These General Terms (“Terms”) apply to your access to and use of the Upside Robotics website, products, software, applications, content, communications, reservation system, and related services (collectively, the “Services”).

By accessing or using our Services, placing a reservation, submitting information, or purchasing or using an Upside Robotics product, you agree to be bound by these Terms.

1. Applicability

These Terms govern your use of any website, forms, preorder pages, software, hardware, communications, and related services operated by Upside Robotics (“Upside,” “we,” “our,” or “us”).

These Terms may apply in addition to:

• a Reservation Agreement

• Payment Terms

• a Privacy Policy

• a Final Sales Agreement

• any product-specific or commercial deployment agreements

If there is a conflict between these Terms and a separately signed agreement between you and Upside Robotics, the signed agreement will control.

2. Eligibility

To use our Services or place a reservation, you must:

• be at least 18 years old

• have authority to enter into a legally binding agreement

• provide accurate and current information

• be authorized to act on behalf of a farm, company, or organization if acting for a business

3. Your Account and Submitted Information

Certain Services may require you to submit information such as:

• your name

• email address

• phone number

• farm or business information

• intended use case

• payment details

You agree that all information you provide is accurate, complete, and current.

4. Communications

By submitting your contact information to Upside Robotics, you agree that we may contact you regarding:

• reservations

• orders

• deployment readiness

• product updates

• service or support

• scheduling

• billing

• important company or product notices

5. Reservations, Orders, and Product Availability

Reservations or preorder deposits:

• do not guarantee final purchase

• do not guarantee delivery timing

• do not lock in final pricing

• do not guarantee product specifications or feature availability

We reserve the right to delay, modify, discontinue, reject, or cancel reservations, orders, or product availability at our discretion.

6. Payments

Any payments made to Upside Robotics, including reservation fees or other charges, are subject to our applicable Payment Terms.

7. Product Development and Performance

You acknowledge that Upside Robotics products may evolve over time.

Product details may change, including:

• design

• dimensions

• hardware

• software

• battery or power systems

• features

• AI capabilities

• integrations

• operational performance

• deployment readiness

8. Commercial and Operational Use

Upside Robotics products are intended for agricultural and commercial use.

You are responsible for ensuring that any use of our products or services complies with:

• local laws

• workplace safety requirements

• operational best practices

• relevant supervision and training requirements

9. Intellectual Property

All content, materials, branding, product names, visuals, software, site design, graphics, documentation, text, videos, logos, code, and related assets provided by Upside Robotics are owned by or licensed to Upside Robotics.

10. User Submissions

If you submit any content, feedback, ideas, feature requests, testimonials, photos, videos, or suggestions to Upside Robotics, you grant us the right to use, reproduce, display, adapt, publish, and incorporate that content in connection with our business.

11. Acceptable Use

You agree not to misuse the Services or use them in any way that could harm Upside Robotics, its systems, customers, or other users.

12. Third-Party Services and Links

Our website or Services may contain links to or integrations with third-party tools, services, payment providers, logistics systems, or software platforms.

13. No Warranty

To the maximum extent permitted by law, the Services are provided “as is” and “as available.”

14. Limitation of Liability

Upside Robotics shall not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages arising out of or related to your use of the Services.

15. Indemnity

You agree to defend, indemnify, and hold harmless Upside Robotics from claims arising from your use of the Services or breach of these Terms.

16. Force Majeure

Upside Robotics shall not be liable for any delay or failure to perform resulting from causes beyond our reasonable control.

17. Suspension or Termination

We may suspend, restrict, or terminate your access to all or part of the Services at any time.

18. Changes to These Terms

Upside Robotics may update these Terms from time to time.

19. Governing Law

These Terms shall be governed by the laws of the applicable jurisdiction in which Upside Robotics operates or contracts the relevant transaction.

20. Dispute Resolution

In the event of a dispute, both you and Upside Robotics agree to first attempt to resolve the matter informally and in good faith.

21. Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

22. Entire Agreement

These Terms, together with any referenced Reservation Agreement, Payment Terms, Privacy Policy, and any signed agreement, form the entire agreement between you and Upside Robotics regarding the Services.