Effective Date: March 1, 2025
These Terms and Conditions (the "Terms") outline the rules governing your access to and use of the websites found at https://upgradetutors.com, as well as any other websites or mobile applications where Team Upgrade Corp., doing business as Upgrade Tutors, or its affiliated entities (collectively referred to as "we," "us," or "our") have made these Terms available (together, the "Sites"). BY ACCESSING OR USING ANY OF THE SITES, YOU AGREE TO COMPLY WITH THESE TERMS AS THEY APPLY TO YOUR USAGE.
We also encourage you to review our Privacy Policy, which is incorporated into these Terms by reference. If you do not accept these Terms, including our Privacy Policy, you are not permitted to use the Sites or any related products and services (collectively, the "Services"). By engaging with the Sites, you acknowledge and consent to these Terms in electronic format. Should you wish to revoke this consent, you must discontinue use of the Sites and, if applicable, close your account.
For users under the age of 18, the following conditions apply: (a) a parent or legal guardian must review these Terms alongside the minor to ensure they understand and accept them, and (b) if the parent or guardian does not agree to these Terms, the minor must refrain from using the Sites and uninstall any associated applications.
Between you and us, we hold sole and exclusive ownership of all rights, title, and interest in the Site, the underlying technology powering the Services, and all related content. This includes, but is not limited to, audio, images, illustrations, graphics, videos, instructional materials, text, software, code, and data provided through the Site or Services, as well as any content associated with our programs, even if accessed outside the Site. Additionally, we retain full ownership over the design, layout, and overall presentation of the Site (collectively referred to as "Company Content"). Your access to or use of the Site and Services does not confer any ownership rights to you over the Company Content.
Trademarks, service marks, logos, and trade names (collectively referred to as "Trademarks") appearing on the Site or within Company Content, whether owned by us or third parties, may not be used without explicit authorization from the respective trademark owner. Any Trademarks featured on the Site or accessible through the Services that are not owned by us remain the property of their respective holders. Nothing on the Site should be interpreted as granting, whether by implication, estoppel, or any other legal doctrine, any right or license to use any displayed Trademark without prior written consent from us or the relevant third-party owner. Any unauthorized use of the Trademarks shown on the Site is strictly prohibited.
We are committed to respecting the intellectual property rights of others and expect our users to do the same. If you believe that your copyrighted work has been copied and made available on the Site in a way that constitutes infringement, or if you feel that your intellectual property rights have been violated in any other manner, please submit a notice to our designated Copyright Agent with the following details:
Notices regarding copyright or intellectual property infringement should be sent to our Copyright Agent at admin@upgradecampus.com. We reserve the right to terminate user accounts of repeat infringers.
(a) Any ideas, suggestions, survey responses, testimonials, or other content you submit to us, including posts in our chat rooms, message boards, or blogs (collectively, "User Content"), will be considered non-confidential and may be utilized by us for any purpose. By providing User Content, you: (i) affirm and guarantee that the content is your original work, that no other party holds rights to it, and that any "moral rights" associated with it have been waived; and (ii) grant us a royalty-free, unrestricted, worldwide, perpetual, irrevocable, non-exclusive, and fully transferable, assignable, and sublicensable right to use, display, reproduce, modify, create derivative works from, and distribute the User Content, in whole or in part. We are not obligated to store or maintain any User Content you provide and may remove or delete it at any time.
(b) By submitting any form of content, data, or materials—whether it be User Content, questions (excluding those sourced directly from textbooks or workbooks), documents such as essays, or any other information—to us through the Site or Services (collectively, "Submitted Materials"), you: (i) confirm and guarantee that these materials are your original work, that no third party has any claim to them, and that all "moral rights" in the Submitted Materials have been waived; and (ii) grant us a royalty-free, unrestricted, worldwide, perpetual, irrevocable, non-exclusive, and fully transferable, assignable, and sublicensable right to use these materials (including any derivatives thereof) for quality assurance, training and development of tutors, product and service improvement, new product and service development, and research purposes with third parties on a de-identified basis, all in accordance with our Privacy Policy. We assume no responsibility for storing or maintaining any Submitted Materials and may delete or discard them at our discretion.
(c) If you upload academic source materials such as textbook or workbook excerpts in connection with the Services, you confirm and warrant that your submission falls under the "fair use" doctrine of copyright law. Furthermore, if you request that our system display a representation of a textbook or workbook page or problem, you guarantee that you legally own or have proper access to that material and that your request is solely for educational purposes to facilitate your instructional session under the "fair use" provision of copyright law.
(d) You acknowledge and agree that we may record and generate transcripts of any portion of live online classes, tutoring sessions, or meetings (including voice chat and video communications) for purposes such as quality assurance, tutor training, product and service enhancement, the creation of new offerings, and research collaborations with third parties on a de-identified basis, all in alignment with our Privacy Policy. We retain the right to review these recorded sessions for any purpose. You further agree that all transcripts and recordings of live online classes, tutoring sessions, and meetings are our sole property, and by participating, you irrevocably assign all rights to such transcripts and recordings to us.
We reserve the right, though we are not obligated, to (a) monitor or review any content posted on the Site, through the Services, or via any features of the Site and (b) decline to publish or remove any material, in whole or in part, that we, at our sole discretion, find objectionable, in violation of these Terms, or contrary to applicable law. Additionally, we may impose restrictions on certain forum features or limit your access—whether partially or entirely—without prior notice or penalty if we determine that you have breached the guidelines outlined in this section, our Terms, or relevant laws, or for any other reason at our discretion, without liability.
(a) Any form of commercial distribution, publication, or monetization of the Site or any Company Content is strictly forbidden. Unless explicitly permitted under these Terms or applicable law, you are not allowed to download, display, copy, reproduce, distribute, modify, perform, transfer, create derivative works from, sell, or otherwise exploit any Company Content. Any unauthorized use of the Site may result in the enforcement of our intellectual property and legal rights to the fullest extent, including potential criminal prosecution.
(b) If we determine that you are misusing the Site or engaging in conduct that we consider inappropriate or unlawful, we reserve the right to investigate and/or terminate your account. While using the Site and Services, you agree not to: (i) impersonate any individual or entity, or falsely represent your affiliation with another person or organization; (ii) insert advertising, branding, or promotional content—whether yours or a third party's—into any Company Content or Services; or (iii) attempt to gain unauthorized access to other computer systems via the Site.
(c) You further agree that you will not: (i) use automated tools or techniques such as spidering, "screen scraping," "database scraping," email or contact information harvesting, or any other automatic method to access, log in, register for, or retrieve user lists, data, or other features from the Site or Services, including accessing server or database information; (ii) intentionally disrupt, damage, overburden, or interfere with the Site or Services, including by sending mass unsolicited messages or overloading servers with requests; or (iii) use the Site or Services in any manner that violates applicable laws or infringes upon the rights of third parties.
(d) You agree not to attempt (or encourage or assist others in attempting) to bypass, reverse engineer, decrypt, modify, or otherwise interfere with the Site, Services, or any associated content, nor to use them in an unauthorized manner.
(e) Additionally, you must not upload, post, transmit, distribute, or otherwise publish any material or code through the Site or Services that: (i) restricts or prevents any other user from fully utilizing the Site or Services; (ii) is fraudulent, illegal, threatening, abusive, harassing, defamatory, obscene, vulgar, offensive, profane, sexually explicit, or otherwise inappropriate; (iii) violates local, state, national, or international laws; (iv) infringes on intellectual property, privacy, publicity, or other legal rights of third parties; (v) contains viruses, spyware, or any other malicious components; (vi) includes embedded links, advertisements, chain letters, or pyramid schemes; or (vii) presents false or misleading information regarding origin, endorsements, or factual statements.
(f) You agree to interact respectfully with our online tutors, refraining from using profanity, fabricating emergencies, making threats, or discussing unrelated personal matters. Additionally, you must not share any personally identifiable information—including your full name, address, phone number, email, social security number, or any other data that could be used to identify or locate you. Similarly, you may not solicit such information from tutors. If any tutor discloses personal information to you, requests your personal details, or proposes an offline meeting or conversation, you must immediately notify us both by phone and in writing. Furthermore, you are prohibited from using the Site, Services, or any information obtained from the Site to recruit, solicit, or contact tutors for employment or contract work unrelated to our organization without our prior written consent.
(g) If you use, or assist someone in using, our online tutoring services in an unauthorized manner, you agree to compensate us at a rate of $50 per hour for any time spent investigating and rectifying such misuse, plus any external investigation costs we incur (with a minimum charge of $250). We reserve the right to charge any credit card associated with your account for these fees. For instance, if you create 10 fraudulent accounts to exploit a "one free hour tutoring" promotion using multiple phone numbers and credit cards, you agree that we may charge your card $500 (10 hours at $50 per hour) plus a $250 investigative fee, totaling $750. Furthermore, you waive any right to dispute these charges, and we retain the right to pursue additional actual costs as necessary.
(a) Additional terms specific to certain Services available for purchase on the Site are outlined in our Student Enrollment Agreement Terms and Conditions.
(b) You are solely responsible for ensuring you have the necessary computer hardware, equipment, and services—such as internet and wireless connectivity—required to access and use our online Services. Any associated costs or fees are your responsibility.
(c) To access and use the Services, you must register on the Site, pay any applicable fees, and create an account with a username and password. You agree to provide accurate and truthful information during registration. If we determine that any information provided is false or misleading, we reserve the right to suspend or terminate your account and deny you further access to the Services. You are responsible for maintaining the confidentiality of your account credentials and assume full liability for any activities conducted under your account. If you suspect unauthorized use of your username or account, you must notify us immediately. Your account, including your username and password, is non-transferable, and you are prohibited from using another person's account without explicit permission from the account owner. If you authorize another individual, including a minor, to use your account, you accept full responsibility for (i) their online behavior, (ii) managing their access to and use of the Services, and (iii) any consequences arising from misuse. If a minor is granted access to your account, we reserve the right to allow their parents, guardians, or authorized representatives—such as school officials—to access the account and its associated information. You may not attempt to bypass our access controls, registration requirements, or payment systems. If your access to the Site or Services has been suspended or terminated, you are prohibited from continuing to use them.
You are permitted to access and view the Company Content on your computer or any internet-enabled device and may create single copies or printouts for personal, non-commercial purposes only. If the use of the Services requires you to download software or documentation, we provide you with a limited, non-transferable, non-assignable, and revocable license to use such software or documentation solely for the purpose of utilizing the Services. This license will automatically expire once you stop using the Services.
For our mobile applications, we grant you a non-exclusive, non-transferable, worldwide, and perpetual license to display, perform, and use the application strictly for personal, non-commercial purposes. The Site, Services, and all Company Content are intended for personal, non-commercial use only. We retain the right to modify, update, or correct any aspect of the Site, including its operation and the information available, at any time and without prior notice.
(a) The Site, Services, and all Company Content are provided on an "as is" and "as available" basis without any express or implied warranties. This includes, but is not limited to, warranties related to uninterrupted access, availability, accuracy, or usefulness, as well as warranties of title, non-infringement, merchantability, or fitness for a specific purpose. We expressly disclaim all such warranties. Additionally, we are not responsible for any damage to your computer, mobile device, or other property resulting from your access to or use of the Site or Services, including any potential viruses acquired from downloaded content. If you are dissatisfied with the Site, your only recourse is to discontinue use.
(b) From time to time, third-party opinions, advice, statements, offers, or other forms of third-party content ("Third-Party Content") may be available on the Site or provided by tutors. The accuracy and reliability of such content are solely the responsibility of the respective authors, and you should not assume their validity. We do not: (i) guarantee the accuracy, completeness, or reliability of any Third-Party Content, including any verification services for tutors, or (ii) endorse, adopt, or accept responsibility for any opinions, advice, or statements made by any third party, including tutors featured on the Site. Under no circumstances will we be liable for any loss or damage resulting from your reliance on information or content made available through the Site or Services.
(c) Under no circumstances, including negligence, shall we or any of our directors, officers, employees, agents, or service providers (collectively, the "Protected Entities") be held liable for any indirect, special, incidental, consequential, exemplary, or punitive damages arising from or related to your use of, or inability to use, the Site, Services, or Company Content. This includes, but is not limited to, losses related to the provision of information through the Site, business interruptions, or lost sales, even if a Protected Entity has been advised of the possibility of such damages. Some jurisdictions may not permit the exclusion or limitation of liability for incidental or consequential damages, so certain restrictions may not apply where prohibited by law.
(d) The Protected Entities bear no liability for any content that is posted, transmitted, exchanged, or received by any user through the Site or Services. In no event shall the total aggregate liability of the Protected Entities for all claims, damages, and losses—whether arising from contract, tort (including negligence), or otherwise—exceed the total amount, if any, that you have paid us for use of the Site or Services in the 12 months preceding your claim.
(e) Notwithstanding any other provisions herein, we disclaim all liabilities, warranties, and obligations for damages, fees, or expenses (including those incurred by third parties) relating to the use of artificial intelligence (AI), machine learning, or generative AI incorporated into or connected with our products and services, including the Site and Services. This includes, but is not limited to, claims or allegations regarding:
By using the Site and Services, you acknowledge and accept these disclaimers and limitations of liability.
We manage and provide access to the Site and Services from our offices in both the United States and the Republic of Korea. We make no assurances that the materials available on the Site or through the Services are suitable or lawful for use outside these locations. If you choose to access the Site or Services from a different jurisdiction, you do so voluntarily and are solely responsible for adhering to any applicable local laws.
All parties to these Terms expressly waive their rights to a jury trial. Any disputes, claims, or disagreements related to these Terms (including any claims of breach) or the use of the Site or Services shall be resolved exclusively through binding arbitration administered by the American Arbitration Association. The sole exception to arbitration is that you retain the right to pursue an individual claim in a small-claims court with appropriate jurisdiction. However, regardless of whether you opt for arbitration or small-claims court, you are strictly prohibited from initiating or participating in any class action, class arbitration, or other representative legal proceedings against us. These Terms, as well as any related claims, are governed by the laws of the State of New York, without reference to any conflict-of-law principles.
Arbitration Agreement and Waiver of Class Action Rights
(a) By accessing or using the Site or Services, you agree to abide by the arbitration agreement outlined above. This means that YOU WAIVE YOUR RIGHT TO LITIGATE IN COURT for any disputes between you and us, except in cases eligible for small-claims court. Additionally, YOU FORFEIT YOUR RIGHT TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING. Your case will be decided by a neutral arbitrator rather than a judge or jury. While arbitration ensures a fair hearing, it is typically a more efficient and streamlined process than traditional court trials. The arbitrator has the authority to grant relief similar to that available in a court of law, and the arbitration ruling is legally binding and enforceable. Courts may overturn an arbitration decision only in limited circumstances. For a detailed overview of the arbitration process, please refer to our Arbitration Procedures.
(b) Any legal action related to enforcing this arbitration agreement—including requests to confirm, modify, or overturn an arbitration award—must be initiated in a court with proper jurisdiction. If, for any reason, this arbitration agreement is deemed unenforceable, any legal proceedings against us (excluding small-claims cases) may only be brought before the federal or state courts located in New York, New York. By agreeing to these Terms, you irrevocably consent to the jurisdiction of these courts for any such litigation. While the arbitration agreement is governed by the Federal Arbitration Act, the Terms themselves and any disputes arising between you and us shall be governed by the laws of the State of New York, without applying any conflict-of-law principles.
We reserve the right to modify, suspend, discontinue, or terminate any part of the Site or Services at any time. Additionally, we may limit, suspend, or revoke your access to the Site or Services if we determine that you have violated these Terms, breached applicable laws, or repeatedly infringed upon intellectual property rights. We may also take such action for any other reason, at our sole discretion, without prior notice or liability.
You agree to indemnify, defend, and hold harmless our company, along with our directors, officers, employees, and agents, from any and all claims, liabilities, expenses, and costs—including reasonable attorneys' fees—that arise from any content or material you submit to us or post on the Site, as well as from any violation of these Terms or applicable laws on your part. We retain the right, at our own expense, to take exclusive control over the defense of any claim that would otherwise be subject to your indemnification. In such cases, you agree to fully cooperate with us in defending against the claim.
At times, we may offer messaging platforms, chat services, bulletin boards, message boards, blogs, and other interactive forums on or through the Site. Keep in mind that any comments or posts made in these forums may be recorded, stored, and distributed across multiple locations, both on our Site and elsewhere online. These posts can remain publicly accessible indefinitely, and you have no control over who may view them now or in the future. Therefore, exercise caution and discretion when sharing personal details about yourself or others. In particular, avoid disclosing any sensitive, confidential, or proprietary information in public discussions, as such information may be difficult to remove once shared.
(a) The Site may contain links directing you to third-party websites, and external websites may also include links to our Site. Additionally, tutors may provide you with links to third-party sites. You acknowledge and agree that we are not responsible for the content, products, services, advertisements, or any other materials made available on or through these third-party websites. The presence of a link does not imply our endorsement or sponsorship of the linked site or its content, including any information, products, services, advertisements, or code. Any reliance on third-party website content is at your own risk, and you assume full responsibility for any consequences arising from such reliance.
(b) If you create a link from another website to our Site, you agree that the link must open in a new browser window and direct users to a fully formatted HTML page of our Site. You are strictly prohibited from linking directly to images hosted on our Site or Services using "in-line" linking methods that cause our hosted images to be displayed on another website. Additionally, you may not download, use, or repost images from our Site for use on another website. You also agree not to create links to our Site in a way that causes any page to be "framed," surrounded, or obscured by third-party content, branding, or materials. We reserve all legal rights to require the removal of any link to our Site and may revoke your permission to link to it at any time with written notice.
We retain the right to update, modify, or revise any part of these Terms at our sole discretion at any time. Any amendments will take effect once they are published on the Site. By continuing to use the Site or Services after such changes have been posted, you acknowledge and accept the revised Terms.
By providing us with your email address, you consent to receiving emails from us. These messages may include transactional or service-related communications, such as administrative updates, service notifications, or changes to our offerings. Additionally, we may send promotional emails containing special offers, discounts, or other commercial content. If you opt in, you also agree to receive SMS or text messages on your mobile device.
These Terms constitute the complete agreement between you and us regarding the matters addressed herein. If we choose not to enforce any provision or right under these Terms, it shall not be considered a waiver of that provision or right. We reserve the right to transfer or assign these Terms to any individual or entity without requiring your consent, whereas you may not transfer or assign your rights under these Terms without obtaining our prior written approval.
If any part of these Terms is deemed invalid or unenforceable by a court of competent jurisdiction, the parties agree that the court should make every effort to uphold the original intent of the provision while ensuring that the remaining provisions remain fully effective. Sections 1-2, 3-6, 7-12, 14-18, along with any other terms that should reasonably survive the termination or expiration of your relationship with us, will continue to remain in force.
(a) Acknowledgment: This End User License Agreement ("EULA") is between you and us, not Apple, Inc. ("Apple"). We, not Apple, are solely responsible for the Licensed Application and its content.
(b) Scope of License: The license granted to you for the Licensed Application is limited to a non-transferable license to use the Licensed Application on any Apple-branded products that you own or control, as permitted by the Usage Rules set forth in Apple's App Store Terms of Service.
(c) Maintenance and Support: We are solely responsible for providing any maintenance and support services with respect to the Licensed Application. Apple has no obligation whatsoever to furnish any maintenance or support services for the Licensed Application.
(d) Warranty Disclaimer: To the maximum extent permitted by applicable law, we provide the Licensed Application "as is," and Apple has no warranty obligation whatsoever with respect to the Licensed Application. Any claims, losses, liabilities, damages, costs, or expenses arising from non-conformance with any warranty will be our sole responsibility.
(e) Product Claims: You acknowledge that we, not Apple, are responsible for addressing any claims from you or any third party relating to the Licensed Application or your possession and/or use of the Licensed Application, including but not limited to:
(f) Intellectual Property Rights: In the event of any third-party claim that the Licensed Application or your possession and use of it infringes a third party's intellectual property rights, we, not Apple, will be solely responsible for investigating, defending, settling, and discharging such claims.
(g) Legal Compliance: You represent and warrant that:
(h) Contact Information: For questions, complaints, or claims regarding the Licensed Application, please contact:
Upgrade Tutors
3003 North First St, STE 221
San Jose, CA, USA, 95134
Phone: 318-310-7952
Email: admin@upgradecampus.com
(i) Third-Party Beneficiary: You acknowledge and agree that Apple and its subsidiaries are third-party beneficiaries of this EULA. Upon your acceptance of this EULA, Apple will have the right (and will be deemed to have accepted the right) to enforce this EULA against you as a third-party beneficiary.
