Terms of Service

1. Acceptance of Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you or the organization you represent ("Customer," "you," or "your") and UpperLev, Inc. ("UPPER," "we," "us," or "our"), governing your access to and use of the FindMyRockstar platform and all associated services, tools, APIs, and content (collectively, the "Service").

By clicking "Accept," "Continue," "Sign In," or otherwise accessing or using the Service, you confirm that you have read, understood, and agree to be bound by these Terms, as well as our Privacy Policy, which is incorporated by reference. If you do not agree, you must not access or use the Service.

If you are accepting these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms. In that case, "you" and "your" refer to that entity.

2. Description of Service

FindMyRockstar is a B2B SaaS talent-sourcing platform operated by UPPER (UpperLev) that enables recruiting teams and hiring organizations to:

• Create and manage job requisitions;
• Autonomously source candidates across multiple external channels (including LinkedIn, GitHub, Apollo, Indeed, HackerNews, Hunter, Reddit, Prospeo, and others);
• Score, rank, deduplicate, and enrich candidate profiles;
• Manage candidate pipelines through the stages of intake, pooled, screened, engaged, interested, and submitted;
• Conduct outreach to candidates on the Customer's behalf; and
• Integrate with third-party applicant tracking systems ("ATS") and other HR tools.

The Service is currently available as an early-access / demo offering. Features, pricing, service-level commitments, and availability may change as the platform matures. UPPER will provide reasonable advance notice of material changes that affect paid subscribers.

3. Accounts and Eligibility

3.1 Eligibility

The Service is intended for use by businesses and recruiting professionals. You must be at least 18 years of age and have legal capacity to form a binding contract to create an account. The Service is not directed at consumers or individuals seeking employment.

3.2 Account Registration

You must provide accurate, current, and complete information when registering for an account. You are responsible for maintaining the confidentiality of your login credentials and for all activity that occurs under your account. Notify us immediately at Legal if you suspect unauthorized access to or use of your account.

3.3 Organizational Accounts

When an account is created for an organization, the organization is the Customer. The individual creating the account represents they are duly authorized to bind the organization. Administrators may invite additional users; the Customer is responsible for all users operating under the Customer's account.

4. Acceptable Use

You agree to use the Service only for lawful purposes and in accordance with these Terms. You must not:

• Use the Service to engage in any unlawful discrimination in hiring on the basis of race, color, religion, sex, national origin, age, disability, genetic information, or any other protected characteristic under applicable law;
• Violate applicable employment, privacy, data-protection, anti-spam, or consumer-protection laws, including the CAN-SPAM Act, GDPR, CCPA, or equivalent regulations;
• Send unsolicited bulk communications or spam to candidates through the platform's outreach features;
• Scrape, harvest, or extract data from the Service in ways not permitted by these Terms or our API documentation;
• Reverse-engineer, decompile, disassemble, or attempt to derive the source code or underlying algorithms of the Service;
• Introduce malware, viruses, or other harmful code into the Service or its infrastructure;
• Attempt to gain unauthorized access to any portion of the Service or its related systems;
• Misrepresent your identity or organizational affiliation to candidates or third parties via the Service;
• Resell, sublicense, or otherwise commercialize access to the Service without UPPER's prior written consent; or
• Use the Service in any manner that could damage, disable, overburden, or impair UPPER's infrastructure or interfere with other users' access to the Service.

UPPER reserves the right to investigate and take appropriate action, including suspension or termination of your account, if UPPER reasonably believes you have violated this Acceptable Use Policy.

5. Customer Data and Candidate Data

5.1 Customer Data Ownership

You retain all right, title, and interest in and to any data, requisition information, notes, or other content you upload, submit, or generate within the Service ("Customer Data"). You grant UPPER a limited, non-exclusive license to process Customer Data solely to provide, improve, and support the Service.

5.2 Candidate Data

In the course of using the Service, UPPER will collect and process personal data about candidates and other individuals (collectively, "Candidate Data"). Candidate Data may originate from any of the following sources, in each case processed on your behalf and at your direction: (a) information that is publicly available or obtained from third-party channels and data providers (including LinkedIn, GitHub, Apollo, Indeed, HackerNews, Hunter, Reddit, Prospeo, and others); (b) information you or your authorized users provide to us, whether in electronic or written form, including requisition details, notes, uploaded documents, resumes/CVs, and correspondence; and (c) information provided by candidates or end users themselves through the Service. "Personal data" includes personally identifying information such as names, contact details, employment history, and similar identifiers.

With respect to Candidate Data, UPPER acts as a data processor (or service provider) on your behalf, and you are the data controller (or business). You represent and warrant that you have, and will maintain, a valid lawful basis and all necessary rights, notices, consents, and authorizations to collect, provide to UPPER, and have UPPER process such Candidate Data — regardless of whether it was obtained from publicly available sources, from third parties, or supplied by you or by candidates/end users — as required by applicable law, including applicable equal employment opportunity, privacy, and data-protection regulations.

5.3 Data Processing Agreement

Where required by applicable data protection law (including GDPR), the parties agree to execute a Data Processing Agreement ("DPA") that governs the processing of personal data. Contact Legal to request a DPA.

5.4 Candidate Communication

You are responsible for ensuring that all outreach messages sent to candidates through the Service comply with applicable law, including truthful representation of your organization and role, and compliance with applicable anti-spam and employment advertising requirements.

5.5 Responsibility for Personal Data; No Warranty of Accuracy or Security Outcomes

Because the Service aggregates and processes personal data from public sources, third-party providers, and materials you or candidates/end users supply, you acknowledge and agree that: (a) UPPER does not independently verify, and does not warrant the accuracy, completeness, legality of original collection, or currency of, personal data obtained from such sources; (b) you are solely responsible for how you use, retain, disclose, and dispose of any personal data made available to you through the Service; and (c) UPPER will apply commercially reasonable technical and organizational safeguards, but no method of transmission or storage is perfectly secure, and UPPER does not and cannot guarantee that personal data will never be subject to loss, unauthorized access, or disclosure. Your acceptance of these Terms includes your agreement to the allocation of risk, disclaimers, limitation of liability, and indemnification set forth in Sections 8, 9, and 10, which apply fully to all personal data and Candidate Data described in this Section 5.

6. Intellectual Property

6.1 UPPER's IP

The Service, including all software, algorithms, models, user interfaces, trademarks, logos, and documentation, is and remains the exclusive property of UPPER and its licensors. These Terms do not grant you any ownership rights in the Service. All rights not expressly granted are reserved by UPPER.

6.2 Feedback

If you provide UPPER with feedback, suggestions, or ideas about the Service ("Feedback"), you grant UPPER a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate that Feedback into the Service or other products, without any obligation of compensation or attribution to you.

6.3 Your Marks

You grant UPPER permission to use your name and logo solely to identify you as a customer of UPPER (e.g., on a customer list or case study), subject to your prior written approval for any specific use beyond routine identification.

7. Fees and Subscription

7.1 Early Access / Demo

The Service is currently offered as an early-access or demo product. Certain features may be provided at no charge or on a trial basis during this period. UPPER reserves the right to begin charging fees for the Service upon reasonable notice to existing users.

7.2 Paid Plans

When paid subscription plans are made available, the applicable fees, billing cadence, and plan features will be set forth in an Order Form or pricing page. All fees are quoted in U.S. Dollars unless otherwise stated. Subscription fees are non-refundable except as required by law or as expressly set forth in a separate agreement.

7.3 Taxes

You are responsible for all applicable taxes, levies, or duties imposed by taxing authorities in connection with your use of the Service, excluding taxes on UPPER's net income.

7.4 Billing Disputes

If you believe you have been charged in error, notify UPPER in writing within 30 days of the charge at Legal. UPPER will review disputed charges in good faith.

8. Disclaimers

THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS.

UPPER does not warrant that candidate profiles sourced or scored by the Service are accurate, complete, lawfully obtained by the relevant third-party sources, or suitable for any particular role. Hiring decisions remain your responsibility. UPPER is a sourcing and workflow tool — it does not make employment decisions and is not a staffing agency.

The Service relies on third-party data sources and APIs. UPPER does not guarantee the availability, accuracy, or continuity of third-party data. Outages or data quality issues originating from third-party sources are outside UPPER's control.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL UPPER, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, GOODWILL, DATA, OR BUSINESS OPPORTUNITIES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR YOUR USE OF OR INABILITY TO USE THE SERVICE, EVEN IF UPPER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THE FOREGOING EXCLUSIONS EXPRESSLY INCLUDE, WITHOUT LIMITATION, ANY DAMAGES OR LOSSES ARISING FROM OR RELATED TO THE LOSS, CORRUPTION, INACCURACY, UNAUTHORIZED ACCESS TO, OR UNAUTHORIZED DISCLOSURE OF ANY PERSONAL DATA OR PERSONALLY IDENTIFYING INFORMATION PROCESSED THROUGH THE SERVICE, WHETHER SOURCED FROM PUBLICLY AVAILABLE INFORMATION, FROM THIRD PARTIES, OR PROVIDED BY YOU, YOUR USERS, CANDIDATES, OR END USERS IN ELECTRONIC OR WRITTEN FORM.

UPPER'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS SHALL NOT EXCEED THE GREATER OF (A) THE FEES PAID BY YOU TO UPPER IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM OR (B) ONE HUNDRED U.S. DOLLARS ($100.00).

Some jurisdictions do not allow the exclusion or limitation of certain types of liability, so some of the above limitations may not apply to you.

10. Indemnification

You agree to indemnify, defend, and hold harmless UPPER and its parent, subsidiaries, and affiliates, and each of their respective officers, directors, employees, contractors, agents, partners, service providers, licensors, and successors and assigns (collectively, the "UPPER Indemnified Parties"), from and against any and all claims, demands, actions, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of the Service in violation of these Terms; (b) your violation of any applicable law, including employment discrimination law, anti-spam law, or data-protection and privacy law; (c) Customer Data, or your instructions to UPPER regarding the collection or processing of Candidate Data; (d) any misrepresentation made to candidates or end users through the Service; or (e) your collection, receipt, use, retention, disclosure, or loss of any personal data or personally identifying information made available through the Service — whether that data was sourced from publicly available information, obtained from third parties, or provided in electronic or written form by you, your users, candidates, or end users.

Without limiting the foregoing, and to the maximum extent permitted by applicable law, you agree that the UPPER Indemnified Parties shall not be liable to you for, and you release and hold them harmless from, any claim of loss, damage, or liability arising from the loss, corruption, unauthorized access to, or unauthorized disclosure of any such personal data, except to the extent finally determined to result from UPPER's gross negligence or willful misconduct. This allocation of risk is a material basis of the parties' agreement and is reflected in the fees (if any) for the Service.

11. Termination

11.1 By You

You may terminate your account at any time by contacting Legal or using the account settings. Termination does not entitle you to a refund of any pre-paid fees.

11.2 By UPPER

UPPER may suspend or terminate your access to the Service immediately upon written notice if: (a) you materially breach these Terms and fail to cure within 15 days of notice; (b) you use the Service in a manner that creates legal liability for UPPER or harms third parties; (c) UPPER is required to do so by law; or (d) UPPER discontinues the Service, with reasonable advance notice where practicable.

11.3 Effect of Termination

Upon termination, your right to access and use the Service ceases immediately. UPPER will make Customer Data available for export for 30 days after termination, after which UPPER may delete it in accordance with its data-retention policies. Sections 5.1, 6, 9, 10, 12, 13, and 14 survive termination.

12. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict-of-law principles.

Any dispute arising out of or relating to these Terms or the Service shall first be addressed through good-faith negotiation. If the dispute is not resolved within 30 days of written notice, it shall be submitted to binding arbitration under the rules of the American Arbitration Association, with arbitration conducted in the English language. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent actual or threatened infringement of intellectual property rights.

You waive any right to participate in a class action lawsuit or class-wide arbitration against UPPER.

13. Changes to These Terms

UPPER may modify these Terms from time to time. We will provide at least 14 days' advance notice of material changes by email to the address associated with your account and/or by posting a notice within the Service. Your continued use of the Service after the effective date of any modified Terms constitutes your acceptance of those changes.

If you do not agree to the modified Terms, you must stop using the Service and may terminate your account as described in Section 11.1.

14. General Provisions

Entire Agreement. These Terms, together with our Privacy Policy and any applicable Order Form or DPA, constitute the entire agreement between you and UPPER regarding the Service and supersede all prior or contemporaneous agreements.

Severability. If any provision of these Terms is held invalid or unenforceable, the remaining provisions will continue in full force and effect.

No Waiver. UPPER's failure to enforce any right or provision of these Terms does not constitute a waiver of that right or provision.

Assignment. You may not assign your rights or obligations under these Terms without UPPER's prior written consent. UPPER may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets.

Force Majeure. UPPER is not liable for delays or failures in performance resulting from events beyond UPPER's reasonable control, including acts of God, natural disasters, government actions, or third-party service outages.

15. Contact Us

For questions about these Terms or to make a legal inquiry: