TERMS OF SERVICE

Last updated: June 9, 2025

Welcome to UPGRD® (the “Company,” “we,” “our,” or “us”). These Terms of Service (the “Terms”) govern your access to and use of upgrd.com, related sub‑domains, mobile applications, digital products, coaching programs, live events, and any services we provide (collectively, the “Services”). By accessing or using any of the Services, you (“you,” “your,” or “User”) agree to be bound by these Terms and our Privacy Policy.

1. Acceptance of Terms

By accessing the Services, you affirm that you are at least 18 years old (or the age of majority in your jurisdiction) and that you have read, understood, and agree to be bound by these Terms. If you do not agree, do not use the Services.

2. About UPGRD

UPGRD provides educational content, coaching, and wellness‑related products aimed at personal and professional development. We are not a medical, psychological, or legal service provider. All content is for informational and educational purposes only.

3. Changes to Terms

We may update these Terms at any time by posting a revised version on the Site and updating the “Last updated” date. Continued use of the Services after changes become effective constitutes your acceptance of the revised Terms.

4. Eligibility

You may use the Services only if you (a) can form a binding contract with us, (b) are not barred from using the Services under applicable law, and (c) will comply with these Terms and all applicable laws and regulations.

5. Account Registration & Security

You may need to create an account to access certain Services. You must provide accurate information and keep it updated. You are responsible for maintaining the confidentiality of your login credentials and for all activities that occur under your account. Notify us immediately of any unauthorized use.

6. Fees, Payments & Refunds

Certain Services require payment (e.g., digital courses, event tickets, subscription programs). Prices are listed in U.S. dollars unless stated otherwise. All sales of digital products are final. For live events, deposits are non‑refundable and remaining balances become non‑refundable 30 days before the event start date. We reserve the right to change our prices at any time. Taxes, foreign transaction fees, and payment‑processor charges are your responsibility.

7. Intellectual Property

All content included in the Services—such as text, graphics, logos, videos, and course materials—is our property or licensed to us and protected by U.S. and international intellectual‑property laws. You may not copy, modify, distribute, or create derivative works without our prior written consent.

8. User Content

You retain ownership of any content you submit ("User Content"). By submitting User Content, you grant us a worldwide, royalty‑free, sublicensable license to use, display, reproduce, distribute, and create derivative works from your User Content for the purpose of operating and promoting the Services. You represent that you have all rights necessary to grant this license and that your User Content does not violate any third‑party rights.

9. Prohibited Conduct

You agree not to:

Violate any applicable law or regulation.
Infringe another’s intellectual‑property, privacy, or other rights.
Post or transmit any content that is unlawful, defamatory, harassing, hateful, or otherwise objectionable.
Attempt to interfere with or compromise the integrity or security of the Services.
Engage in any fraudulent, deceptive, or misleading practices.

10. Coaching, Educational & Wellness Disclaimer

Our content and coaching are for educational purposes only and are not medical, psychological, financial, or legal advice. We do not diagnose, treat, cure, or prevent any disease or condition. Always consult a qualified professional for personalized advice. Your reliance on any information provided through the Services is solely at your own risk.

11. No Guarantees or Warranties

We strive to provide valuable content, but we make no representations or warranties regarding (a) the accuracy, completeness, or reliability of any content; (b) specific outcomes or results; or (c) uninterrupted or error‑free access to the Services. The Services are provided "AS IS" and "AS AVAILABLE." To the fullest extent permitted by law, we disclaim all warranties, express or implied.

12. Third‑Party Links & Services

The Services may contain links to third‑party websites or services that we do not control. We are not responsible for the content, policies, or practices of any third parties. Your dealings with third‑party sites are solely between you and the third party.

13. Indemnification

You agree to indemnify, defend, and hold harmless UPGRD, its affiliates, officers, directors, employees, contractors, and agents from any claims, damages, liabilities, and expenses (including attorneys’ fees) arising out of or related to your (a) use of the Services, (b) violation of these Terms, or (c) violation of any rights of another.

14. Limitation of Liability

To the fullest extent permitted by law, in no event shall UPGRD, its affiliates, officers, directors, employees, or agents be liable to you for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, revenues, data, goodwill, or other intangible losses, resulting from (a) your access to or use of—or inability to access or use—the Services; (b) any conduct or content of any third party; or (c) unauthorized access, use, or alteration of your transmissions or content. In no event shall our aggregate liability exceed the greater of (i) the total fees paid by you to us in the 12 months preceding the claim or (ii) one hundred U.S. dollars (USD $100).

15. Termination

We may suspend or terminate your access to the Services at any time, with or without notice, for any reason, including violation of these Terms. Upon termination, all provisions that by their nature should survive will survive (e.g., intellectual‑property, disclaimers, limitation of liability).

16. Governing Law & Jurisdiction

These Terms are governed by the laws of the State of Arizona, without regard to its conflict‑of‑law principles. You consent to personal jurisdiction and venue in the state and federal courts located in Maricopa County, Arizona.

17. Dispute Resolution & Arbitration

Any dispute arising out of or relating to these Terms or the Services shall be resolved through binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration shall take place in Phoenix, Arizona. YOU AGREE TO WAIVE YOUR RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN ANY CLASS ACTION.

18. International Users

If you access the Services from outside the United States, you are responsible for compliance with local laws. We make no representation that the Services are appropriate or available in other jurisdictions.

19. Electronic Communications

You consent to receive communications from us electronically, such as emails, texts, or notices posted on the Site. You agree that all agreements, notices, and disclosures we provide electronically satisfy any legal requirement that such communications be in writing.

20. Miscellaneous

If any provision of these Terms is found unenforceable, the remaining provisions will remain in full force. Our failure to enforce any right or provision is not a waiver. These Terms constitute the entire agreement between you and us regarding the Services and supersede any prior agreements.

21. Contact

If you have questions about these Terms, please contact us at:

UPGRD LLC
8900 East Pinnacle Peak Road
Scottsdale, AZ, 85255
Email: [email protected]