Terms of Service
You agree to these terms of service fully by using and installing Upgrade.Chat. UPDATED: 12/25/2020
This website ("Upgrade.Chat") is operated by a Upgrade.Chat. Throughout the site, the terms “we”, “us”, and “our” refer to Upgrade.chat and offers this website, including all information, tools, and services available from this site to you, the user, conditioned upon your acceptance of all terms, conditions, policies, and notices stated here. By visiting our site and/or using our service, you engage in our “Service” and agree to be bound by the following terms and conditions (“Terms of Service”, “Terms”), including those additional terms and conditions and policies referenced herein and/or available by hyperlink. These Terms of Service apply to all users of the site and service, including without limitation users who are browsers, vendors, customers, merchants, and/or contributors of content. Please read these Terms of Service carefully before accessing or using our website. By accessing or using any part of the site, you agree to be bound by these Terms of Service. If you do not agree to all the terms and conditions of this agreement, then you may not access the website or use any services. If these Terms of Service are considered an offer, acceptance is expressly limited to these Terms of Service. Any new features or tools which are added to the service shall also be subject to the Terms of Service. You can review the most current version of the Terms of Service at any time on this page. We reserve the right to update, change or replace any part of these Terms of Service by posting updates and/or changes to our website. It is your responsibility to check this page periodically for changes. Your continued use of or access to the website following the posting of any changes constitutes acceptance of those changes.
Upgrade.Chat is a service that allows chat services to utilize a bot to handle all subscriptions, roles, trials, coupons, purchases, referrals and more within the chat service. Upgrade.Chat is a verified partner of PayPal and a verified partner with Stripe. Each of these payment processors has their own terms of service that you agree to when you connect your chat / account to their service.
Please See PayPal's Terms Here: https://www.paypal.com/us/webapps/mpp/ua/useragreement-full Please See Stripe's Terms Here: https://stripe.com/legal Upgrade.Chat is NOT associated with ANY Discord Server. We are not "Partnered" or Associated with any Discord Servers other than the Upgrade.Chat Support Server.
You also agree to not to violate PayPal's Restricted Business terms: https://www.paypal.com/ga/webapps/mpp/ua/acceptableuse-full You also agree to not to violate Stripe's Restricted Business terms: https://stripe.com/restricted-businesses
By agreeing to these Terms of Service, you represent that you are at least the age of majority in your state or province of residence, or that you are the age of majority in your state or province of residence and you have given us your consent to allow any of your minor dependents to use this site. You may not use our service for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws). You must not transmit any worms or viruses or any code of a destructive nature. A breach or violation of any of the Terms will result in an immediate termination of your Services and may result in legal action against you for attempting to disrupt our service to our customers.
You may not use the Upgrade.Chat service for activities that:
- 1.Violate any law, statute, ordinance or regulation.
- 2.Relate to transactions involving (a) narcotics, steroids, certain controlled substances or other products that present a risk to consumer safety, (b) drug paraphernalia, (c) cigarettes, (d) items that encourage, promote, facilitate or instruct others to engage in illegal activity, (e) stolen goods including digital and virtual goods, (f) the promotion of hate, violence, racial or other forms of intolerance that is discriminatory or the financial exploitation of a crime, (g) items that are considered obscene, (h) items that infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under the laws of any jurisdiction, (i) certain sexually oriented materials or services, (j) ammunition, firearms, or certain firearm parts or accessories, or (k) certain weapons or knives regulated under applicable law.
- 3.Relate to transactions that (a) show the personal information of third parties in violation of applicable law, (b) support pyramid or ponzi-schemes, matrix programs, other "get rich quick" schemes or certain multi-level marketing programs, (c) are associated with purchases of annuities or lottery contracts, lay-away systems, off-shore banking or transactions to finance or refinance debts funded by a credit card, (d) are for the sale of certain items before the seller has control or possession of the item, (e) are by payment processors to collect payments on behalf of merchants, (f) are associated with the sale of traveler's checks or money orders, (h)involve currency exchanges or check cashing businesses, (i) involve certain credit repair, debt settlement services, credit transactions or insurance activities, or (k) involve offering or receiving payments for the purpose of bribery or corruption.
- 4.Involve the sales of products or services identified by government agencies to have a high likelihood of being fraudulent.
- 5.Perform a service or run a business that violates either PayPal or STRIPE terms of service or Acceptable Use.
We reserve the right to refuse service to anyone for any reason at any time. No questions asked. You understand that your content, may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. You agree not to reproduce, duplicate, copy, sell, resell, or exploit any portion of the Service, use of the Service, or access to the Service or any contact on the website through which the service is provided, without express written permission by us. The code, style, layout, "look and feel" and structures belongs to us. Stealing will not be tolerated and attempting to hack our servers, code or service will result in legal action, reporting to the FTC or your government's internet crime police, a ban from the service and a rate increase. The headings used in this agreement are included for convenience only and will not limit or otherwise affect these Terms. Upgrade.Chat Owns the App, Bot, Software, Code, Custom Layout, "Look and Feel" and customer / merchant relationships as part of the service. You acknowledge and agree that Upgrade.Chat (or, as applicable, our licensors) owns all legal right, title and interest in and to all other elements of the App, and all intellectual property rights therein (including, without limitation, all Art, designs, systems, methods, information, computer code, software, services, “look and feel”, organization, compilation of the content, code, data, and all other elements of the App (collectively, the “Upgrade.Chat Materials”)). You acknowledge that the Upgrade.Chat Materials are protected by copyright, trade dress, patent, and trademark laws, international conventions, other relevant intellectual property and proprietary rights, and applicable laws. All Upgrade.Chat Materials are the copyrighted property of Upgrade.Chat or its licensors, and all trademarks, service marks, and trade names associated with the App or otherwise contained in the Upgrade.Chat Materials are proprietary to Upgrade.Chat or its licensors. Except as expressly set forth herein, your use of the App does not grant you ownership of or any other rights with respect to any content, code, data, or other Upgrade.Chat Materials that you may access on or through the App. By using Upgrade.Chat, installing the software, connecting your account(s) to Upgrade.Chat or associated services, you agree to the terms of service unconditionally in perpetuity. You agree that solicitation of any Merchants, Vendors, Customers, Employees or Staff members of Upgrade.Chat is strictly and expressly forbidden and will be pursued with all available legal remedies for breach of contract and other available means.
We are not responsible if information made available on this site is not accurate, complete, or current. The material on this site is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or timelier sources of information. Any reliance on the material on this site is at your own risk. This site may contain certain historical information. Historical information, necessarily, is not current and is provided for your reference only. We reserve the right to modify the contents of this site at any time, but we have no obligation to update any information on our site. You agree that it is your responsibility to monitor changes to our site.
Prices and/or fees for our service are subject to change without notice. Platform Fees and Subscriptions Directly to Upgrade.Chat are Non-Refundable. NO EXCEPTIONS. We reserve the right at any time to modify or discontinue the Service (or any part or content thereof) without notice at any time. We reserve the right to modify the platform fee at any time, to any rate for any reason. The current rate for Upgrade.Chat on Stripe and PayPal is 6%. Fees are based on the TOTAL amount of the transaction. This means that it is irregardless of coupons, discounts, trials or otherwise. This is subject to change at any time and can be higher or lower. Price will be updated here when it is changed. If at any point you uninstall or disconnect your account from the Upgrade.Chat service, your grandfathered rate from when you installed will be reset to the default new merchant rate should you resume or start using the service again. Our rate policy is firm and exceptions will not be made. We shall not be liable to you, your business or to any third-party for any modification, price change, suspension, bugs or discontinuance of the Service. We have the right to refuse or discontinue service to anyone at any time.
You agree to provide current, complete, and accurate purchase and account information for all transactions occurring on our service. You agree to promptly update your account and other information so that we can complete your transactions and contact you as needed. Any Service fees collected may be subject to sales tax or value-added tax (VAT). Any applicable tax is responsible of the business account and not Upgrade.Chat.
We may provide you with access to third-party tools over which we neither monitor nor have any control nor input. You acknowledge and agree that we provide access to such tools ”as is” and “as available” without any warranties, representations or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of optional third-party tools. Any use by you of optional tools offered through the site is entirely at your own risk and discretion and you should ensure that you are familiar with and approve of the terms on which tools are provided by the relevant third-party provider(s). We may also, in the future, offer new services and/or features through the website (including, the release of new tools and resources). Such new features and/or services shall also be subject to these Terms of Service. We do not guarantee functionality or uptime and make no warrants to any party for functionality or uptime.
Certain content and services available via our Service may include materials or links from third-parties. Third-party links on this site, bot or service may direct you to third-party websites that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy and we do not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third-parties. We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites. Please review carefully the third-party's policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third-party.
If, at our request, you send certain specific submissions (for example contest entries) or without a request from us you send creative ideas, suggestions, proposals, plans, or other materials, whether online, by email, by postal mail, or otherwise (collectively, 'comments'), you agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium any comments that you forward to us. We are and shall be under no obligation (1) to maintain any comments in confidence; (2) to pay compensation for any comments; or (3) to respond to any comments. We may, but have no obligation to, monitor, edit or remove content that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms of Service. You agree that your comments will not violate any right of any third-party, including copyright, trademark, privacy, personality or other personal or proprietary right. You further agree that your comments will not contain libelous or otherwise unlawful, abusive or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Service or any related website. You may not use a false e-mail address, pretend to be someone other than yourself, or otherwise mislead us or third-parties as to the origin of any comments. You are solely responsible for any comments you make and their accuracy. We take no responsibility and assume no liability for any comments posted by you or any third-party.
Occasionally there may be information on our site or in the Service that contains typographical errors, inaccuracies or omissions that may relate to descriptions, pricing, promotions, offers, and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information in the Service or on any related website is inaccurate at any time without prior notice (including after you have submitted your order). We undertake no obligation to update, amend or clarify information in the Service or on any related website, including without limitation, pricing information, except as required by law. No specified update or refresh date applied in the Service or on any related website, should be taken to indicate that all information in the Service or on any related website has been modified or updated.
In addition to other prohibitions as set forth in the Acceptable Use Policy, you are prohibited from using the site or its content: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or of any related website, other websites, or the Internet; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Service or the experience of our end users or any related website, other websites, or the Internet. (l) You agree not to reproduce, duplicate, copy, sell, resell, or exploit any portion of the Service, use of the Service, or access to the Service or any contact on the website through which the service is provided, without express written permission by us. (m) You agree not to solicit any Merchants, Vendors, Customers, Employees or Staff Members of Upgrade.Chat for any product or service. We reserve the right to terminate your use of the Service or any related website for violating any of the prohibited uses. This termination is at our discretion.
You agree to indemnify, defend and hold harmless Upgrade.Chat and our parent, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third-party due to or arising out of your breach of these Terms of Service or the documents they incorporate by reference, or your violation of any law or the rights of a third-party. In no event will Upgrade.Chat's total liability and that of our directors, officers, employees, affiliates, owners, programmers, developers, agents, investors, contractors, interns, suppliers, service providers or licensors to you for all damages, losses or causes of action exceed one united states dollar ($1.00).
In the event that any provision of these Terms of Service is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms of Service, such determination shall not affect the validity and enforceability of any other remaining provisions.
The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of this agreement for all purposes. These Terms of Service are effective unless and until terminated by either you or us. You may terminate these Terms of Service at any time by notifying us that you no longer wish to use our Services, or when you cease using our site, bot, api or service. If in our sole judgment you fail, or we suspect that you have failed, to comply with any term or provision of these Terms of Service, we also may terminate this agreement at any time without notice and you will remain liable for all amounts due up to and including the date of termination; and/or accordingly may deny you access to our Services (or any part thereof).
Violation of any of the terms or prohibitions contained in this Agreement may result in, among other things, (a) the immediate termination of this Agreement; (b) the withholding of Referral Fees due to you; or (c) the commencement of legal action by Upgrade.Chat against you seeking, without limitation, injunctive relief, recovery of actual, statutory or punitive damages.
We have the right in our sole and absolute discretion to monitor your website, social media or Third Party sites containing your Qualifying Links at any time and from time to time to determine if you are in compliance with the terms of this Agreement, and you agree to provide us with unrestricted access to your website, social media or Third Party sites containing your Qualifying Links for such purposes.
The failure of us to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision. These Terms of Service and any policies or operating rules posted by us on this site or in respect to The Service constitutes the entire agreement and understanding between you and us and govern your use of the Service, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms of Service). Any ambiguities in the interpretation of these Terms of Service shall not be construed against the drafting party. Upgrade.Chat and it's related parties shall not be liable to you or any party for any reason. These terms are final and supersede any prior, present or future agreements you may or may not have had with staff members, owners, partners or representatives of Upgrade.Chat.
These Terms of Service and any separate agreements whereby we provide you Services shall be governed by and construed in accordance with the laws of the state of South Carolina, USA.
Occasionally Upgrade.Chat holds contests. The rules for contests are as follows: NO PURCHASE NECESSARY. PURCHASE WILL NOT IMPROVE CHANCES OF WINNING.
ELIGIBILITY: Sweepstakes is open to legal residents of the fifty (50) United States and the District of Columbia who are 18 years of age or older. Upgrade.Chat, Upgrade.Chat Partners, Influencers, Contractors and their respective parents, subsidiaries, affiliates, sweepstakes partners, advertising agencies and members of their immediate family (spouse, parent, sibling or child and their respective spouses, regardless of where they reside) and persons living in the same household of such employees, influencers or contractors, whether or not related, are not eligible to enter or win. Void where prohibited by law. Sweepstakes is subject to all applicable federal, state, and local laws.
HOW TO ENTER: Visit Upgrade.Chat support server, find the contest channel and follow the directions provided to complete and submit the required information or perform the necessary action to receive one (1) entry. Eligibility of individual entries will be at the sole discretion of Upgrade.Chat, for any reason or for no reason, though specific reasons for disqualification may include use of inappropriate language or visuals. Upgrade.Chat is not responsible for and will not consider incomplete or incorrect entries. Entries generated by script, macro, mechanical or other automated means and entries by any means which subvert the entry process are void. Multiple entries received from any person in excess of the stated limitation will be void. All entries and information submitted become the sole property of Upgrade.Chat and will not be returned.
DRAWING: One (1) potential Grand Prize winner will be selected. Contests may be tallied by the most number of entries rather than randomly selected for the drawing. An example of an entry for a contest that requires server owners to get referrals would be: Referring a new merchant that connects their payment account to Upgrade.Chat AND processes at least one sale / subscription on their account during the contest time period dates. Attempts to defraud the contest will result in an instant disqualification. Examples would include: Self Dealing, Self-Signups, Fake Signups, Duplicate Signups, Repeat Same User Signups, Automated Signups / Entries, Churning, Low Balling, Pay-to-Win / Pay-to-Play, or other dishonest attempts to gain entries not in good faith in the spirit of the contest.
GENERAL CONDITIONS: By participating, each entrant agrees: (a) to abide by these Official Rules and decisions of Upgrade.Chat, which shall be final in all respects relating to this Sweepstakes; (b) to release, discharge and hold harmless Upgrade.Chat, and their respective parents, affiliates, subsidiaries, and advertising and Sweepstakes agencies, and the respective officers, directors, shareholders, employees, agents and representatives of the foregoing (collectively, "Released Parties") from any and all injuries, liability, losses and damages of any kind to persons, including death, or property resulting, in whole or in part, directly or indirectly, from entrant's participation in the Sweepstakes or the acceptance, possession, use or misuse of any awarded prize (or portion thereof), including any/all travel/activity related thereto; and (c) to the use of his/her name, address (city and state), voice, performance, photograph, image and/or other likeness for programming, advertising, publicity, trade and promotional purposes in any and all media, now or hereafter known, worldwide and on the Internet, and in perpetuity by Upgrade.Chat and its designees, without compensation (unless prohibited by law) or additional consents from entrant or any third party and without prior notice, approval or inspection, and to execute specific consent to such use if asked to do so. Contests that do not have a winner by the end date will either have the winner be chosen at random, assigned to the highest contributing entrant with the most entries, or forefieted and the prize winnings deposited back into our general account for explicit use in a future contest as the prize funds.
In the event of a dispute regarding entries received from multiple users having the same e-mail account, Server ID, PayPal ID, Stripe ID, etc. the authorized subscriber of the e-mail account at the time of entry will be deemed to be the entrant and must comply with these Official Rules. Authorized account subscriber is the natural person who is assigned the e-mail address by the Internet Service Provider (ISP), on-line service provider, or other organization responsible for assigning e-mail addresses. Released Parties not responsible for any technical problems, malfunctions of any telephone lines, computer systems, servers, providers, hardware/software, lost or unavailable network connections or failed, incomplete, garbled or delayed computer transmission or any combination thereof. Released Parties are not responsible for late, lost, damaged, misdirected, incomplete, undeliverable, destroyed, garbled, postage-due, illegible, inaccurate, delayed or stolen entries or mail; or for lost, interrupted or unavailable network, server, Internet Service Provider (ISP), website, or other connections, availability or accessibility or miscommunications or failed computer, satellite, telephone or cable transmissions, lines, or technical failure or jumbled, scrambled, delayed, or misdirected transmissions or computer hardware or software malfunctions, failures or difficulties, or other errors or difficulties of any kind whether typographical, human mechanical, electronic, computer, network, printing or otherwise relating to or in connection with the Sweepstakes, including, without limitation, errors or difficulties which may occur in connection with the administration of the Sweepstakes, the processing of entries or mail, the announcement of the prize or in any Sweepstakes-related materials. Released Parties are also not responsible for any incorrect or inaccurate information, whether caused by site users, tampering, hacking, or by any equipment or programming associated with or utilized in the Sweepstakes. Released Parties are not responsible for injury or damage to entrants' or to any other person's computer related to or resulting from participating in this Sweepstakes or downloading materials from or use of the website. Upgrade.Chat may disqualify anyone from participating in the Sweepstakes or winning the prize (and void all associated entries) if, in its sole discretion, it determines that such person is attempting to undermine the legitimate operation of the Sweepstakes by cheating, deception or other unfair playing practices, or intending to annoy, abuse, threaten or harass any other entrant or Upgrade.Chat's representatives. ANY ATTEMPT TO DELIBERATELY DAMAGE THE WEBSITE OR UNDERMINE THE LEGITIMATE OPERATION OF THE SWEEPSTAKES MAY BE IN VIOLATION OF CRIMINAL AND CIVIL LAWS AND SHOULD SUCH AN ATTEMPT BE MADE, Upgrade.Chat RESERVES THE RIGHT TO SEEK ANY AND ALL REMEDIES AVAILABLE FROM ANY SUCH INDIVIDUAL TO THE FULLEST EXTENT OF THE LAW, INCLUDING CRIMINAL PROSECUTION. Upgrade.Chat reserves the right in its sole discretion to cancel, modify or suspend any portion of the Sweepstakes for any reason, including should any cause corrupt the administration, security or proper play of the Sweepstakes and, in the event of termination, to determine the potential winner in a drawing from among all eligible non-suspect entries received and combined up to such time of impairment or cancel the contest in it's entirety. DISPUTE RESOLUTION: Except where prohibited by law, as a condition of participating in this Sweepstakes, entrant agrees that (1) any and all disputes and causes of action arising out of or connected with this Sweepstakes, or prize awarded, shall be resolved individually, without resort to any form of class action, and exclusively by final and binding arbitration under the rules of the American Arbitration Association and held at the AAA regional office nearest the entrant; (2) the Federal Arbitration Act shall govern the interpretation, enforcement and all proceedings at such arbitration; and (3) judgment upon such arbitration award may be entered in any court having jurisdiction. Under no circumstances will entrant be permitted to obtain awards for, and entrant hereby waives all rights to claim, punitive, incidental or consequential damages, or any other damages, whether foreseeable or not and whether based on negligence or otherwise, including attorneys' fees, other than entrant's actual out-of-pocket expenses (i.e., costs associated with participating in this Sweepstakes), and entrant further waives all rights to have damages multiplied or increased.
CHOICE OF LAW: All issues and questions concerning the construction, validity, interpretation and enforceability of these Official Rules, or the rights and obligations of entrant and Sponsor in connection with the Sweepstakes, shall be governed by, and construed in accordance with, the substantive laws of the State of South Carolina, USA.
You can review the most current version of the Terms of Service at any time by viewing them here. We reserve the right, at our sole discretion, to update, change or replace any part of these Terms of Service by posting updates and changes here with the date of edit marked at the top. It is your responsibility to check our website periodically for changes. Your continued use of or access to our website or the Service following the posting of any changes to these Terms of Service constitutes acceptance of those changes. Questions about the Terms of Service or the product in general should be asked via our website. The link can be found on https://upgrade.chat/ or via our support server which can be located in these documents with the link on the left.