Terms and Conditions

This is a Welcome to UpRoad Media, (“UpRoad Media,” “Company,” “we,” or “us”).

These Terms of Service (the “Terms”) govern all programs, memberships, software, digital tools, and artificial-intelligence features provided by UpRoad Media, a Texas Web Developing Business.

By enrolling in, purchasing, or using any UpRoad Media service— subscriptions, AI tools, workshops, or related offerings—you (“Client,” “Member,” or “you”) agree to be legally bound by these Terms and all incorporated addenda.

These Terms, together with the Contract Agreement, Staffing Terms, Testimonial Partnership Addendum, AI Supplemental Terms, Acceptable Use Policy, and Privacy Policy (collectively, the “Agreement”), form the entire contract between you and UpRoad Media.

If any conflict arises, the applicable addendum controls solely for that specific product or service.

1. Definitions

Capitalized terms have the meanings assigned in this section or the applicable addendum.

• Client / Member / User — A business customer that purchases or uses UpRoad Media Services.

• Program Agreement — Product-specific contract describing deliverables, pricing, and guarantees.

• AI Supplemental Terms — Addendum governing AI-assisted features and data usage.

• Services — All programs, memberships, consulting, software, and digital tools offered by UpRoad Media.

• Deliverables — Any materials or results produced under a Program or Membership.

• Agreement — These Terms and all incorporated addenda and policies collectively.

SMS Communications

If you provide a mobile phone number, you may receive SMS messages from UpRoad Media related to appointments, scheduling updates, and service-related notifications, in accordance with our Privacy Policy. Message and data rates may apply. You may opt out at any time by replying STOP.

2. Business-to-Business Relationship

You acknowledge that you are engaging UpRoad Media solely for business or commercial purposes, not as a consumer. You waive any statutory cooling-off, rescission, or consumer-specific rights that apply only to personal, family, or household transactions.

This Agreement is a commercial contract governed by the Federal Arbitration Act (FAA) and Texas law.

3. Acceptance & Modification

By clicking “Buy,” “Subscribe,” or otherwise accessing our Services, you accept these Terms whether or not you sign a separate document.

UpRoad Media may update these Terms at any time. We will post the revised version and update the “Last Updated” date. Continued use constitutes acceptance of the revision.

4. Services & Deliverables

UpRoad Media provides creative coaching, content strategy, marketing consulting, and AI-assisted tools.

Specific deliverables are outlined in your Program Agreement or Membership Agreement and may include web development, content plans, AI-supported writing and Automations, or edited videos, social media management.

Timely payment and participation are required to maintain access to Deliverables.

5. Fees, Billing & Payment

Obligation: You agree to pay all fees as stated in your Agreement. Payment plans are courtesy financing; total program cost remains due in full.

Automatic Renewal: UpRoad Media Subscriptions renew automatically unless cancelled before renewal or written notice.

Failure to Pay: Late or missed payments may suspend access and forfeit incentives.

No Refunds: Except as provided in Section 6, all fees are non-refundable.

6. Refunds & Guarantees

View Guarantee — Refund available if conditions in your Program agreement are met.

Money-Back Addendum — If offered, allows one-time rescission within 7 days of enrollment after the first strategy call.

No other refunds apply unless required by law.

7. Chargebacks & Enforcement

You irrevocably waive any right to charge back or reverse payments except in cases of verified fraud.

Improper chargebacks are a material breach and may result in liquidated damages equal to the greater of $25,000 USD or three times the disputed amount, plus collection and arbitration costs.

UpRoad Media may report fraudulent disputes to payment processors and law enforcement.

8. Testimonials, Incentives & Non-Circumvention.

Incentives are conditional on compliance with the Testimonial Partnership Addendum.

Testimonials must be truthful and FTC-compliant; you grant UpRoad Media a perpetual, worldwide license to use and edit them.

You may not solicit or hire UpRoad Media contractors or candidates outside approved channels for 12 months following program completion. Violation triggers liquidated damages as defined in the Staffing Terms.

9. Intellectual Property

All content, frameworks, and software are proprietary to UpRoad Media.

You receive a limited license for internal business use only.

Unauthorized duplication, resale, or derivative use is strictly prohibited and subject to termination and damages.

You retain ownership of original content you create but grant UpRoad Media limited rights to edit and repurpose it for service delivery.

Some content on this website may be generated or enhanced using artificial intelligence. All content is reviewed for quality and originality. We do not claim exclusive rights to AI-generated material where prohibited by law.

10. Acceptable Use

You must comply with all applicable laws and the Acceptable Use Policy.

Prohibited actions include illegal conduct, harassment, impersonation, IP infringement, or introducing malware.

UpRoad Media may suspend or terminate access for violations.

11. Privacy & Data Protection

All personal data is processed under the Privacy Policy.

By using the Services, you consent to processing and international transfer of data in accordance with applicable privacy laws (GDPR, along with the Texas Business & Commerce Code, Chapter 521 – Identity Theft Enforcement and Protection

Chapter 521A – Data Breach Notification Requirements Texas Business & Commerce Code

Chapter 521 – Identity Theft Enforcement and Protection

Chapter 521A – Data Breach Notification Requirements

12. Artificial Intelligence (AI) Features

Your use of UpRoad Media AI features is governed by the AI Supplemental Terms.

You own your Inputs, acknowledge Outputs may be non-unique, and agree not to rely on AI Outputs for professional advice.

UpRoad Media does not use Inputs for public model training.

Disputes related to AI Features are resolved exclusively under the arbitration clause in Section 15.

13. Disclaimers & Limitation of Liability

All Services and AI Features are provided “AS IS” and “AS AVAILABLE.”

UpRoad Media disclaims all warranties, including merchantability, fitness for a particular purpose, and non-infringement.

To the fullest extent allowed by law, UpRoad Media’s total liability shall not exceed the fees you paid in the preceding 12 months.

No consequential, punitive, or special damages are recoverable.

14. Governing Law

This Agreement, and any dispute or claim arising from it, is governed by the Federal Arbitration Act (FAA) and, to the extent not pre-empted, the laws of the State of Texas, without regard to conflicts-of-law principles.

15. Binding Arbitration (AAA)

A. Agreement to Arbitrate

You and UpRoad Media agree to resolve all disputes exclusively through final and binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules and the FAA.

B. Seat, Venue & Governing Rules

The arbitration shall be seated in Texas and conducted before a single neutral arbitrator experienced in commercial contracts. Proceedings may be conducted remotely by video conference at UpRoad Media’s discretion.

C. Delegation of Arbitrability

The arbitrator shall have exclusive authority to resolve all issues of arbitrability, jurisdiction, and scope of this clause.

D. Individual-Action Requirement

Arbitration must proceed on an individual basis only. Class, collective, or representative actions are waived.

E. Fees & Costs

Each party bears its own costs initially; the prevailing party may recover reasonable attorneys’ fees and arbitration costs.

F. Small-Claims Option

Either party may bring an individual claim in a Texas small-claims court, if within jurisdictional limits.

G. Confidentiality

All arbitration proceedings and awards are confidential except as required by law.

H. Survival & Severability

This clause survives termination. If the class-action waiver is invalidated, exclusive jurisdiction resides in Texas state and federal courts.

I. Injunctive Relief

UpRoad Media may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

16. Compliance with Laws

You are solely responsible for compliance with all applicable advertising, data-protection, and telemarketing laws.

All marketing content you publish using our services remains your responsibility.

17. Force Majeure

Neither party is liable for failure to perform due to causes beyond reasonable control, including natural disasters, cyberattacks, government actions, or pandemics.

18. Integration

These Terms, together with incorporated addenda and policies, constitute the entire Agreement and supersede all prior versions.

If any provision is found invalid, the remainder remains enforceable.

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