Terms and Conditions

Terms of Use Agreement

This website (“www.upgradewellnessga.com”) is operated by Upgrade Wellness, LLC. Please read this Terms of Use Agreement (“Terms” or “Agreement”) carefully before accessing or using the Website. These Terms outline your legal rights and responsibilities, and by using or accessing the Website, you agree to be legally bound by and comply with them. This Agreement constitutes a binding contract between you and Upgrade Wellness, LLC regarding your use of the Website and all related services, features, content, and offers provided herein.

Please note that these Terms include a mandatory arbitration clause and a class action waiver.

If you do not agree to be bound by these Terms—including all disclaimers and provisions—you must not access or use this Website.

Your use of the Website or any purchase or use of Upgrade Wellness, LLC products or services constitutes your acceptance of these Terms.

Upgrade Wellness, LLC reserves the right, at its sole discretion, to modify or update the Website, these Terms, and any related policies or conditions governing Website use, or to restrict or terminate access to the Website at any time without prior notice. We encourage you to review these Terms periodically. Continued use of the Website following any changes constitutes your acceptance of those changes.

Restrictions on Use of Materials

These Terms grant you a limited, non-exclusive license to access and use the Website. You expressly acknowledge that Upgrade Wellness, LLC retains all ownership and intellectual property rights to this Website and its content. No transfer of title or intellectual property rights to you or any third party is made by accessing or using this Website.

All materials on this Website—including, but not limited to, graphics, images, HTML code, multimedia clips, JavaScript, logos, button icons, banners, and software—are the copyrighted property of Upgrade Wellness, LLC, its affiliates, or third-party licensors. All trademarks, service marks, and trade names displayed on the Website are the proprietary property of Upgrade Wellness, LLC, its affiliates, or their licensors.

Unauthorized use of any materials on this Website constitutes an infringement of intellectual property rights. Except as expressly permitted by these Terms, all rights are reserved by Upgrade Wellness, LLC and its licensors. Accordingly, no material from this Website may be modified, translated, decompiled, disassembled, broadcast, licensed, sublicensed, transferred, sold, mirrored, framed, exploited, rented, leased, copied, reproduced, republished, uploaded, posted, transmitted, or distributed in any form or by any means without prior written consent.

Nothing on this Website grants you a license or right to use any trademark, logo, trade name, or design displayed herein without explicit written permission from Upgrade Wellness, LLC or the respective owner.

Furthermore, you agree not to:

  1. Use any automated means—such as “deep links,” page scraping, robots, spiders, scripts, algorithms, or other manual or automated processes—to access, copy, monitor, or reproduce any portion of the Website beyond what is intentionally made available.
  2. Attempt to gain unauthorized access to any part of the Website, user accounts, systems, or networks connected to the Website by hacking, password mining, or other prohibited methods.
  3. Probe, scan, or test the Website or any connected networks for vulnerabilities, or attempt to breach security or authentication measures.
  4. Trace or seek to identify any other user or visitor of the Website.
  5. Take any action that places an unreasonable or disproportionately large load on the Website’s infrastructure or related systems.
  6. Use any device, software, or routine to interfere with the proper functioning of the Website or any transactions conducted through it.
  7. Forge headers, impersonate any person, or manipulate identifiers to disguise your identity or the origin of any communication sent through the Website.
  8. Harvest or collect email addresses or other contact information through the Website or its interactive features.
  9. Use the Website unlawfully or in any manner that could harm, disparage, or negatively impact Upgrade Wellness, LLC.

Without limiting the foregoing, copying or reproducing any services, programs, products, information, logos, images or materials provided by Upgrade Wellness, LLC onto any other server or location for further reproduction or redistribution is strictly prohibited.

Upgrade Wellness, LLC cannot and does not guarantee or warrant that any files or information available for downloading will be free of infection, viruses, worms, Trojan horses or other code or codes that may contain contaminating or destructive properties. You agree to assume the entire cost of all necessary servicing, repair or correction resulting from any such downloading. You may not link any other website to this Website, nor reference hypertext documents on this Website from another website or document including email, except as expressly provided by Upgrade Wellness, LLC. Upgrade Wellness, LLC reserves the right at any time and in its sole discretion to change or revoke any authorization granted above. In such circumstances or if you violate any of the provisions of these Terms, your permission to use the materials automatically terminates and you must immediately destroy any copies you have made of the materials.

Purchase of Products

You may have the opportunity to purchase products and/or services directly through the Upgrade Wellness, LLC Website or via third-party websites linked from the Upgrade Wellness, LLC Website. Some products purchased on the Upgrade Wellness, LLC Website may be fulfilled or processed by third-party providers.

Please note that these third-party products and services are not provided or guaranteed by Upgrade Wellness, LLC. Purchases made through or from third-party websites are subject to the terms and conditions of those third parties and their respective sites. Upgrade Wellness, LLC assumes no liability or responsibility for any transactions or issues arising from purchases made through third-party vendors.

License Restrictions

This license is granted to you on a limited basis. Accordingly, you agree not to:

  1. Use, copy, store, reproduce, transmit, distribute, display, rent, lease, sell, modify, alter, license, sublicense, or commercially exploit the Website, logos or any part thereof, except as expressly permitted under these Terms;
  2. Reverse engineer, decompile, disassemble, translate, or create derivative works based on the Website or any portion of it;
  3. Access, link to, or utilize any source code from the Website or any part thereof;
  4. Remove, alter, or obscure any proprietary or intellectual property notices displayed on or within the Website.

Any use of the Website beyond the scope of this license constitutes a material breach of this Agreement and may lead to termination of your access as specified in these Terms.

Text Messaging

Upgrade Wellness, LLC may send text messages for marketing purposes. These programs operate independently from other communications. By opting in to Upgrade Wellness, LLC’s text messaging services, you consent to receive recurring automated promotional, personalized marketing, service, transaction, account-related, promotional, and commercial SMS and MMS messages to the mobile phone number you provide—even if your number is registered on any state or federal Do Not Call list.

You affirm that the mobile number and any other information you provide is accurate and that you have authorization to enroll the designated number to receive these messages. You acknowledge and agree that messages may be sent using automated technology, including an automatic telephone dialing system. Message frequency may vary. Standard message and data rates may apply according to your mobile carrier’s plan.

Your consent to receive text messages is voluntary and is not a condition of any purchase or use of Upgrade Wellness, LLC’s services. Please consult your mobile plan and carrier for details about message and data rates. You are responsible for all charges incurred from receiving text messages.

Upgrade Wellness, LLC reserves the right to change the short code or phone number from which messages are sent, and will notify you of any such change.

Please note that not all mobile devices or carriers may support these messages, and message delivery may be delayed or fail in some cases. Upgrade Wellness, LLC, its service providers, and participating mobile carriers are not liable for any delayed or undelivered messages.

Unsubscribe from Marketing SMS and MMS Text Messages

You can unsubscribe from receiving text messages from the Upgrade Wellness, LLC Marketing program at any time. Please note that unsubscribing from commercial text messages will not prevent you from receiving texts from Upgrade Wellness, LLC directly relating to your use of the service, such as appointment reminders, or account or security information that is necessary to provide the requested service to you. To unsubscribe from text messages at any time, reply STOP, END, CANCEL, UNSUBSCRIBE or QUIT to any text message you receive from Upgrade Wellness, LLC. You may receive one final text message from Upgrade Wellness, LLC confirming your request.

Privacy

Certain registration data and other information about you is subject to our Privacy Notice. Please review the full Privacy Policy.

Health-Related Information

The statements on this Website, as well as any materials or supplements distributed or sold by Upgrade Wellness, LLC, have not been evaluated by the Food and Drug Administration (FDA). Neither the products nor their ingredients have been approved or endorsed by the FDA or any other regulatory authority. These products are not intended to diagnose, treat, cure, or prevent any disease.

All information provided on this Website, including emails and text messages from Upgrade Wellness, LLC, is for educational purposes only and is not a substitute for professional medical advice or care. This information should not be used to diagnose or treat any medical condition without consulting a qualified healthcare professional.

If you are pregnant, nursing, taking medications, or have a history of heart disease or any other medical condition, we strongly recommend consulting your physician before using any of our products.

You are encouraged to seek guidance from a licensed medical professional regarding the suitability of any recommendations in relation to your personal health or symptoms.

Furthermore, these products are not intended for use by individuals under 18 years of age unless explicitly stated on the product label and only under adult supervision.

Modification

Upgrade Wellness, LLC reserves the right to modify or discontinue, temporarily or permanently, the Website as a whole and any or all of the Website features, products, services, prices of products and services, or information appearing on or available through the Website, with or without notice to you. You agree that Upgrade Wellness, LLC shall not be liable to you or any third party for any modification or discontinuance of such features, products, services, prices, or information on the Website or the Website itself.

License Grant

This Website is provided by Upgrade Wellness, LLC, and these Terms provide to you, the user, a personal, revocable, limited, non-exclusive, royalty-free, non-transferable license to use this Website conditioned on your continued compliance with these terms and conditions.

Submission of Information and/or Material

You agree to provide true, accurate, current, and complete information whenever you submit any information or materials through this Website, including but not limited to registration or submission forms. Providing false, misleading, or incomplete information may result in the immediate termination of your access to the Website by Upgrade Wellness, LLC.

Furthermore, you agree not to transmit or submit any content that violates applicable laws or regulations, or that infringes upon the rights of any individual or entity.

By making communications or submitting information, success stories, testimonials, feedback, and/or photographs (collectively, “Submissions”) to the Website, chat rooms, message or discussion boards or other forums, or in contests or sweepstakes, you agree that such Submission is not confidential for all purposes and we shall not be liable for any use or disclosure of any such Submissions by us or others. If you make any such Submission, you automatically grant Upgrade Wellness, LLC a royalty-free, perpetual, irrevocable, world-wide nonexclusive license to use, reproduce, create derivative works from, modify, publish, post, disseminate, edit, translate, distribute, perform, and display the Submission (including, without limitation, your photograph or likeness) in any media or medium, or any form, format, or forum now known or hereafter developed, and you waive any and all moral rights in the Submissions. Upgrade Wellness, LLC may sublicense its rights through multiple tiers of sublicensees. Upgrade Wellness, LLC is not and shall not be under any obligation to

  1. maintain any Submissions in confidence;
  2. pay compensation for any Submissions; or
  3. respond to any Submissions.
Links

The Upgrade Wellness, LLC website may contain links to third-party websites or external resources. These links are provided solely for your convenience and are not under the control of Upgrade Wellness, LLC. You acknowledge and agree that Upgrade Wellness, LLC is not responsible for the availability, accuracy, or content of such external sites or resources. The inclusion of any link does not imply endorsement of the linked site, its content, or any products or services offered.

Upgrade Wellness, LLC shall not be held liable, directly or indirectly, for any damage or loss arising from or related to your use of, or reliance on, any content, goods, or services available through these third-party sites. If you choose to access or use any of these external websites or resources, you do so entirely at your own risk. Upgrade Wellness, LLC shall not be held responsible for accuracy of these links or of any malware, viruses or any harmful material without limitations of any programs transmitted by any 3rd party website.

Indemnity

You agree to indemnify, defend, and hold harmless Upgrade Wellness, LLC, its affiliated companies, and each of their respective directors, officers, employees, agents, contractors, licensors, third-party information providers, and all others involved in the operation or delivery of products, services, or information via the Website (collectively, the “Indemnified Parties”) from and against any and all claims, liabilities, losses, damages, judgments, awards, costs, expenses, and legal fees (including reasonable attorneys’ fees and litigation costs) arising out of or related to:

  • Your breach of these Terms;
  • Your unauthorized use of the Website; or
  • Any claims brought by third parties in connection with your use of content or services obtained through the Website.

You acknowledge that the Indemnified Parties shall bear no responsibility or liability for any such breach or misuse, and you agree to assume full responsibility for any resulting consequences.

Governing Law

This Agreement and its performance shall be governed by the laws of the state of Georgia, United States of America, without regard to its or any jurisdiction’s conflict of law’s provisions. Should the arbitration provision below be found to be inapplicable or unenforceable, you consent and submit to the exclusive jurisdiction of the state and federal courts located in the County of Summit, state of Georgia, United States of America, in all questions and controversies arising out of your use of the Website and this Agreement. To the extent allowed by applicable law, any claim or cause of action arising from or relating to your access to or use of the Website must be brought within two (2) years from the date on which such claim or action arose or accrued. You also acknowledge and agree that any applicable state law implementation of the Uniform Computer Information Transactions Act (including any available remedies or laws) shall not apply to this Agreement and is hereby disclaimed. A printed version of this Agreement and of any related notice given in electronic form shall be admissible in judicial, arbitration, or administrative proceedings based upon or relating to this Agreement to the same extent as other documents and records originally generated and maintained in printed form.

Arbitration and Class Action Waiver

Any controversy or claim arising out of or related to the use of the Website that cannot be resolved through an informal process or through negotiation within 120 days shall be settled by binding arbitration administered by the American Arbitration Association, and judgment on the award rendered may be entered in any court having jurisdiction thereof. The arbitration will be conducted in the COUNTY OF FULTON, GA, UNITED STATES OF AMERICA, but may proceed telephonically (if the claimant so chooses). 
BY AGREEING TO THIS ARBITRATION AGREEMENT, YOU ARE GIVING UP YOUR RIGHT TO GO TO COURT, INCLUDING YOUR RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS ACTION. In arbitration, a dispute is resolved by a neutral arbitrator or panel of arbitrators, rather than by a judge or jury. Arbitration is more informal than a court trial; however, an arbitrator can award the same relief that a court can award. The arbitration will be administered by the American Arbitration Association (“AAA”), and may be conducted under AAA’s Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (collectively, the “AAA Rules”) in effect at the time of the dispute.

You agree that disputes will only be arbitrated on an individual basis and shall not be consolidated, on a class-wide, representative basis, or with any other arbitration(s) or other proceedings that involve any claim or controversy of any other party. If for any reason this arbitration clause is unenforceable or inapplicable, both you and we agree, to the extent permissible by law, to waive any right to pursue any claims on a class action basis. If any portion of this class action waiver is limited, void, or unenforceable, then our agreement to arbitrate under this section will not apply and any controversy or claim must be brought exclusively in the state and federal courts in Georgia, USA.

Limitation of Liability and Disclaimer

You expressly acknowledge and agree that your use of the Website is at your sole risk. The Website is provided on an "as is" and "as available" basis, to the fullest extent permitted by applicable law.

Upgrade Wellness, LLC and its parents, affiliates (and their franchisees and licensees) and subsidiaries (collectively, “Affiliates”) expressly disclaim all warranties of any kind, whether express or implied, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. Upgrade Wellness, LLC and its Affiliates make no warranty, express or implied, that the Website or any services, products, or information obtained on or through the Website will meet your requirements or will be uninterrupted, timely, secure, or error free; nor do Upgrade Wellness, LLC or its Affiliates make any warranty, express or implied, as to the results that may be obtained from the use of the Website or any services, products or information obtained on or through the Website or as to the accuracy, completeness or reliability thereof. Upgrade Wellness, LLC makes no commitment to update or correct any information that appears on the Website or any website linked hereunder.

You understand and agree that any material and/or information downloaded or otherwise obtained through the use of or from the Website is done at your own discretion and risk and that you will be solely responsible for your use or nonuse of such information, including, without limitation, any damage to property including computer systems or loss of data that results from the download of such material and/or information and any bodily injury. Upgrade Wellness, LLC is not responsible for technical, hardware or software failures of any kind, lost or unavailable network connections, or incomplete, garbled or delayed computer transmissions. Under no circumstances will Upgrade Wellness, LLC or its Affiliates or third-party contractors or suppliers be liable for any damages or losses that result from the use of the materials on this Website, even if advised in advance of such damages or losses. Upgrade Wellness, LLC and its Affiliates make no warranty regarding any goods or services purchased or obtained through or from the Website or any transactions entered into through the Website. No advice or information, whether oral or written, obtained by you from Upgrade Wellness, LLC or through or from any service or product on the Website shall create any warranty not expressly stated herein. Some jurisdictions do not allow the exclusion of certain warranties for consequential or incidental damages, in which case the above limitation may not apply to you.

To the fullest extent permitted by law, under no circumstances shall we be liable to you—whether in contract, tort, strict liability, or otherwise—for any direct, indirect, incidental, consequential, special, punitive, or exemplary damages, including but not limited to loss of profits, loss of opportunity, or the cost of procuring substitute products or services, arising out of or in connection with your use of the Website or any products or services, even if we have been advised of the possibility of such damages.

In any event, our total cumulative liability to you shall not exceed the total amount you have paid to us, if any, in the twelve (12) months immediately preceding the date of the claim.

Notice and Procedure for Making Claims of Copyright Infringement

If you believe that your copyrighted work has been used or displayed on our Website in a manner that constitutes copyright infringement, you may submit a formal notification by following the steps outlined below and contacting Upgrade Wellness, LLC’s designated agent. In accordance with Title 17, United States Code, Section 512(c)(2), all notices of alleged copyright infringement must be directed exclusively to the Designated Agent identified below.

Your written notice must include the following information:

  1. A physical or electronic signature of the copyright owner or a person authorized to act on their behalf;
  2. Identification of the copyrighted work(s) claimed to have been infringed;
  3. A detailed description of the material that is claimed to be infringing, along with information sufficient to locate the original or authorized version of the copyrighted work (e.g., URL, publication details, etc.);
  4. A precise description of where the allegedly infringing content is located on our website including the specific URL if applicable;
  5. Your full contact information, including name, mailing address, telephone number, and email address;
  6. A statement that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
  7. A statement made under penalty of perjury that the information in your notice is accurate and that you are the copyright owner or are authorized to act on behalf of the copyright owner.
Designated Agent Contact Information:

Attn: Managing Partner; Upgrade Wellness, LLC 13010 Morris Rd #600, Alpharetta, GA 30004

Termination of Agreement or Account

These Terms will take effect at the time you place an order, register, respond to a request for information, or begin downloading, accessing, or using the Website, whichever is earliest. Upgrade Wellness, LLC reserves the right at any time and for any reason to deny you access to this Website or to any portion thereof, and. Upgrade Wellness, LLC shall have the right to immediately terminate a user’s account in the event of any conduct by a user which. Upgrade Wellness, LLC, in its sole discretion, considers to be unacceptable, or in the event of any breach of these Terms by a user. Termination will be effective with or without notice. You may also terminate this Agreement at any time by ceasing to use the Website, but all applicable provisions of these Terms will survive termination. The provisions concerning. Upgrade Wellness, LLC’s proprietary rights, Submissions, indemnity, disclaimers of warranty and liability, admissibility of these Terms, and governing law will survive the termination of these Terms for any reason.

Miscellaneous:

Failure to enforce strict compliance with any of these Terms shall not be considered a waiver of any subsequent breach or non-performance. Any waiver by Upgrade Wellness, LLC of a right under these Terms will not be construed as a waiver of any other rights or provisions, nor shall it imply waiver of the same right or provision at any future time.

If any provision of these Terms is found to be invalid or unenforceable under applicable law—including, but not limited to, the warranty disclaimers and liability limitations—such provision shall be replaced by a valid and enforceable provision that most closely reflects the original intent. The remainder of the Terms shall remain in full force and effect.

Upgrade Wellness, LLC may fulfill its obligations or exercise its rights under these Terms through its affiliates, including any entity that controls, is controlled by, or is under common control with Upgrade Wellness, LLC. In the event of a merger, acquisition, or sale of assets, the acquiring entity will assume all rights and responsibilities under these Terms.

You may not assign or transfer your rights or obligations under these Terms without prior written consent from Upgrade Wellness, LLC. Conversely, Upgrade Wellness, LLC may assign or delegate its rights and obligations under this Agreement, in whole or in part, and may utilize contractors or agents to perform its duties.

Nothing in these Terms shall be interpreted to create a joint venture, partnership, employment, or agency relationship between you and Upgrade Wellness, LLC.

These Terms, along with the Upgrade Wellness, LLC Privacy Notice and any other agreements, terms, or conditions related to services, subscriptions, or licenses offered through the Website, constitute the entire agreement between you and Upgrade Wellness, LLC regarding your use of the Website. They supersede all prior or contemporaneous communications or proposals, whether electronic, oral, or written.

Contact Us

If you have other questions or concerns about these legal notices or the practices of this Website, or if you are interested in reprinting any of the content of this Website, feel free to contact us at:

Attn: Managing Partner; Upgrade Wellness, LLC 13010 Morris Rd #600, Alpharetta, GA 30004

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