UPPERGO Terms of Service (Draft Skeleton)

1. Acceptance of these Terms

[STANDARD CLAUSE — needs jurisdiction-specific counsel review] By creating an UPPERGO account, scanning a hotel's QR code, or otherwise using the UPPERGO service (the "Service"), you agree to these Terms of Service ("Terms"). If you do not agree, do not use the Service. Standard mechanics of assent (clickwrap acceptance at registration, versioning, effective-date notice) should be finalized with counsel and are not specified in this draft.

2. What UPPERGO is

UPPERGO operates a discovery and coordination platform that helps hotel guests find and organize shared activities with other guests staying at the same hotel, and (where a guest has an active paid radius subscription) at nearby participating hotels. UPPERGO:

• is not a travel agency, tour operator, or event organizer — events shown or created in the Service are organized by guests themselves (or, for hotel-official events, by the hotel), not by UPPERGO;
• is not a dating or matchmaking service;
• does not verify the identity, background, criminal history, or trustworthiness of any guest beyond the QR-based hotel-presence check described in §5;
• does not guarantee the safety, conduct, or reliability of any guest, event, or hotel — see the liability limitation in §7.

3. Eligibility & accounts

3.1 Age and capacity. [STANDARD CLAUSE — needs jurisdiction-specific counsel review] You must have the legal capacity to enter into these Terms in your jurisdiction of residence. [NEEDS LOCAL COUNSEL: minimum age requirement — UAE-applicable minimum age for entering a binding digital-services contract, and whether any UAE minor-protection rule requires an explicit age gate or parental-consent flow not currently built into the product.]

3.2 Account creation is independent of any hotel. You may register an UPPERGO account (email + one-time code, no password) before ever visiting a participating hotel — for example, after learning about UPPERGO on social media. A registered account with no hotel connection can view the public directory of participating hotels (name, city, connection status) but has no access to any hotel's activity feed, events, or chat until you either (a) physically scan that hotel's QR code on-site, or (b) hold an active paid radius subscription covering that hotel (§6).

3.3 One account per person. Accounts are personal and non-transferable. You are responsible for activity on your account and for keeping your login access (email inbox) secure.

3.4 Persistent profile. Your profile — including any business/professional information you choose to add — persists across stays and across hotels. It is not recreated per visit. You can edit or remove it at any time in account settings.

4. How hotel access works

4.1 QR-based access. Access to a specific hotel's guest community is granted by scanning that hotel's posted QR code while physically present at the hotel. This grants access for 10 days, after which you must re-scan the same physical QR code on-site to continue — a link, notification, or remote action does not extend or renew access.

4.2 Paid radius access. [STANDARD CLAUSE — needs jurisdiction-specific counsel review, esp. re: refund/cancellation rights] A separate paid subscription lets you discover and join events and chat at nearby participating hotels within your selected radius tier, without a QR scan at each one. This subscription is billed and managed the same way regardless of which hotels you access through it — see §6.

4.3 No identity or reservation verification. UPPERGO's hotel-access model relies on physical presence at a QR code, not on booking confirmation, hotel PMS integration, or government ID. You acknowledge this is a lighter-weight trust model than a fully verified guest list, and that both other guests and event organizers at a hotel may include paid-radius users who are not staying at that hotel.

4.4 Hotel directory. All registered accounts, including those with no hotel connection, can browse the list of hotels connected to UPPERGO (name, city/location, connection status). The directory does not expose any hotel's activity feed, event list, or chat, and does not display any hotel rating or engagement metric.

5. Acceptable use

You agree to use the Service in line with the UPPERGO Guest Conduct Guidelines (GUEST_CONDUCT_POLICY.md), incorporated into these Terms by reference. Without limiting that document, you agree not to:

• harass, threaten, or discriminate against another guest, in chat, direct messages, or in person at any UPPERGO-facilitated event;
• share another guest's profile content (including business/professional details) outside the context in which it was shared;
• send spam, unsolicited commercial messages, or attempt to defraud another guest;
• impersonate another person, another guest, or hotel staff;
• attempt to bypass the QR-verification mechanism (e.g., sharing a hotel's QR code with non-guests, attempting to forge or reuse an expired code) or the radius-subscription gating;
• attempt to access another hotel's guest community, chat, or event data without a valid access basis under §4.

6. Fees & payments

[STANDARD CLAUSE — needs jurisdiction-specific counsel review, esp. re: UAE consumer-protection rules on subscriptions/auto-renewal/refunds/cooling-off periods]

6.1 Guest use of a connected hotel's community (feed, events, chat) is always free once access is granted under §4.

6.2 The paid radius subscription and (when introduced post-pilot) any paid extended-business-profile view are billed through our payment processor, Stripe. Pricing, billing cycle, and cancellation mechanics will be presented at time of purchase.

6.3 All entitlement changes (subscription activation, renewal, expiry, cancellation) are driven solely by payment-processor webhook confirmation, not by any client-side signal — meaning a payment shown as "processing" in the app is not yet an active entitlement until confirmed.

6.4 [NEEDS LOCAL COUNSEL: refund and cooling-off rights applicable under UAE consumer-protection law for a digital subscription service, and whether/how these must be disclosed at point of sale.]

7. Guest-organized events; hotel and platform liability limitation

This section is central to how UPPERGO frames its role and is a primary candidate for counsel scrutiny.

7.1 UPPERGO is a discovery and coordination layer, not an event organizer. The overwhelming majority of events on the Service are created and run by guests themselves — UPPERGO provides the feed, the join mechanism, and the chat; it does not plan, staff, supervise, or guarantee the safety of any guest-created event. Hotel-official events (created by hotel staff, e.g., a hotel tennis tournament) are organized by the hotel, not by UPPERGO.

7.2 No safety or conduct guarantee. [STANDARD CLAUSE — needs jurisdiction-specific counsel review; enforceability of liability disclaimers/caps varies significantly by jurisdiction and by claim type, e.g. personal injury vs. property vs. purely financial loss, and may not be waivable at all under UAE consumer-protection or tort principles] UPPERGO does not guarantee the identity, intentions, or conduct of any guest, and is not a party to, does not supervise, and assumes no responsibility for what happens at any guest-organized or hotel-official event, including but not limited to disputes, injuries, property loss, or criminal conduct between guests. To the maximum extent permitted by applicable law, UPPERGO's and its hotel partners' liability for guest-to-guest conduct at any event discovered or coordinated through the Service is limited as set out in this section and in §12.

7.3 Hotel's right to remove a disruptive guest. A participating hotel may, through its own staff, suspend or terminate ("ban") a guest's access to that hotel's community at any time, for any violation of these Terms, the Guest Conduct Guidelines, or the hotel's own on-property rules, with or without prior notice where circumstances warrant (e.g., an active safety concern). A hotel-initiated ban is scoped to that hotel only and does not affect the guest's UPPERGO account or access to any other hotel.

7.4 Hotel is not UPPERGO's agent, and vice versa. Hotels are independent businesses that pay to connect to UPPERGO's platform; hotel staff moderation decisions (including bans and rating-dispute resolutions, §9) are made by that hotel's own personnel, not by UPPERGO directly, and UPPERGO is not responsible for the outcome of a specific hotel's moderation decision. [NEEDS LOCAL COUNSEL: whether UAE law would nonetheless treat UPPERGO as jointly/vicariously responsible for a hotel's moderation acts or omissions in any circumstance, given UPPERGO both hosts the data and defines the moderation workflow the hotel uses.]

8. User content & ownership

8.1 You own what you create. You retain ownership of profile content, event content, and messages you post ("User Content"). By posting User Content, you grant UPPERGO a non-exclusive, worldwide, royalty-free license to host, store, display, and transmit it as necessary to operate the Service (e.g., showing your event to other guests, delivering your chat messages, showing your conduct-rating aggregate to a prospective event participant per §9).

8.2 Moderation visibility. You acknowledge and agree that if any guest reports a chat message, event, or another guest, the relevant hotel's staff will be shown the full chat transcript of that event, not only the specific flagged message — this is a designed feature of the moderation workflow (see also GUEST_CONDUCT_POLICY.md §3), not an incidental side effect, and applies regardless of whether your own message was the one flagged.

8.3 Removal. UPPERGO or hotel staff may remove User Content that violates these Terms or the Guest Conduct Guidelines. UPPERGO does not proactively review private messages or event chat content absent a report or an automated spam/profanity flag (§5 of GUEST_CONDUCT_POLICY.md).

9. Guest conduct ratings (GuestConductRating)

9.1 What it is. After a shared event has occurred, a guest who participated in it may rate how another participating guest behaved at that event. This is a behavior rating tied to a specific event, not a general reputation, personality, or identity score.

9.2 Visibility. Once a guest has received a minimum threshold number of ratings, an aggregate score is shown to other guests considering joining that guest's event — visible before the deciding guest joins, in keeping with the feature's self-policing purpose. Below that threshold, no numeric score is shown.

9.3 No automatic consequence. A rating, however low, does not automatically restrict a guest's ability to create or join events, and does not automatically route a guest into any moderation queue. Any actual enforcement (message removal, block, hotel ban) occurs only through the reporting mechanism described in §5 and GUEST_CONDUCT_POLICY.md, never as an automatic effect of a rating.

9.4 Disputing a rating. A guest may report a rating they believe is unfair, retaliatory, or discriminatory, using the same reporting mechanism used for messages and guests. Such a report is reviewed and resolved by a moderator employed by the hotel at which the underlying event took place — not by a separate, centralized UPPERGO adjudication body — and that moderator is required to record a written rationale before resolving the report. You acknowledge that this means a rating visible platform-wide is, when disputed, adjudicated at the level of a single hotel's own moderation staff.

9.5 Reveal delay. To reduce the risk of retaliatory rating, a rating is not shown to the guest it concerns until either both participants in the pair have rated each other, or a fixed waiting period (on the order of two weeks from the event) has elapsed.

10. Data collected and why (summary — see forthcoming Privacy Policy for full detail)

[STANDARD CLAUSE — needs jurisdiction-specific counsel review] This section summarizes categories of data UPPERGO collects and the reason for each; it is not a substitute for a full Privacy Policy, which should be drafted as a companion document before launch.

[NEEDS LOCAL COUNSEL: exact data-retention periods per category (especially chat content, report/moderation records, and conduct-rating data) required or permitted under UAE PDPL; lawful basis for processing under UAE PDPL and, for any EU-resident guests, GDPR; cross-border transfer basis given hosting is on Vercel/Railway/Stripe/Postmark/Cloudflare infrastructure not necessarily UAE-based; and whether a UAE data-protection officer or registration requirement applies to UPPERGO at pilot scale.]

11. Third-party processors

UPPERGO uses the following categories of third-party service providers to operate the Service: payment processing (Stripe), transactional email delivery for login codes (Postmark), and object storage for avatars/hotel logos/QR images (Cloudflare R2). [STANDARD CLAUSE — needs jurisdiction-specific counsel review] A full sub-processor list and each provider's own data-handling terms should be referenced in the companion Privacy Policy, along with the legal basis for any resulting cross-border data transfer.

12. Disclaimers & limitation of liability

[STANDARD CLAUSE — needs jurisdiction-specific counsel review; general disclaimer/cap boilerplate below is illustrative only and must not be treated as enforceable text until reviewed]

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UPPERGO DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, AND UPPERGO'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE AMOUNT YOU PAID UPPERGO IN THE TWELVE MONTHS PRECEDING THE CLAIM, OR (IF YOU HAVE PAID NOTHING) A NOMINAL AMOUNT TO BE SET WITH COUNSEL. [NEEDS LOCAL COUNSEL: whether UAE law permits this style of liability cap for a consumer-facing service, whether personal-injury or safety-related claims can be capped or excluded at all, and whether a different formulation is required for enforceability.]

13. Indemnification

[STANDARD CLAUSE — needs jurisdiction-specific counsel review] You agree to indemnify and hold UPPERGO harmless from claims arising out of your breach of these Terms or your misuse of the Service, to the extent permitted by applicable law.

14. Termination

14.1 You may deactivate your account at any time.

14.2 UPPERGO may suspend or terminate your account platform-wide for violation of these Terms, the Guest Conduct Guidelines, or applicable law.

14.3 A hotel may ban you from that hotel's community only (§7.3); this does not by itself terminate your UPPERGO account or your access to any other hotel.

14.4 Sections reasonably intended to survive termination (e.g., §7, §8.2, §12, §13) survive.

15. Governing law & dispute resolution

[NEEDS LOCAL COUNSEL: governing law and dispute-resolution forum for the pilot market — likely UAE federal law and/or a specific emirate/free-zone framework depending on where UPPERGO is legally established; whether arbitration, onshore UAE courts, or a free-zone court (e.g., DIFC) is the intended forum; consumer-protection rules that may override a chosen forum for UAE-resident guests regardless of contractual choice.]

[STANDARD CLAUSE — needs jurisdiction-specific counsel review] Placeholder pending the above: These Terms are governed by the laws of __________, without regard to conflict-of-law principles. Any dispute shall be resolved in __________.

16. Changes to these Terms

[STANDARD CLAUSE — needs jurisdiction-specific counsel review] UPPERGO may update these Terms from time to time. Material changes will be notified in-app (per the current in-app-only notification model — no push/email/SMS notification channel exists at MVP). Continued use after an update constitutes acceptance.

17. Contact

[STANDARD CLAUSE — needs jurisdiction-specific counsel review] Placeholder for UPPERGO's legal entity name, registered address, and contact channel — to be finalized alongside the UAE entity-formation decision.

Where and how these Terms are surfaced in the product (registration-flow acceptance checkbox, footer link, in-app settings) is a design/frontend decision, not made in this document.