Uplift is becoming 
By using the Services (as defined below), you agree to be bound by these terms of use (the “Terms”). If you do not agree to these Terms, you must not use the Services (as defined below).
Capitalized terms are used as defined. “You” refers to you individually, as an individual travel agent authorized by one or more entities which may maintain a separate contractual relationship with Upgrade (each, an “Upgrade Partner”). “Upgrade” refers to Uplift, Inc., a Delaware corporation, and its subsidiary, Uplift Canada Services ULC, a British Columbia unlimited liability company.
1. The Services
1.1 Application, Origination and Servicing. Upgrade offers a consumer financing option called “Flex Pay by Upgrade” (which includes these product names and was formerly known as Uplift Pay Monthly) to residents of United States and Canada whereby proceeds of loans originated through such financing option (“Flex Pay Loans”) are used to pay for a customer’s purchase of travel services or other goods at the point of sale and the customer is required to make monthly installment payments at certain interest rates with respect to such Flex Pay Loan. Pursuant to these Terms, Upgrade will make certain application programming interfaces (“APIs”) and related services and technology available to you to facilitate your provision of the Flex Pay by Upgrade to your customers (collectively, the “Services”). In the United States, most Flex Pay Loans originated through the Services are made by Celtic Bank. In Canada, Uplift Canada Services ULC makes and services Flex Pay Loans. More information about Upgrade’s lending partners is available at upgrade.com/flex-pay/lenders.
1.2 Financial Regulation and Marketing the Services. Consumer lending is regulated in the United States and Canada by various federal, state, provincial and/or territorial laws, such as the Truth-in-Lending Act and the Equal Credit Opportunity Act in the United States. Upgrade is committed to ensuring that consumers using or wishing to use Flex Pay by Upgrade through the Services (“Customers”) receive complete and accurate information about their financing options provided through Upgrade. You agree that you will not (i) prevent or impede Customers from receiving required disclosures or from otherwise receiving the benefits of applicable laws, (ii) require, add, or charge any fees, finance charges, or interest to prices charged to customers for the use of the Services or otherwise in connection with applying for or receiving financing pursuant to the Services; or (iii) charge a different price or provide varying terms and conditions for goods or services for those customers using the Services as compared to those customers that are not using the Services, or otherwise discriminate among customers in any unlawful way. You further agree that if you market or promote Flex Pay by Upgrade to your customers, you will only use materials in strict accordance with www.upgrade.com/flex-pay/learning/marketing-resources or as otherwise approved in writing by Upgrade.
1.3 Upgrade Terms of Use. Customers’ use of Flex Pay by Upgrade is subject to the terms of use posted at www.upgrade.com/flex-pay/terms/ (the “Terms of Use”) and the privacy policy posted at www.upgrade.com/flex-pay/privacy/ (“Privacy Policy,” and together with the Terms of Use, the “Upgrade Policies”). You agree that you will not do anything to induce Customers to violate Upgrade Policies.
1.4 Payments. You agree to use the Services only in connection with a Customer’s bona fide purchase of goods or services for personal, household or family use from a merchant providing travel services (“Eligible Purchase”). If you receive payment credentials in connection with a Flex Pay Loan, you agree to use such payment credentials strictly as directed by the related Customer and only in connection with an Eligible Purchase.
1.5 Other Agreements. You acknowledge and agree that Upgrade may enter into separate agreements with Customers (“Upgrade Agreement(s)”), and you may enter into separate agreements with Customers (“Customer Agreement(s)”). Upgrade is not a party under any Customer Agreements and you are not a party under any Upgrade Agreements. Upgrade assumes all responsibility for processing loan underwriting and management with respect to Flex Pay Loans.
1.6 Taxes. Each party is responsible for and will pay its income tax, gross receipts tax (in the nature of a business activity tax) and other business activity taxes related to or arising from its own performance under these Terms. The parties acknowledge and agree that the Customer is the purchaser of goods and services from you, and you are the vendor of goods or services to your Customer. Each party is responsible for its transaction-based taxes arising from its own performance under these Terms.
2. Your Access to and Use of the Services.
You agree that you will access and use the Services only in accordance with these Terms and as set forth in specifications as may be provided to you by Upgrade from time to time (the “Documentation”). You agree to adhere to all restrictions, guidelines and other requirements set forth in the Documentation. You may only use the components embedded, included or provided by or on behalf of Upgrade for use with the Services in conjunction with the Services and in compliance and subject to these Terms.
Upgrade may, in its sole discretion, with or without notice, at any time change, suspend, or discontinue any aspect of the Services or release bug fixes, updates, upgrades, modifications, enhancements, supplements, or new releases of any portion of the Services. You are responsible for obtaining and maintaining any computer hardware, software and network infrastructure needed to connect to, access or otherwise use the Services. You may not share your account credentials relating to the Services or make your account available to anyone else, and are responsible for all activities that occur under your account.
3. Customer Information
3.1 Customer Information. Upgrade collects certain personal information from Customers in connection with Flex Pay Loan applications and servicing, potentially including an applicant’s name, home address, email address, mobile number, date of birth, annual household income and other financial information, last four digits of social security number (applicable to United States Customers), purchase information, and, upon finalization of a Flex Pay Loan, additional personal information such as credit or debit card information (name on card, card number, expiration date, CCV, billing zip or postal code) (such data, collectively, “Customer Information”). If you provide any Customer Information to Upgrade before or during a Customer’s Flex Pay Loan application process, you represent and warrant that you have taken such steps necessary (including, without limitation, providing and obtaining, or, where applicable, causing a third party to provide and obtain, all required notices and consents, and otherwise ensuring it has all requisite authority) to enable, in accordance with applicable law, the disclosure of Customer Information to Upgrade in connection with a Flex Pay Loan and the foregoing disclosure does not violate the rights of any Customer or violate any applicable laws. You agree that you will do nothing to induce or persuade any Customer to provide Upgrade with inaccurate or incomplete Customer Information. You and Upgrade are each independently accountable under applicable law for Customer Information and will comply with applicable law when processing such information. You agree that you will process any Customer Information that Upgrade shares with you in connection with any Flex Pay Loan and the Services only as necessary to carry out a transaction requested or authorized by a consumer, including settling, auditing, or reconciling of amounts paid in connection with these Terms.
3.2 Ownership. Customer Information collected by Upgrade in connection with a Flex Pay Loan, including Customer Information you disclose to Upgrade, shall be and remain the independent property of Upgrade without regard to whether any Flex Pay Loan process is completed or not completed, and shall be deemed Upgrade’s Confidential Information under these Terms. Such rights will not affect your independent rights to any personal information that you collect from your customers independently of any Flex Pay Loan.
3.3 Data Security. You and Upgrade will each implement and maintain industry standard physical, organizational, and technological safeguards and measures appropriate to the sensitivity of the Customer Information, including all such safeguards and measures required under applicable law, which shall be designed to (i) ensure the security and confidentiality of Customer Information; (ii) protect against any anticipated threats or hazards to the security or integrity of Customer Information; and (iii) safeguard Customer Information against any loss, theft, damage, or unauthorized or unlawful access to or use, disclosure, communication, or other processing of Customer Information. You and Upgrade will each process Customer Information in accordance with these Terms and applicable laws, rules, and regulations. You agree to promptly notify Upgrade, but in no event more than forty-eight (48) hours unless earlier required by applicable law, upon becoming aware of any actual or alleged breach of the security, confidentiality or integrity of Customer Information or your obligations hereunder. You further agree to assist and cooperate with Upgrade in order to respond to any valid consumer rights requests pursuant to applicable law.
3.4 Fraud. If you detect fraud associated with Customer transactions using the Services, you agree to (i) notify Upgrade immediately and work with Upgrade to cancel the affected Flex Pay Loan(s) and transaction(s) or booking(s) related to the fraud and (ii) return to Upgrade the amount of the virtual card payment(s) with respect to such canceled transaction(s) or booking(s). We will cooperate with each other to prevent fraud and use reasonable efforts to share best practices and information regarding fraudulent acts and those committing such acts, as permitted by applicable laws, rules, and regulations.
3.5 Payment Processing. Some Flex Pay Loans may require the Customer to provide a downpayment in connection with their Eligible Purchase to complete the transaction. In this event, the amount you receive upon such transaction completion comprises both (a) the downpayment and (b) the loan proceeds. Accordingly, you hereby appoint Upgrade as your payment collection agent solely for the purpose of accepting downpayments from Customers on behalf of you. You agree that a downpayment made by a Customer to Upgrade on behalf of its bank partners for an Eligible Purchase shall be considered the same as a payment made directly to you, and you will provide the purchased goods or services to the Customer in the agreed-upon manner as if you had received such payment directly from the Customer. You understand that Upgrade’s obligation to transmit such a downpayment to you is subject to and conditional upon successful receipt of the associated payment from the Customer because, without such required downpayment, the Flex Pay Loan proceeds would be insufficient to complete the transaction and, therefore, neither origination of the Flex Pay Loan nor transaction execution will occur. In accepting appointment as your limited payment collection agent, Upgrade assumes no liability for any acts or omissions by you. For additional clarity, in addition to any applicable downpayment, any Flex Pay Loan proceeds will be transmitted to you on behalf of the Customer as a single payment upon transaction completion and not pursuant to the installment schedules applicable to such Flex Pay Loan.
4. Geographic Scope
Except as Upgrade may expressly permit in the Documentation, the Services are only available to residents of the United States or Canada.
5. Termination
These Terms will continue in full force and effect until terminated either automatically as provided herein or by Upgrade at its discretion upon notice to you. These Terms will terminate automatically upon the expiration or termination of your relationship with an Upgrade Partner, or upon the expiration or termination of Upgrade’s agreement with the Upgrade Partner through which you have obtained your authorization.
6. Intellectual Property Ownership
Upgrade retains all rights, title and interest in the Services and all work developed or created by or on behalf of Upgrade during the course of providing the Services. You understand and agree that nothing contained in these Terms or the Documentation will be construed as granting any property rights, by license or otherwise, to any component of the Services or the Confidential Information, or to any invention or any patent, copyright, trademark or other intellectual property right that has issued or that may issue, based on such component of the Services or the Confidential Information. To the extent you acquire any right, title or interest in any component of the Services or the Confidential Information, you hereby irrevocably assign, transfer and convey to Upgrade all of your right, title and interest in such component or Confidential Information. Upgrade shall own any suggestions, enhancement requests, recommendations or other feedback provided by you relating to the Services.
You understand and agree that nothing contained in these Terms or the Documentation will be construed as granting any property rights, by license or otherwise, to any Confidential Information, or to any invention or any patent, copyright, trademark or other intellectual property right that has issued or that may issue, based on such Confidential Information.
7. Use Restrictions
Except as expressly set forth in these Terms and the Documentation or, with respect to reverse engineering, except as explicitly permitted under the Digital Millennium Copyright Act and other applicable intellectual property laws, you shall not: (i) copy, transfer, sublicense, sell, rent, lease or otherwise distribute the Services; (ii) modify, disassemble, decompile, reverse engineer, create derivative works of, or make any other attempt to: (1) discover or obtain the source code of the Services; (2) send through or store infringing or unlawful material in any of the Services; (3) send through or store in the Services any viruses or any other contaminants (including codes, commands, instructions, devices, techniques, bugs, web bugs, or design flaws) that access (without authorization), alter, delete, threaten, infect, assault, vandalize, defraud, disrupt, damage, disable, inhibit, or shut down any of the Services, or any component of Upgrade’s computer systems, networks, infrastructures, devices, websites, databases, software or other data or property; (4) attempt or gain unauthorized access to, or disrupt, the integrity or performance of, the Services; (5) access the Services for the purpose of building a competitive product or service; or (6) use the Services, or permit the Services to be used, for purposes of product evaluation, benchmarking or other comparative analysis intended for publication; (iii) provide access to the Services by any person or entity besides your or your Affiliates, including, without limitation, by a known competitor of Upgrade; (iv) remove, obscure or otherwise modify or destroy any proprietary markings of Upgrade or other parties that may appear on any components of the Services; (v) use the Services except in accordance with the requirements set forth in these Terms and the Documentation; (vi) use the Services in any unlawful manner, for any unlawful purpose or in violation applicable laws; or (vii) sell or offer for sale illegal, obscene, dangerous, or drug-related materials or firearms or ammunition or any similar material.
You agree that if Customers contact you with inquiries related to Upgrade or their Flex Pay Loan, you will refer them to Upgrade.
8. Agent Information
Upgrade may use any information you provide to Upgrade, including without limitation, Confidential Information, in order to detect, prevent or mitigate actual or potential fraud or misuse of the Services, and may share such information with third parties as it deems reasonably appropriate to address such fraud or misuse. You agree to provide Upgrade with such additional information or documents as Upgrade may request from time to time in order to maintain or reinstate your access to and use of the Services.
9. Representations and Warranties; Covenants; Disclaimer of Warranty
9.1 Representations and Warranties. You represent and warrant that (i) you have all necessary right, title and authority to enter into and perform under these Terms; (ii) you have obtained all required licenses and permits to carry on business as a travel agent in each jurisdiction in which such licensing is required; and (iii) you are in compliance with all applicable laws, rules, and regulations in your performance hereunder.
9.2 Covenants. You shall (i) maintain all required licenses and permits to carry on business as a travel agent in each jurisdiction in which such licensing is required; and (ii) you shall comply with all applicable laws, rules, and regulations in your performance hereunder.
9.3 Disclaimer. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, ALL OTHER WARRANTIES, CONDITIONS AND REPRESENTATIONS, WHETHER EXPRESS OR IMPLIED, VERBAL, STATUTORY OR OTHERWISE, AND WHETHER ARISING UNDER THESE TERMS OR OTHERWISE ARE HEREBY DISCLAIMED BY UPGRADE, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OR CONDITIONS OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. UPGRADE DOES NOT WARRANT THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.
10. Indemnification
Upgrade agrees to indemnify, defend and hold you harmless from and against third-party claims, liabilities, damages, and losses (collectively “Claims”), directly resulting from (x) infringement of any trade secret or U.S. copyright, patent or trademark of any third-party to the extent attributable to Upgrade (“Infringement Claim”), or (y) gross negligence, willful misconduct or fraud by Upgrade. If an Infringement Claim is made, or in Upgrade’s opinion is likely to be made, Upgrade, at its sole discretion and expense, will either (a) procure for you the right to continue using the Services; (b) replace or modify the Services so that it becomes non-infringing; or (c) require you to cease using the affected Services. Upgrade will have no indemnity obligation for claims of infringement to the extent resulting or alleged to result from (i) any combination, operation or use of any component of the Services by you with any programs or equipment not supplied by Upgrade or not specified in these Terms or the Documentation for such purpose if in Upgrade’s reasonable judgment such infringement would have been avoided by the combination, operation or use of the Services with items supplied by Upgrade or specified in these Terms or the Documentation for such purpose; (ii) inclusion of your data; (iii) any modification of the Services by you if in Upgrade’s reasonable judgment such infringement would have been avoided in the absence of such modifications; or (iv) the use of the Services in a manner other than for its intended purposes or contrary to the Documentation. The foregoing states the entire obligation of Upgrade with respect to infringement of any proprietary right of a third person.
You agree to indemnify, defend and hold Upgrade and its officers, directors, managers, agents and employees harmless from and against any Claims which may be suffered by, accrued against, charged to or recoverable from Upgrade or any of its officers, directors, managers, agents or employees arising out of or resulting from: (a) Customer Agreements; (b) any services offered or provided by you other than the Flex Pay Loans, (c) an allegation that any data, copy, or property provided to Upgrade by you infringes any trademark or other intellectual property right of a third party; (d) your breach of any applicable law, rule, or regulation of any organization, country or political or governmental entity or agency applicable to your business, operations or your obligations under these Terms; or (e) gross negligence, willful misconduct or fraud by you.
The indemnification obligations hereunder will require that, promptly after either party receives a threat of any action or a notice of the commencement or filing of any action which may be subject to the provisions of this Section 10, Upgrade or You, as applicable, will notify the indemnifying party and tender the matter to the indemnifying party for resolution or litigation at the indemnifying party’s sole cost and expense. The failure to notify the indemnifying party will not relieve the indemnifying party from any liability that it may have under this Section 10, except to the extent it has been materially prejudiced by such failure. The indemnifying party will keep the other party reasonably apprised of the continuing status of the claims or actions covered by this Section 10, including any lawsuits resulting therefrom, and will permit the other party, upon its written request, to participate (at the indemnified party’s own expense) in the defense or settlement of any such claim or action; provided, however, that the indemnifying party will not agree to any settlement that involves anything other than the payment of money without the written consent of the indemnified party. Each indemnified party, as a condition of the indemnity obligations contained in Sections 10, will cooperate with the indemnifying party in the defense and settlement of any such claim or action. Each indemnified party also may, but will not be obligated to, monitor and reasonably participate in the defense of any claim or action using counsel of its choice and at its own expense.
11. Limitation of Liability
11.1 EXCEPT FOR (i) YOUR INDEMNIFICATION OBLIGATIONS, (ii) YOUR MATERIAL BREACH OF SECTION 12 (Confidentiality), (iii) YOUR MATERIAL BREACH OF SECTION 3 (CUSTOMER INFORMATION), AND (iii) YOUR MATERIAL BREACH OF SECTION 6 (Use Restrictions) (COLLECTIVELY, THE “EXCLUSIONS”), IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF THESE TERMS, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED TWENTY FIVE THOUSAND U.S. DOLLARS ($25,000 USD). YOUR LIABILITY FOR THE EXCLUSIONS SHALL NOT EXCEED TWO HUNDRED FIFTY THOUSAND U.S. DOLLARS ($250,000 USD).
11.2 EXCEPT FOR YOUR INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY PUNITIVE, EXEMPLARY, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR PENALTIES (INCLUDING LOST PROFITS AND LOST SAVINGS) ARISING OUT OF THESE TERMS, DUE TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR PENALTIES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. THIS LIMITATION OF LIABILITY WILL BE APPLICABLE ONLY TO THE EXTENT PERMITTED BY LAW IN THE EVENT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF A PARTY, OR IN THE EVENT OF PERSONAL INJURY OR DEATH.
11.3 UPGRADE HAS NO LIABILITY UNDER ANY CUSTOMER AGREEMENTS AND YOU HAVE NO LIABILITY UNDER ANY UPGRADE AGREEMENTS.
12. Confidentiality
12.1 “Confidential Information” means all confidential and proprietary information of a party (“Disclosing Party”) disclosed to the other party (“Receiving Party”), whether orally or in writing, including, without limitation, these terms and conditions, business and marketing plans, technology and technical information, product designs, Documentation, Customer Information, and business processes. Confidential Information shall not include any information that: (i) is or becomes generally known to the public without the breach of any obligation owed to Disclosing Party; (ii) was known to Receiving Party prior to its disclosure by Disclosing Party without breach of any confidentiality obligation owed to Disclosing Party; (iii) was independently developed by Receiving Party without the breach of any confidentiality obligation owed to Disclosing Party or access to or reliance on Disclosing Party’s Confidential Information; (iv) is Customer Information; or (v) is received from a third party without the breach of any confidentiality obligation owed to Disclosing Party.
12.2 Receiving Party shall not disclose any Confidential Information of Disclosing Party for any purpose outside the scope of this Agreement, except as allowed by the terms of this Agreement or with Disclosing Party’s prior written consent. Receiving Party shall protect the confidentiality of Disclosing Party’s Confidential Information in the same manner that it protects the confidentiality of its own Confidential Information of like kind (but in no event using less than reasonable care). Receiving Party shall promptly notify Disclosing Party if it becomes aware of any actual or reasonably suspected breach of confidentiality of Disclosing Party’s Confidential Information.
12.3 If Receiving Party is compelled by law to disclose Confidential Information of Disclosing Party, it shall provide Disclosing Party with (a) prior written notice of such compelled disclosure (to the extent legally permitted) and (b) reasonable assistance in contesting the disclosure, at Disclosing Party’s option and cost. Any actual disclosure compelled by law shall be limited to the minimum amount of information necessary to comply with the disclosure demand as advised by legal counsel. Notwithstanding the foregoing, no prior notice shall be required in the case of disclosure required or requested pursuant to an ordinary-course review or examination by a regulator not specifically targeting the Disclosing Party or the Confidential Information.
12.4 If Receiving Party discloses (or threatens to disclose) any Confidential Information of Disclosing Party in breach of the confidentiality protections hereunder, Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being acknowledged by the parties that any other available remedies are inadequate.
12.5 Upon any termination of this Agreement, the Receiving Party shall continue to maintain the confidentiality of the Disclosing Party’s Confidential Information. Following termination of this Agreement, upon the written request of the Disclosing Party, the Receiving Party will destroy or return, at its election, any Confidential Information of the Disclosing Party in its possession; provided, that the Receiving Party shall be permitted to retain any Confidential Information of the Disclosing Party as necessary pursuant to applicable law or a bona fide data retention policy.
13. Updates to these Terms
Upgrade reserves the right, at our discretion, to change these Terms at any time. Upgrade will post the revised Terms at https://www.upgrade.com/flex-pay/agent-terms-of-use/ and will indicate at the top of this page the date these Terms were last revised. By using the Services after any changes become effective, you agree to be bound by the revised Terms.
14. General
14.1 Relationship. The parties are independent contractors, and no partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties is created by these Terms. When a customer uses the Services to apply for a loan, the Services do not create any agency or fiduciary relationship between you and the customer, except as expressly set forth in Section 3.4.
14.2 Entire Agreement. These Terms and the Documentation constitute the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous communications.
14.3 Messaging. Upgrade may include your name or logo in customer or vendor lists and may refer to your intended use of the Service in its marketing materials and on its websites as well as in discussions with Upgrade customers, prospective customers, and industry and financial analysts. Any messaging by you or on your behalf mentioning Upgrade or the Services must be approved by Upgrade, and where required, its lending partner(s).
14.4 Severability. If any provision of these Terms is held by a court of competent jurisdiction to be contrary to law, such provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions shall remain in effect.
14.5 No Third-Party Beneficiaries. These Terms are solely for the benefit of the parties and their respective successors and permitted assigns, and does not confer any rights or remedies on any other person or entity.
14.6 Assignment. You may not assign any rights or obligations hereunder, whether by operation of law or otherwise, without Upgrade’s prior written consent, as applicable. Any attempted assignment in breach of this section shall be void.
14.7 Interpretation. When used herein, the word “including” is not exclusive, does not limit the generality of the words preceding it and means “including, without limitation”.
14.8 Survival. The parties’ rights and obligations under Section 3 (Customer Information), Section 6 (Intellectual Property Ownership), Section 7 (Use Restrictions), Section 8 (Agent Information), Section 9.3 (Disclaimer), Section 10 (Indemnification), Section 11 (Limitation of Liability), Section 12 (Confidentiality), and Section 14 (General) shall survive termination of these Terms. Upon termination or expiration of these Terms for any reason whatsoever, all rights granted to you related to the Service will immediately terminate.
14.9 Governing Law and Forum. These Terms shall be governed exclusively by the internal laws of the State of California, without regard to its conflicts of law rules, and any dispute arising hereunder shall be brought exclusively in the courts located in the City and County of San Francisco, California. Neither party will refer any dispute to the court without having first done their utmost to resolve the dispute in mutual consultation. The United Nations Convention on Contracts for the International Sale of Goods shall not apply in any respect to these Terms or the parties hereto. The parties further agree to the admissibility of electronic documents in any dispute.
15. Notices.
Notices to Upgrade shall be in writing and delivered by an internationally recognized overnight delivery service or registered mail to:
Upgrade, Inc.
275 Battery Street, 23rd Floor
San Francisco, CA 94111
Attn: Legal Department
and are effective upon receipt. Copy of notices shall be sent by email to notices@upgrade.com.
16. Contacting Us
If you have questions, you may call 888-893-2227 or email Upgrade at agentaccounts@upgrade.com.
Last Date of Revision: October 31, 2024