Uplift Labs Terms of Service

Last updated: August 20, 2026

These Uplift Labs Terms of Service (this “Agreement”) govern your or the company or entity on whose behalf you entered this Agreement or that is otherwise identified on the applicable Order Form (“Customer”) use of the Services as made available by Uplift Labs, Inc. (“Uplift Labs”). Uplift Labs and Customer may be referred to herein collectively as the “Parties” or individually as a “Party”.

1. AGREEMENT TO TERMS AND CONDITIONS.

This Agreement is effective, and you agree to be bound by this Agreement, the earlier of the date (i) you first click a button titled “Create Account”; or (ii) of the Order Form Date specified on the applicable Order Form incorporating this Agreement (“Effective Date”). If you are accepting this Agreement on behalf of Customer, you represent and warrant that you have the authority to bind Customer to the terms and conditions of this Agreement.

2. DEFINITIONS.

(a) “Aggregate Data” means any data that is derived or aggregated in deidentified form from (i) any Customer Materials; or (ii) Customer’s and/or its Authorized Users’ use of the Services, including, without limitation, any usage data or trends with respect to the Services.‍
(b) “Authorized Users” means employees, agents, consultants, and contractors authorized by Customer to use the Services.
(c) “Uplift Labs IP” means the Services, the underlying software provided in conjunction with the Services, algorithms, interfaces, technology, databases, tools, know-how, processes and methods used to provide or deliver the Services, Documentation and Aggregate Data (as defined below), all improvements, modifications or enhancements to, or derivative works of, the foregoing (regardless of inventorship or authorship), and all Intellectual Property Rights in and to any of the foregoing.
(d) “Documentation” means the documentation relating to the Services if and as provided by Uplift Labs to Customer (including any revised versions thereof), which may be updated from time to time upon notice to customer.
(e) “Intellectual Property Rights” means patent rights (including, without limitation, patent applications and disclosures), inventions, copyrights, trade secrets, know-how, data and database rights, mask work rights, and any other intellectual property rights recognized in any country or jurisdiction in the world.
(f) “Order Form” means a mutually executed order form or other mutually agreed upon ordering document which references this Agreement and sets forth the applicable Services to be provided by Uplift Labs.
(g) “Services” means Uplift Labs’ AI-powered motion capture and biomechanical assessment platform for sports organizations and athletic professionals, including the Uplift Capture mobile application, the analysis platform, the web platform and dashboard, and any related tools, features, or functionality made available by Uplift Labs to Customer, as more particularly described or identified in the applicable Order Form.

3. PRIVACY NOTICE.

Please review Uplift Labs’ Privacy Notice, available at https://www.uplift.ai/privacy-policy which also governs how Uplift Labs collects, uses and shares personal information.‍

4. ACCESS AND USE.

(a) Services. Subject to the terms and conditions of this Agreement, Uplift Labs hereby grants Customer a limited, non-exclusive, non-transferable (except in compliance with Section 13(b)) right to use (and permit Authorized Users to and use) the Services in accordance with the Documentation and the terms of this Agreement.
(b) Use Restrictions. Customer will not and will not permit any person or entity (including, without limitation, Authorized Users) to, directly or indirectly: (i) copy, modify or create any derivative work of any portion of the Services or the Documentation; (ii) reverse engineer, decompile, decode, or disassemble or otherwise attempt to derive or gain improper access to any software component of the Services, in whole or in part; (iii) frame, mirror, sell, resell, market, sublicense, publish, distribute, reproduce, assign, transfer, rent, lease or loan any portion of the Services to any other person or entity, or otherwise allow any person or entity to use the Services for any purpose other than for the benefit of Customer in accordance with this Agreement; (iv) use the Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Rights or other right of any person or entity, or that violates any applicable law; (v) interfere with, or disrupt the integrity or performance of, the Services, or any data or content contained therein or transmitted thereby; or (vi) access or search the Services (or download any data or content contained therein or transmitted thereby) through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers or any other similar data mining tools) other than software or Services features provided by Uplift Labs for use expressly for such purposes.
(c) Authorized Users. Customer may permit Authorized Users to use the Services in accordance with the Documentation and the terms of this Agreement, provided that Customer is responsible for all acts or omissions by its Authorized Users in connection with their use of the Services and their compliance with the terms and conditions of this Agreement, including, without limitation, with Customer’s obligations and the restrictions set forth in Section 4(b). Customer will, and will require all Authorized Users to, use all reasonable means to secure user names and passwords, hardware and software used to access the Services in accordance with customary security protocols, and will promptly notify Uplift Labs if Customer knows or reasonably suspects that any user name and/or password has been compromised.
(d) Ownership of Uplift Labs IP. Subject to the limited rights expressly granted hereunder, Uplift Labs reserves and, as between the Parties will solely own, the Uplift Labs IP and all rights, title and interest in and to the Uplift Labs IP. No rights are granted to Customer hereunder (whether by implication, estoppel, exhaustion or otherwise) other than as expressly set forth herein.
(e) Feedback. From time to time Customer or its employees, contractors, representatives may provide Uplift Labs with suggestions, comments, feedback or the like with regard to the Services (collectively, “Feedback”). Customer hereby grants Uplift Labs a perpetual, irrevocable, royalty-free and fully-paid up license to use and exploit all Feedback in connection with Uplift Labs’ business purposes, including, without limitation, the testing, development, maintenance and improvement of the Services. For clarity, Feedback is not considered Confidential Information (as defined below).
(f) Third-Party Services. Certain features and functionalities within the Services may allow Customer and its Authorized Users to interface or interact with, access and/or use compatible third-party services, products, technology and content (collectively, “Third-Party Services”). Uplift Labs does not provide any aspect of the Third-Party Services and is not responsible for any compatibility issues, errors or bugs in the Services or Third-Party Services caused in whole or in part by the Third-Party Services or any update or upgrade thereto.
(g) Trials. Uplift Labs may, in its sole discretion, offer Customer a free or paid trial of the Services for a period determined by Uplift Labs (the “Trial Period”). Paid trials, if offered, will be on a case-by-case basis and subject to a one-time fee determined by Uplift Labs. During the Trial Period, the Services are provided “as is” without warranty of any kind. Uplift Labs may terminate the Trial Period at any time for any reason. Unless Customer subscribes to a paid plan before the end of the Trial Period, Customer’s access to the Services will terminate automatically at the end of the Trial Period.

5. FEES.

In payment for Customer’s access to the Services during the Term, Customer will pay Uplift Labs the non-refundable fees set forth on the applicable Order Form (the “Fees”). Uplift Labs will issue an annual invoice to Customer prior to the start of each year or monthly invoices to Customer during the Term, depending on Customer’s selection, and Customer will pay all amounts set forth on any such invoice no later than thirty (30) days after the date of such invoice. If Customer has signed up for automatic billing, Uplift Labs will charge Customer’s selected payment method (such as a credit card) for any Fees on the applicable payment date, including any applicable taxes. If Uplift Labs cannot charge Customer’s selected payment method for any reason (such as expiration or insufficient funds), Customer remains responsible for any uncollected amounts, and Uplift Labs will attempt to charge the payment method again as Customer may update its payment method information. If Customer fails to make any payment when due, late charges will accrue at the rate of 1% per month or, if lower, the highest rate permitted by applicable law and Uplift Labs may suspend Services until all payments are made in full. Customer is responsible for all sales, use, ad valorem and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state, multinational or local governmental regulatory authority on any amount payable by Customer to Uplift Labs hereunder, other than any taxes imposed on Uplift Labs’ income.

6. CUSTOMER MATERIALS; AGGREGATE DATA

(a) Customer Materials. Customer hereby grants Uplift Labs and its licensors a non-exclusive, worldwide, royalty-free, irrevocable, perpetual right and license to use, reproduce, display, perform and modify the Customer Materials for the purpose of hosting, operating, improving, and providing the Services, for the purpose of developing, training, and fine-tuning models, algorithms, and artificial intelligence technologies, and for the purpose of creating or developing Aggregate Data. The foregoing license will survive any termination or expiration of this Agreement and may be retained by Uplift Labs and/or transferred to any surviving entity in connection with any sale, merger, or other transfer of all or substantially all of Uplift Labs’ business or assets relating to the Services. As between Customer and Uplift Labs, Customer owns and retains all right, title and interest in and to all Customer Materials. “Customer Materials” means all information, data, content and other materials, in any form or medium, that is submitted, posted, collected, transmitted or otherwise provided by or on behalf of Customer through the Services or to Uplift Labs in connection with Customer’s use of the Services, but excluding, for clarity, Aggregate Data and any other information, data, data models, content or materials owned or controlled by Uplift Labs and made available through or in connection with the Services.
(b) Ownership of Aggregate Data. As between Customer and Uplift Labs, Uplift Labs owns all right, title, and interest in and to the Aggregate Data. For clarity, Uplift Labs may use Aggregate Data for its business purposes including, without limitation, for developing, training, and fine-tuning models, algorithms, and artificial intelligence technologies. Such ownership and rights will survive any termination or expiration of this Agreement and may be retained by Uplift Labs and/or transferred to any surviving entity in connection with any sale, merger, or other transfer of all or substantially all of Uplift Labs’ business or assets relating to the Services.

7. CONFIDENTIAL INFORMATION.

(a) Confidentiality. “Confidential Information” means any information that one Party (the “Disclosing Party”) provides to the other Party (the “Receiving Party”) in connection with this Agreement, whether orally or in writing, that is designated as confidential or that reasonably should be considered to be confidential given the nature of the information and/or the circumstances of disclosure. For clarity, the Services and the Documentation will be deemed Confidential Information of Uplift Labs. The Receiving Party will not use or disclose any Confidential Information of the Disclosing Party except as necessary to perform its obligations or exercise its rights under this Agreement; provided that Uplift Labs may use and modify Confidential Information of Customer in deidentified form for purposes of developing and deriving Aggregate Data. The Receiving Party may disclose Confidential Information of the Disclosing Party only: (i) to those of its employees, contractors, agents and advisors who have a bona fide need to know such Confidential Information to perform under this Agreement and who are bound by written agreements with use and nondisclosure restrictions at least as protective of the Confidential Information as those set forth in this Agreement, or (ii) as such disclosure may be required by the order or requirement of a court, administrative agency or other governmental body, subject to the Receiving Party providing to the Disclosing Party reasonable written notice to allow the Disclosing Party to seek a protective order or otherwise contest the disclosure. The terms and conditions of this Agreement will constitute Confidential Information of each Party but may be disclosed on a confidential basis to a Party’s advisors, attorneys, actual or bona fide potential acquirers, investors or other sources of funding (and their respective advisors and attorneys) for due diligence purposes.
(b) Exclusions. Confidential Information will not include any information that: (i) is or becomes generally known to the public through no fault or breach of this Agreement by the Receiving Party; (ii) is rightfully known by the Receiving Party at the time of disclosure without an obligation of confidentiality; (iii) is independently developed by the Receiving Party without access to or use of any Confidential Information of the Disclosing Party that can be evidenced in writing; or (iv) is rightfully obtained by the Receiving Party from a third-party without restriction on use or disclosure.

8. PUBLICITY.

Either Party may, with the other Party’s prior written consent (which will not be unreasonably withheld), use or refer to the other Party’s name, trademarks, service marks, or logos in any marketing materials, business development activities, press releases or other publicity-related matter for the purpose of marketing, publicizing or promoting a Party’s business.

9. REPRESENTATIONS AND WARRANTIES; DISCLAIMER.

(a) Mutual Representations. Each Party represents and warrants to the other Party that: (i) it has full power and authority to enter into this Agreement; and (ii) the execution, delivery and performance of this Agreement by it have been duly authorized by all necessary actions and do not violate its organizational documents.
(b) Customer Additional Representations. Customer represents and warrants that Uplift Labs’ use of the Customer Materials in accordance with this Agreement will not violate any applicable laws or regulations or infringe or violate any intellectual property or other rights of any third party or cause a breach of any agreement or obligations between Customer and any third-party.
(c) Disclaimer. THE SERVICES AND OTHER UPLIFT LABS IP ARE PROVIDED ON AN “AS IS” BASIS, AND UPLIFT LABS MAKES NO WARRANTIES OR REPRESENTATIONS TO CUSTOMER OR TO ANY OTHER PARTY REGARDING THE UPLIFT LABS IP, THE SERVICES OR ANY OTHER SERVICES OR MATERIALS PROVIDED HEREUNDER.

10 TERM AND TERMINATION.

(a) Term. This Agreement will commence on the Effective Date and will remain in effect as specified on the applicable Order Form (the “Term”).
(b) Termination. Either Party may terminate this Agreement, effective on written notice to the other Party, if the other Party materially breaches this Agreement, and such breach remains uncured thirty (30) days after the non-breaching Party provides the breaching Party with written notice of such breach.
(c) Survival. This Section 10(c) and Sections 2, 3, 4(d), 4(e), 5, 6, 7, 8, 9, 10, 11, 12, and 13 survive any termination or expiration of this Agreement. For the avoidance of doubt, Uplift Labs’ rights with respect to Customer Materials and any Aggregate Data developed under Section 6, including the right to use Customer Materials and any Aggregate Data for the purpose of developing, training, and fine-tuning models, algorithms, and artificial intelligence technologies, will survive any termination or expiration of this Agreement and any assignment permitted under Section 13(b).
(d) Effect of Termination. Upon expiration or termination of this Agreement: (i) the rights granted to Customer pursuant to Section 4(a) and Section 8 will terminate; and (ii) Customer will return or destroy, at Uplift Labs’ sole option, all Uplift Labs Confidential Information in its possession or control, including permanent removal of such Uplift Labs Confidential Information (consistent with customary industry practice for data destruction) from any storage devices or other hosting environments that are in Customer’s possession or under Customer’s control, and at Uplift Labs’ request, certify in writing to Uplift Labs that the Uplift Labs Confidential Information has been returned, destroyed or, in the case of electronic communications, deleted. No expiration or termination will affect Customer’s obligation to pay all Fees that may have become due or otherwise accrued through the effective date of expiration or termination, or entitle Customer to any refund.

11. LIMITATION OF LIABILITY.

(a) Limitation of Liability. EXCEPT FOR (I) ANY INFRINGEMENT OR MISAPPROPRIATION BY ONE PARTY OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, (II) FRAUD OR WILLFUL MISCONDUCT BY EITHER PARTY, OR (III) BREACH OF CUSTOMER’S PAYMENT OBLIGATIONS, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF INCOME, DATA, PROFITS, REVENUE OR BUSINESS INTERRUPTION, OR THE COST OF COVER OR SUBSTITUTE SERVICES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT.
(b) Total Liability. IN NO EVENT WILL UPLIFT LABS’ TOTAL CUMULATIVE LIABILITY TO CUSTOMER OR ITS AUTHORIZED USERS ARISING FROM ALL CLAIMS UNDER OR RELATED TO THIS AGREEMENT, EXCEED THE FEES ACTUALLY PAID BY CUSTOMER TO UPLIFT LABS IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO THE APPLICABLE CLAIM MADE UNDER OR RELATED TO THIS AGREEMENT, LESS ALL AMOUNTS PAID BY UPLIFT LABS TO CUSTOMER FOR ALL PAST CLAIMS OF ANY KIND MADE UNDER OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY ON WHICH THE CLAIM OR LIABILITY IS BASED, AND WHETHER OR NOT UPLIFT LABS WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.

12. INDEMNIFICATION.

(a) Indemnification by Uplift Labs. Subject to Section 12(b), Uplift Labs will defend Customer against any claim, suit or proceeding brought by a third-party (“Claims”) alleging that Customer’s use of the Services infringes or misappropriates such third party’s Intellectual Property Rights, and will indemnify and hold harmless Customer against any damages and costs awarded against Customer or agreed in settlement by Uplift Labs (including reasonable attorneys’ fees) resulting from such Claim.
(b) Exclusions. Uplift Labs’ obligations under Section 12(a) will not apply if the underlying Claim arises from or as a result of: (i) Customer’s breach of this Agreement, negligence, willful misconduct or fraud; (ii) any Customer Materials; (iii) Customer’s failure to use any enhancements, modifications, or updates to the Services that have been provided by Uplift Labs; (iv) modifications to the Services by anyone other than Uplift Labs; or (v) combinations of the Services with software, data or materials not provided by Uplift Labs.
(c) Indemnification by Customer. Customer will defend, indemnify and hold harmless Uplift Labs from and against any damages and liabilities (including court costs and reasonable attorneys’ fees) awarded in a final judgment against Uplift Labs, and amounts agreed to in settlement with respect to each of the foregoing, to the extent arising from a Claim against Uplift Labs that: (i) the Customer Materials or its use by Uplift Labs in accordance with this Agreement infringes, misappropriates or violates a third-party’s Intellectual Property Rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation; (ii) is based on Customer’s or an Authorized User’s use of the Services or Documentation to the extent such use was not in accordance with this Agreement; (iii) is based on the manufacture, sale, distribution or marketing of any Customer’s products or services; or (iv) is based on a breach of Section 4(b) by Customer.

13. GENERAL.

(a) Entire Agreement. This Agreement, including its exhibits, is the complete and exclusive agreement between the Parties with respect to its subject matter and supersedes any and all prior or contemporaneous agreements, communications and understandings, both written and oral, with respect to its subject matter. Notwithstanding the foregoing, if Customer has entered into a separate written agreement with Uplift Labs governing Customer’s use of the Services and such agreement expressly states that it supersedes or controls over this Agreement, such separate agreement shall control to the extent of any conflict with this Agreement. This Agreement may be amended or modified only by a written document executed by duly authorized representatives of the parties.
(b) Assignment. Neither Party may assign or transfer this Agreement, by operation of law or otherwise, without the other Party’s prior written consent. Any attempt to assign or transfer this Agreement without such consent will be void. Notwithstanding the foregoing, Uplift Labs may assign or transfer this Agreement to a third party that succeeds to all or substantially all of Uplift Labs’ business and assets relating to the subject matter of this Agreement, whether by sale, merger, operation of law or otherwise, without Customer’s consent. Upon any such assignment, the assignee will be bound by all terms of this Agreement, including without limitation the rights granted to Uplift Labs with respect to Aggregate Data and Customer Materials. Subject to the foregoing, this Agreement is binding upon and will inure to the benefit of each of the Parties and their respective successors and permitted assigns.
(c) Notices. All notices required to be sent hereunder will be in writing (email being sufficient) and will be deemed to have been given when mailed by United States Postal Service Priority Express Mail, with delivery confirmation, postage prepaid, or sent by email, and if sent by email, on the date the email was sent without a bounce back message if sent during normal business hours of the receiving party, and on the next business day if sent after normal business hours of the receiving party.

If to Uplift Labs:

Uplift Labs, Inc.
3000 W El Camino Real
Building 4, Suite 200
Palo Alto, CA 94306

If to Customer: At the address provided in Customer’s applicable Order Form.
(d) Relationship of the Parties. Nothing in this Agreement will be construed to create a partnership, joint venture or agency relationship between the Parties. Neither Party will have the power to bind the other or to incur obligations on the other’s behalf without such other Party’s prior written consent.
(e) Waiver. Either Party’s failure to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision. No waiver of any provision of this Agreement will be effective unless it is in writing and signed by the Party granting the waiver.
(f) Severability. If any provision of this Agreement is held invalid, illegal or unenforceable, that provision will be enforced to the maximum extent permitted by law, given the fundamental intentions of the Parties, and the remaining provisions of this Agreement will remain in full force and effect.
(g) Governing Law; Jurisdiction. This Agreement will be governed by and construed in accordance with the laws of the State of California without giving effect to any principles of conflict of laws that would lead to the application of the laws of another jurisdiction. The Parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply. Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in Northern District of California and the Parties irrevocably consent to the personal jurisdiction and venue therein.
(h) U.S. Government End Users. The Services were developed solely at private expense and are “commercial products”, “commercial items”, or “commercial computer software” as defined in the Federal Acquisition Regulation 2.101 and other relevant government procurement regulations including agency supplements. Any use, duplication, or disclosure of the Services by or on behalf of the U.S. government is subject to restrictions as set forth in this Agreement as consistent with federal law and regulations. If these terms fail to meet the U.S. Government’s needs or are inconsistent in any respect with federal law, Customer will immediately discontinue its use of the Services.