Terms of Service

These Terms of Service (the “Terms”) are a legal agreement between you and macup, Inc. (“macup,” “we,” “us,” or “our”) and govern your use of the macup desktop application, the macup Cloud managed storage service, our websites, and related software, documentation, or services (the “Service”). We have written them in plain language where the law lets us, and in precise language where it does not.

Acceptance of these terms

By downloading, installing, accessing, or using the Service, you agree to these Terms. If you do not agree, do not use the Service.

If you are using the Service on behalf of an organisation, you represent that you have authority to bind that organisation, and “you” refers to both you and that organisation. If you lack that authority, do not accept these Terms on the organisation’s behalf.

Some features may be subject to additional terms presented at the time of use; those are incorporated here by reference, and the more specific terms control in a conflict.

Who “we” and “you” are

“We,” “us,” “our,” and “macup” mean macup, Inc., a Delaware corporation (placeholder — confirm entity name and state of incorporation at legal review) with its principal place of business at the address published on our website.

“You” and “your” mean the individual who accepts these Terms or, where accepted on behalf of an organisation, that organisation and its authorised users. “Account holder” means the person or organisation identified as the subscriber of record for a given subscription.

The service

macup is a macOS backup application. The desktop app runs on Macs you own or control and backs up files you select to destinations you choose — external drives, network-attached storage, third-party object-storage buckets you control (“bring your own storage” or “BYOS”), and the macup Cloud managed storage service.

macup is offered on a subscription basis; some features require an active paid subscription. The Service is intended for Macs running a supported version of macOS. Minimum system requirements are published on our website and may change over time.

Your account

To use most features you must create an account and provide accurate, current information kept up to date.

You are responsible for the security of your credentials, including your password and any recovery codes, and for all activity under your account, except to the extent caused by our breach of these Terms or our gross negligence or wilful misconduct. Notify us at support@macup.app of any unauthorised access; we may suspend access to investigate.

Each account is for one person or one organisation. You may not share a single-user account. Organisational plans permit multiple named users under a single billing account as described in plan documentation.

Subscription and payments

macup subscriptions are billed monthly or annually. Pricing is published on our pricing page and may change on notice as described under “Updates and changes.”

We offer a 14-day free trial of paid features with no payment card required. We may limit the number of trials per person or household to prevent abuse.

Subscriptions renew automatically at the end of each billing period at the then-current rate unless you cancel first. You authorise us (directly or through our payment processor) to charge your payment method on each renewal.

You may cancel at any time from your account settings; cancellation takes effect at the end of the current paid period. Except where required by law, fees are non-refundable. We may issue refunds, discounts, or credits at our discretion; doing so once does not obligate us to do so again.

If a payment fails, we may suspend paid features after a reasonable opportunity to update your payment method. All fees are exclusive of taxes, and you are responsible for any sales, use, value-added, or similar taxes that apply.

License to use macup

Subject to your compliance with these Terms and payment of any fees due, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to install and run the macup desktop application on Macs you own or control, for the purpose of using the Service.

All right, title, and interest in the macup application, the macup Cloud service, our websites, our trademarks, and our documentation remain with us and our licensors. Nothing transfers our intellectual property to you except the license above.

You may not: (a) copy, modify, or create derivative works except as expressly permitted; (b) reverse engineer, decompile, or disassemble the Service except where prohibited by law; (c) sell, rent, lease, sublicense, or transfer access; (d) remove or alter proprietary notices; or (e) use the Service to build a competing product or to benchmark it for publication without our prior written consent. Your data remains yours; nothing here transfers ownership of your data to us.

Your data

You retain full ownership of the files, folders, metadata, and other content you back up (your “Customer Data”). You grant us a limited license to process Customer Data solely as needed to provide the Service — to transmit it from your Mac to the destination you selected, store it there, and return it on restore.

We handle Customer Data as described in our Privacy Policy at /legal/privacy and, where applicable, our Data Processing Addendum at /legal/dpa; those are incorporated here by reference.

macup is designed so that the encryption key protecting your backups is generated and held on your Mac. We do not hold a copy and cannot read the contents of your backups. If you lose your passphrase and all recovery paths, we cannot recover your data. You are responsible for following the recovery-setup steps in the app and keeping at least one recovery path available.

You are responsible for the lawfulness of the data you back up, for having the rights to back it up, and for not using the Service to store content you are not entitled to store.

Acceptable use

Your use of the Service is governed by our Acceptable Use Policy at /legal/acceptable-use, incorporated here by reference. The policy prohibits using the Service to store or distribute unlawful content, to infringe third-party rights, to harm our infrastructure or other users, or to circumvent security or billing controls.

If we reasonably determine that you have violated the policy, we may suspend or limit your access, remove offending content where we have the technical means, or terminate your account. Where practicable and not prohibited by law or security concerns, we will give notice and an opportunity to cure.

Third-party storage (BYOS)

If you configure the Service to back up to a storage destination you control — for example, a third-party object-storage bucket or on-premises NAS — your relationship with that provider is solely between you and them.

We do not control, and are not responsible for, the pricing, availability, durability, security, or terms of any third-party storage provider. Your backups at a third-party destination are subject to that provider’s terms, and any egress, storage, or request fees are your responsibility. You are responsible for the configuration, credentials, and access controls of any destination you connect to macup.

Service availability and support

We target a monthly uptime of 99.95% for the macup Cloud control-plane services that gate access to the Service (authentication, subscription validation, and orchestration APIs). Storage durability and availability for data stored in macup Cloud are covered in the macup Cloud product documentation. Uptime is measured excluding scheduled maintenance announced in advance and events outside our reasonable control.

Support is by email at support@macup.app. On standard plans we do not commit to a specific response time on individual tickets, though we aim to respond promptly during business hours. Business and MSP tier subscriptions include response-time SLAs as described on their product pages, which are incorporated here for customers on those plans.

Updates and changes

We may update, improve, or change the Service from time to time. Most changes are bug fixes, performance improvements, or new features, and we roll them out as they ship.

If we materially reduce features on your plan or raise its price, we will give at least 30 days’ advance notice by email or in-product notice; if you do not wish to continue under the changed terms, cancel before the change takes effect. We may ship security updates without prior notice if we reasonably determine a delay would put users or the Service at risk.

We may discontinue the Service in whole or in part. If we discontinue a paid feature or plan you are using, we will give at least 30 days’ notice and pro-rate any refund for unused, pre-paid time on that feature or plan.

Warranties and disclaimers

The Service is provided on an “as is” and “as available” basis. To the maximum extent permitted by law, we disclaim all warranties, express, implied, statutory, or otherwise, including implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any warranties arising from course of dealing or usage of trade. We do not warrant that the Service will be uninterrupted or error-free, or that any given backup or restore operation will complete successfully.

Backup software reduces the risk of data loss; it does not eliminate it. Hardware fails, networks drop, operating systems change, and human error happens. You remain responsible for your own data-protection strategy, and we recommend multiple backup destinations and regular verification that your backups are restorable. Nothing in this section limits any warranty or consumer right that cannot be disclaimed under law.

Limitation of liability

To the maximum extent permitted by law, and except for the carve-outs below, our aggregate liability under or in connection with these Terms — whether in contract, tort (including negligence), strict liability, or otherwise — will not exceed the greater of (a) the amount you paid us for the Service in the 12 months preceding the event giving rise to the claim, and (b) one hundred US dollars (US$100).

Neither party will be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, data, or goodwill, even if advised of the possibility.

The cap and exclusions do not apply to: (i) either party’s indemnification obligations; (ii) liability for infringement or misappropriation of the other party’s intellectual property; (iii) liability for gross negligence or wilful misconduct; (iv) your obligation to pay fees due; or (v) any liability that cannot be limited under applicable law.

The parties acknowledge that the fees reflect this allocation of risk and that these limitations are an essential basis of the bargain.

Indemnification

You will defend, indemnify, and hold harmless macup, its affiliates, and their officers, directors, employees, and agents from any third-party claim, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of: (a) your violation of these Terms, including the Acceptable Use Policy; (b) your violation of applicable law in connection with your use of the Service; or (c) your Customer Data, including any claim that it infringes third-party rights.

We will defend, indemnify, and hold you harmless from any third-party claim alleging that the Service, as provided by us and used in accordance with these Terms, infringes that party’s intellectual-property rights, subject to the limitation of liability above.

Each indemnifying party’s obligations are conditioned on the indemnified party giving prompt written notice, granting sole control of defence and settlement (no settlement admitting liability or imposing non-monetary obligations without prior written consent), and providing reasonable cooperation at the indemnifying party’s expense.

Termination

You may terminate your subscription at any time from your account settings; termination takes effect at the end of your current paid period unless stated otherwise at cancellation.

We may terminate or suspend your account for convenience on 30 days’ written notice. We may terminate or suspend immediately, with or without notice, if you materially breach these Terms, your account has unpaid fees past due, or we are required to do so by law or a competent authority.

On termination, your right to access the Service ends. We will maintain your account data for a 30-day grace period so you can download your backups or restore your files, unless a shorter period is required by law, by a suspension for cause, or by the destination you chose. After the grace period, account data will be deleted or anonymised as described in our Privacy Policy, except for records we must retain or that are held in routine backups.

Sections that by their nature should survive termination will survive — including “Your data,” “License to use macup,” “Warranties and disclaimers,” “Limitation of liability,” “Indemnification,” “Governing law and disputes,” and “Miscellaneous.”

Governing law and disputes

These Terms are governed by Delaware law, without regard to its conflict-of-laws rules. The UN Convention on Contracts for the International Sale of Goods does not apply. Subject to the arbitration agreement below, any claim not subject to arbitration will be brought exclusively in the state or federal courts of Delaware, and each party consents to their personal jurisdiction.

Most disputes arising out of or relating to these Terms or the Service — including questions about the formation, validity, or scope of this arbitration agreement — will be resolved by final and binding individual arbitration administered by a recognised US consumer-arbitration body under its then-current consumer arbitration rules (placeholder — name administrator, e.g. AAA, at legal review). Arbitration will be conducted in English. Hearings will be held in the county of your residence or by videoconference, at your election, unless the parties agree otherwise.

Carve-outs. Nothing here prevents either party from: (a) bringing an individual action in small-claims court within its jurisdictional limits; (b) seeking injunctive or other equitable relief to prevent actual or threatened infringement or misappropriation of intellectual property or breach of confidentiality; or (c) bringing a claim that cannot lawfully be compelled to arbitration.

Class-action waiver. You and macup agree that any dispute will be brought solely on an individual basis, and not as a plaintiff or class member in any class, collective, consolidated, or representative proceeding. The arbitrator has no authority to consolidate claims. If a court finds this waiver unenforceable as to a particular claim, that claim alone will proceed in court, and the rest of this arbitration agreement remains in force.

Right to opt out. You may opt out within 30 days of first accepting these Terms by writing to legal@macup.app with your name, account email, and a clear statement that you are opting out. Opting out does not affect any other provision.

Miscellaneous

Entire agreement. These Terms, together with the Privacy Policy, Acceptable Use Policy, DPA (where applicable), and any order form or plan documentation referenced here, form the entire agreement between you and macup regarding the Service and supersede any prior agreement on that subject.

Severability. If any provision is unenforceable, it will be modified to the minimum extent necessary, or if not possible, severed; the remaining provisions remain in force.

No waiver. Our failure to enforce any provision is not a waiver of that provision or any other right.

Assignment. You may not assign these Terms without our prior written consent. We may assign them to an affiliate or in connection with a merger, acquisition, financing, or sale of all or substantially all of our assets, on notice to you.

Notices. We may give notices by email, in-product notice, or by posting on our website. Notices to us must be sent to legal@macup.app with a copy by mail to our registered agent.

Force majeure. Neither party is liable for any failure or delay caused by events outside its reasonable control, including natural disasters, war, terrorism, civil unrest, government action, labour disputes, or failures of internet, telecommunications, or third-party infrastructure. This does not excuse payment obligations.

Relationship. The parties are independent contractors; nothing here creates an agency, partnership, joint venture, or employment relationship.

Language. These Terms are in English; any translation is for convenience only, and the English version controls.

Export and sanctions. You represent that you are not located in, under the control of, or a national or resident of any country or on any list to which US export or sanctions laws prohibit us from providing the Service.

US government end users. The Service is a “commercial item” as defined in 48 C.F.R. §2.101; use by or on behalf of a US government end user is governed solely by these Terms.

Changes to these terms

We may revise these Terms from time to time. When we do, we will update the effectiveDate and lastReviewed fields above and note the change in the revision history.

For material changes — those that materially reduce your rights or increase your obligations — we will give at least 30 days’ advance notice by email or prominent in-product notice. Your continued use after the change takes effect constitutes acceptance; if you do not agree, cancel before it takes effect.

Non-material changes (clarifications, typo fixes, formatting) may take effect immediately when posted.

Contact

Questions about these Terms should be sent to legal@macup.app. General support questions go to support@macup.app.