Legal · last updated April 24, 2026

Terms of Service

These Terms of Service ("Terms") govern your access to and use of Upkeel's integration-reliability platform and related services (collectively, the "Service"). "Upkeel", "we", "us", and "our" refer to Upkeel Solutions LLC. By creating an account, signing an order form, or otherwise using the Service, you (the "Customer") agree to these Terms.

1. Acceptance & authority

By accessing the Service you represent that (a) you are at least 18 years old, (b) you have the legal authority to bind the Customer if you are acting on behalf of a company, and (c) you will comply with these Terms and all applicable laws. If you do not agree, do not use the Service.

2. The Service

The Service lets you declare expected events ("Expectations") in your applications, detect when those expectations miss their deadlines, and alert your team. We provide the SDK, APIs, dashboards, and alert pipeline documented at docs.upkeel.dev. We may evolve, add to, or remove features on reasonable notice.

3. Accounts

You are responsible for the confidentiality of your account credentials and API keys, for activity that occurs under your account, and for promptly reporting any unauthorised access to [email protected]. You must provide accurate registration information and keep it current.

4. Fees, billing & trials

Subscription plans are described at upkeel.dev/pricing. Fees are in U.S. dollars and are non-refundable except as expressly stated. We charge recurring fees in advance on the plan cadence you select (monthly or annual).

Free trial: paid plans include a 14-day free trial. A valid payment method is captured at trial start but not charged until day 15 unless you cancel first. Cancelling before day 15 avoids any charge.

Usage overage: each plan has a monthly event allowance and a hard cap. Between the allowance and the hard cap we continue to ingest your events. Above the hard cap we return HTTP 429 and your SDK stops shipping events until the next billing period or a plan upgrade.

Taxes: fees exclude taxes. You are responsible for sales, use, VAT, GST, and similar taxes imposed on your purchase.

Price changes: we may change plan pricing on at least 30 days' notice by email to your administrator account. Your current committed term (monthly or annual) remains at the existing price.

5. Acceptable use

You will not, and will not permit anyone else to:

  • Use the Service to store or transmit content that is unlawful, harmful, infringing, or violates others' rights.
  • Attempt to probe, scan, or test the vulnerability of any Upkeel system, or breach any security measure, except under a written bug-bounty or authorised-testing agreement.
  • Reverse-engineer, decompile, or otherwise attempt to derive source code from any closed-source portion of the Service, except to the extent applicable law expressly permits.
  • Resell, sublicense, or provide the Service to third parties as a standalone product.
  • Use the Service to send spam, unsolicited messages, or to facilitate misuse of third-party services we integrate with.
  • Exceed documented API rate limits or circumvent plan-based restrictions.

6. Your data

Ownership: you retain all rights to the data you submit to the Service ("Customer Data"). You grant Upkeel a non-exclusive licence to host, process, display, transmit, analyse, and back up Customer Data solely to provide the Service.

Protection: we maintain reasonable administrative, technical, and physical safeguards to protect Customer Data. Details live in our Trust & Security page and our Privacy Policy. For EU customers we will execute a data processing agreement (DPA) on request. Email [email protected].

Retention: raw events are retained for 365 days on every paid plan; longer windows are available on Enterprise contracts that require them. You may request earlier deletion at any time. Aggregate metrics that cannot re-identify individuals may be retained longer.

7. Confidentiality

Each party will protect the other's Confidential Information with the same care it uses for its own (no less than reasonable), and will use Confidential Information only to perform or use the Service. "Confidential Information" means non-public information marked confidential or that a reasonable person would understand to be confidential. Confidential Information does not include information that is public, was independently developed, or was rightfully obtained from a third party without confidentiality obligations.

8. Intellectual property

Upkeel retains all right, title, and interest in the Service, including all software, documentation, and trademarks. The @upkeel/sdk, @upkeel/testing, and @upkeel/scenarios packages are MIT-licensed; their licence terms govern their use. You may not remove or alter any proprietary notices.

9. Warranties & disclaimer

Each party represents it has the authority to enter these Terms. Beyond that, the Service is provided "as is" and "as available" without warranties of any kind, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. We do not warrant that the Service will be uninterrupted, error-free, or detect every possible failure in your integrations.

10. Limitation of liability

To the fullest extent permitted by law, neither party will be liable for indirect, incidental, special, consequential, exemplary, or punitive damages (including lost profits, revenue, or data), even if advised of the possibility. Each party's total aggregate liability arising out of or related to these Terms is limited to the fees paid or payable by Customer to Upkeel in the 12 months preceding the claim. These limits apply to all claims in the aggregate.

11. Indemnification

By Customer: you will defend and indemnify Upkeel against third-party claims arising from (a) Customer Data, (b) your use of the Service in violation of these Terms or applicable law, or (c) a breach of your representations here.

By Upkeel: we will defend and indemnify you against third-party claims that the Service as provided infringes a third party's intellectual property rights, subject to the limits above. Our sole obligations are to modify the Service to be non-infringing, procure a licence, or terminate the Service and refund prepaid unused fees.

12. Term & termination

These Terms begin when you accept them and continue until your account is terminated. You may cancel any time from the billing settings or by emailing [email protected]. We may suspend or terminate for material breach with reasonable notice and an opportunity to cure, or immediately for non-payment, security risk, or legal requirement. On termination we stop providing the Service; you retain the right to export Customer Data for 30 days, after which we may delete it.

13. Governing law & disputes

These Terms are governed by the laws of the State of Indiana, USA, without regard to conflict-of-laws principles. Exclusive venue for disputes is the state and federal courts located in Indiana. The parties waive any objection to venue. Either party may seek injunctive relief in any court of competent jurisdiction to protect intellectual property or confidentiality.

14. Changes

We may update these Terms. Material changes take effect no sooner than 30 days after we post them or email the administrator account on file. Continued use after the effective date constitutes acceptance. We keep a dated record of prior versions at upkeel.dev/terms; the "last updated" date at the top reflects the current version.

15. Contact

Upkeel Solutions LLC, Indiana, USA.
Questions about these Terms: [email protected].
Security reports: [email protected].