokerage User.

2.5 Third-party financial institutions. The Service may display information about banks, lenders, and financial products, including estimated amounts, requirements, and links to third-party websites. This information is compiled for convenience and educational purposes, may be incomplete or out of date, and is not an offer of credit, a prequalification, or an endorsement. You are responsible for verifying any information with the institution before acting on it. When you follow a link to a third party, that third party's terms and privacy practices apply.

2.6 Automated outputs and human review. Service outputs may be generated or assisted by automated rules, models, or other software and may be incomplete, outdated, or incorrect. You and your Brokerage are responsible for reviewing outputs and relevant source documents before relying on them. Lender criteria, product terms, and third-party information can change without notice.

3. ELIGIBILITY

You may use the Service only if you: (a) are at least 18 years old; (b) are located in the United States; (c) use the Service in connection with actual or contemplated business-purpose financing or the operation of a Brokerage, and not for personal, family, or household credit; and (d) have not previously been suspended or removed from the Service. If you use the Service on behalf of a business, you represent that you are authorized to act for that business.

4. ACCOUNTS

4.1 Invitation-based accounts. Accounts are created by invitation (for example, an invitation from your Brokerage or from UpShyft). You may not create an account for anyone other than yourself, use another person's account, or transfer your account.

4.2 Accurate information. You agree to provide accurate, current, and complete information when creating your account and using the Service, and to keep it updated — including your email address, which we use for required notices (see the Electronic Signature Consent).

4.3 Account security. You are responsible for safeguarding your login credentials and for all activity under your account. We support and encourage multi-factor authentication. Notify us immediately at support@upshyft.io if you suspect unauthorized access to your account.

4.4 Brokerage administration. If you are a Client, your Brokerage's authorized staff can access your information within the Service in order to serve you (see the Privacy Policy). If you are a Brokerage User, your Brokerage's administrators control your role and permissions and may suspend or remove your access.

5. YOUR CONTENT AND CREDIT DATA

5.1 Accuracy and authority. You represent that Your Content is accurate and that you have the right to provide it. You may only upload credit reports, identification, financial statements, and other documents that pertain to you or to a business you are authorized to represent. A Brokerage User may submit Client information only when authorized by the Brokerage and the Client and as permitted by law. Uploading another person's credit report or personal information without lawful authority is prohibited and may violate federal and state law.

5.2 Credit Data. Our collection, use, and sharing of Credit Data is governed by the Credit Data Authorization you accept, together with the Privacy Policy. If you have not accepted the Credit Data Authorization, do not upload or connect Credit Data.

5.3 Direction to share with your Brokerage. By submitting Your Content as a Client or Visitor, you direct and authorize UpShyft to make it (including Credit Data and evaluations derived from it) available to the Brokerage that serves you and its authorized Brokerage Users, so that the Brokerage can provide its services to you.

5.4 License to operate the Service. You retain your rights in Your Content. You grant UpShyft a non-exclusive, worldwide, royalty-free license to host, store, process, transmit, analyze, display, and create derivative works from Your Content solely to (a) provide, secure, and support the Service; (b) comply with law; and (c) create de-identified and aggregated data as described in Section 5.5.

5.5 De-identified data. UpShyft may create and use data that has been de-identified and/or aggregated so that it does not identify you and cannot reasonably be used to identify you, including to improve the Service and produce statistical insights. UpShyft will not attempt to re-identify such data and applies minimum-cohort safeguards before any aggregate statistic is surfaced.

5.6 Consent records. When you accept legal documents through the Service, we record the document versions, the time of acceptance, and technical details (such as IP address and browser identifier) as evidence of your consent.

6. COMMUNICATIONS

6.1 Transactional communications. By using the Service, you agree that we may send you emails about your account and the Service (for example, invitations, verification codes, security notices, and service updates). These are required communications and, while you have an account, you cannot opt out of them.

6.2 Contact about funding options. If you submit the funding-readiness assessment and consent to be contacted about funding options, you agree that the Brokerage associated with the assessment (and its staff) may contact you at the email address and phone number you provided, including by phone, email, or text message where you have consented. Consent to marketing contact is not a condition of any purchase. You can opt out of marketing communications at any time by following the instructions in the message or contacting the Brokerage or us.

7. ACCEPTABLE USE

You agree that you will not, and will not permit anyone to:

(a) provide false, misleading, or fraudulent information, or misrepresent your identity, business, revenue, or credit profile;

(b) upload or submit information or documents about any person without lawful authority to do so;

(c) access or attempt to access accounts, data, or systems (including other Brokerages' or Clients' data) that you are not authorized to access, or probe, scan, or test the vulnerability of the Service;

(d) interfere with or disrupt the Service, or circumvent any security or access-control measure (including tenant isolation, rate limits, or permission checks);

(e) copy, scrape, harvest, or systematically extract data from the Service, or use robots, spiders, or similar automated means except as we expressly allow;

(f) reverse engineer, decompile, or disassemble any part of the Service, except to the extent this restriction is prohibited by law;

(g) resell, sublicense, rent, or provide the Service to third parties except as expressly permitted by a written agreement with UpShyft;

(h) use the Service to violate any law or regulation, including the Fair Credit Reporting Act, the Gramm-Leach-Bliley Act, the Credit Repair Organizations Act, the Telephone Consumer Protection Act, or state financial-services and privacy laws;

(i) upload malicious code or use the Service to transmit spam or unlawful communications; or

(j) use the Service to build a competing product, or for benchmarking without our written consent.

We may investigate suspected violations and may suspend or terminate access as described in Section 12.

8. ADDITIONAL TERMS FOR BROKERAGE USERS

8.1 Separate agreement. A Brokerage's use of the Service may be governed by a separate written agreement between the Brokerage and UpShyft (a "Brokerage Agreement"). If there is a conflict between a Brokerage Agreement and these Terms with respect to the Brokerage's rights and obligations, the Brokerage Agreement controls.

8.2 Responsibility for Client data. If you are a Brokerage User, you agree to: (a) access Client information only as needed to serve that Client; (b) maintain the confidentiality and security of Client information and not export, disclose, or store it outside the Service except as necessary to serve the Client and as permitted by law; (c) follow the Brokerage's approved access, retention, and incident-response procedures; (d) comply with all laws applicable to your activities, including licensing and disclosure requirements, the FCRA, GLBA and its Safeguards Rule, TCPA, and state commercial-financing and privacy laws where applicable; and (e) obtain and maintain any notices, authorizations, and consents required from Clients for the Brokerage's communications, uploads, credit-related activities, and services.

8.3 Your clients. As between UpShyft and the Brokerage, the Brokerage is responsible for its relationships with its Clients, including the accuracy of any advice, the legality of its fees, and any disclosures required by law.

9. INTELLECTUAL PROPERTY

9.1 Our IP. The Service — including its software, design, text, graphics, logos, evaluation methodologies, lender intelligence content, playbooks, and compilations — is owned by UpShyft or its licensors and is protected by intellectual-property laws. Except for the limited rights expressly granted in these Terms, we reserve all rights.

9.2 Your license to use the Service. Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service for its intended purpose.

9.3 Feedback. If you send us feedback or suggestions, we may use them without restriction or obligation to you.

10. THIRD-PARTY SERVICES AND SERVICE CHANGES

The Service interoperates with third-party services—for example, cloud hosting and storage providers, email delivery providers, credit-data providers where separately authorized, and, where a Brokerage has connected one, the Brokerage's customer-relationship-management system. Third-party services are governed by their own terms and privacy practices. UpShyft is not responsible for third-party products or acts, but remains responsible for its own obligations concerning the Service. Features may be added, changed, suspended, or discontinued as the Service evolves or as third-party dependencies change. Where a change materially reduces an ongoing paid Brokerage service, the applicable Brokerage Agreement controls any notice or remedy.

11. FEES

The Service is currently provided to Clients at no charge by UpShyft. Your Brokerage may charge you fees for its own services under its agreement with you; those fees are not set, collected, or controlled by UpShyft. Fees for Brokerages, if any, are set out in the applicable Brokerage Agreement. We may introduce or change fees for the Service prospectively with reasonable advance notice; continued use after a fee change takes effect constitutes acceptance.

12. TERM, SUSPENSION, AND TERMINATION

12.1 Term. These Terms apply from your first use of the Service until terminated.

12.2 By you. You may stop using the Service at any time. Clients may request account deletion as described in the Privacy Policy (deletion requests may be made through your Brokerage or directly to us).

12.3 By us. We may suspend or terminate your access to the Service (in whole or in part) if: (a) you materially breach these Terms; (b) we reasonably believe your use poses a security, legal, or fraud risk; (c) your Brokerage's relationship with UpShyft or with you ends; or (d) we discontinue the Service. Where practicable, we will provide notice.

12.4 Effect. Upon termination, your license to use the Service ends. You should save or export records you need before access ends, subject to any export tools and rights then available. Provisions that by their nature should survive—including Sections 2, 5.4-5.6, 9, 13-17, and 18—survive. Data retention, access, and deletion after termination are described in the Privacy Policy and any applicable Brokerage Agreement.

13. DISCLAIMERS

THE SERVICE AND ALL CONTENT AND OUTPUTS (INCLUDING ASSESSMENTS, SCORES, EVALUATIONS, ROADMAPS, PLAYBOOKS, AND LENDER INFORMATION) ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, TITLE, AND NON-INFRINGEMENT.

WITHOUT LIMITING THE FOREGOING, UPSHYFT DOES NOT WARRANT THAT: (A) OUTPUTS OF THE SERVICE ARE ACCURATE, COMPLETE, OR CURRENT (AUTOMATED PARSING OF CREDIT REPORTS AND THIRD-PARTY LENDER INFORMATION MAY CONTAIN ERRORS); (B) THE SERVICE WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE; OR (C) ANY FUNDING OUTCOME WILL BE ACHIEVED. YOU ARE RESPONSIBLE FOR VERIFYING INFORMATION BEFORE RELYING ON IT AND FOR YOUR OWN FINANCIAL DECISIONS. SOME JURISDICTIONS DO NOT ALLOW CERTAIN WARRANTY DISCLAIMERS, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU.

14. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW: (A) UPSHYFT AND ITS OFFICERS, MEMBERS, EMPLOYEES, AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, LOST BUSINESS OPPORTUNITIES, OR FAILURE TO OBTAIN FINANCING, EVEN IF ADVISED OF THE POSSIBILITY; AND (B) UPSHYFT'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE GREATER OF (i) ONE HUNDRED U.S. DOLLARS (US $100) AND (ii) THE AMOUNTS YOU PAID TO UPSHYFT FOR THE SERVICE IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.

THESE LIMITS DO NOT APPLY TO LIABILITY THAT CANNOT BE LIMITED BY LAW (SUCH AS LIABILITY FOR FRAUD, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT WHERE SUCH LIMITS ARE PROHIBITED). SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU. THE PARTIES AGREE THAT THIS SECTION REFLECTS A REASONABLE ALLOCATION OF RISK GIVEN THAT THE SERVICE IS PROVIDED TO CLIENTS WITHOUT CHARGE.

15. INDEMNIFICATION

You will defend, indemnify, and hold harmless UpShyft and its officers, members, employees, and agents from and against any claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) Your Content, including any claim that you provided another person's information without authority; (b) your breach of these Terms or violation of law; (c) if you are a Brokerage User, the Brokerage's services to and relationships with its Clients; and (d) your misuse of the Service. We will provide prompt notice of any such claim and may participate in the defense with counsel of our choosing.

16. DISPUTE RESOLUTION; ARBITRATION; CLASS-ACTION WAIVER

PLEASE READ THIS SECTION CAREFULLY — IT AFFECTS YOUR LEGAL RIGHTS.

16.1 Informal resolution first. Before filing a claim, you and UpShyft agree to try to resolve the dispute informally. Send a written notice describing the dispute to support@upshyft.io or the mailing address in Section 19. If the dispute is not resolved within thirty (30) days of receipt of the notice, either party may proceed as set out below.

16.2 Binding arbitration. Except as provided in Section 16.4, any dispute, claim, or controversy arising out of or relating to these Terms or the Service will be resolved by final and binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules or, where applicable to an individual's claims, its Consumer Arbitration Rules, as modified by these Terms. The applicable rules and fee information are available at adr.org. The arbitration will be conducted by a single arbitrator, in English, with the seat of arbitration in Flagler County, Florida, although hearings may be conducted remotely where the rules allow. The arbitrator may award the same individual remedies available in court, subject to the limits in these Terms and applicable law. Judgment on the award may be entered in any court of competent jurisdiction. The Federal Arbitration Act governs this Section.

16.3 Class-action waiver. YOU AND UPSHYFT EACH AGREE THAT CLAIMS MAY BE BROUGHT ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate more than one person's claims. If this waiver is found unenforceable as to a particular claim, that claim (and only that claim) must proceed in court.

16.4 Exceptions. Either party may: (a) bring an individual claim in small-claims court; or (b) seek injunctive or other equitable relief in court to protect intellectual property or to prevent unauthorized access to or misuse of the Service or its data.

16.5 Opt-out. You may opt out of Sections 16.2 and 16.3 by sending written notice to support@upshyft.io within thirty (30) days after you first accept these Terms, stating your name, the email associated with your account, and your intent to opt out of arbitration. Opting out does not affect any other provision of these Terms.

16.6 Governing law; venue. These Terms are governed by the laws of the State of Florida, without regard to conflict-of-laws rules, except that the Federal Arbitration Act governs Section 16. For claims not subject to arbitration, the state and federal courts located in Flagler County, FL, have exclusive jurisdiction, and the parties consent to personal jurisdiction there.

17. CHANGES TO THESE TERMS

We may update these Terms from time to time. Each version is identified by a version number and effective date. If we make material changes, we will provide advance notice appropriate to the change—for example, by email or an in-Service notice—and will request renewed acceptance when required by law or when the change materially affects rights that should not be changed through passive continued use. Changes apply prospectively from their effective date. If you do not agree to updated Terms, you must stop using the Service.

18. GENERAL

18.1 Entire agreement; order of precedence. These Terms, together with the Privacy Policy, Electronic Signature Consent, Credit Data Authorization (if accepted), and any applicable Brokerage Agreement, are the entire agreement between you and UpShyft regarding the Service. For Brokerages, a Brokerage Agreement controls over these Terms to the extent of any conflict.

18.2 Severability. If any provision is held unenforceable, it will be modified to the minimum extent necessary, and the rest of these Terms remain in effect.

18.3 No waiver. A failure to enforce a provision is not a waiver.

18.4 Assignment. You may not assign these Terms without our written consent. We may assign them in connection with a merger, acquisition, reorganization, or sale of assets, or by operation of law.

18.5 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control.

18.6 Electronic records. These Terms and related consents are entered into electronically in accordance with the Electronic Signature Consent.

18.7 No third-party beneficiaries. Except as expressly stated, these Terms create no third-party rights.

19. CONTACT

UpShyft, LLC

8 ZOELLER CT

PALM COAST, FL 32164

Email: support@upshyft.io

Privacy requests: support@upshyft.io

General support: support@upshyft.io