Terms of Service

Effective date: May 26, 2026

Last updated: May 26, 2026

1. Acceptance of Terms

Welcome to The Upgrade Shop. These Terms of Service (“Terms”) are a legally binding agreement between you (“Customer,” “you,” or “your”) and The Upgrade Shop (“we,” “our,” or “us”), a business registered in Israel under ח.פ. 300330123, with registered address at Har Hatzofim 11, Holon, Israel.

By creating an account, subscribing to any plan, or using any part of the platform at app.upgradeshop.ai or any associated services, you confirm that you have read, understood, and agree to be bound by these Terms and our Privacy Policy.

If you are accepting on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to these Terms. If you do not have such authority, or if you do not agree to these Terms, do not use the Platform.

2. About The Upgrade Shop Platform

The Upgrade Shop is an AI-managed digital infrastructure platform for small and medium-sized businesses. Rather than requiring you to manage a stack of separate tools, we bring together your website, CRM, email marketing, WhatsApp Business messaging, social media automation, online store, digital courses, funnels, dispatch management, and more — all controlled through a single dashboard and operated on your behalf by an AI agent.

Depending on your subscription tier, the Platform includes some or all of the following modules and capabilities:

  • Website building, hosting, and content management
  • CRM — contacts, companies, pipelines, and activity tracking
  • Email marketing — campaigns, automations, and sequences
  • WhatsApp Business messaging, broadcasts, and AI-powered conversations
  • Social media management — Facebook and Instagram integrations
  • Marketing automation workflows
  • Online store — products, orders, subscriptions, and payments
  • Digital courses and a Learning Hub community
  • Funnels and conversion pages
  • Dispatch and field service management
  • Forms, analytics, and reporting
  • Project and task management
  • A personal AI agent that manages and operates your account

We reserve the right to add, modify, or discontinue any feature, module, or integration at any time. We will provide reasonable notice of material changes where possible.

3. Account Registration and Security

3.1 Account Creation

To use the Platform you must register for an account and provide accurate, complete, and current information. You must be at least 18 years of age and have the legal authority to enter into a binding agreement.

3.2 Account Security

You are responsible for keeping your login credentials confidential and for all activity that takes place under your account. Notify us immediately at [email protected] if you become aware of any unauthorized access. We are not liable for any loss or damage arising from your failure to maintain account security.

3.3 One Account per Business

Each subscription covers one business entity. You may not share credentials across unaffiliated businesses or use your account to manage third-party businesses unless you are subscribed to the Marketer Dashboard add-on or otherwise agreed in writing.

4. Subscription Plans, Action Points, and Payment

4.1 Plans and Tiers

The Platform is offered on a subscription basis. Plans differ in the modules included, the level of managed-service involvement, and the Action Points allowance. Current plans are described on our pricing page and may include:

  • Core — AI-managed. The personal AI agent manages, suggests, and executes work on your behalf. You review and approve. Work is tracked via Action Points.
  • Pro — Core plus a dedicated Account Manager who proactively works your account on a weekly cadence.
  • Elite — Same as Pro at a daily cadence. A near-fractional growth operator working your account every day.

Plans are further organized by package (Starter, Ecommerce, Creator/Educator, Field Service) depending on which modules your business requires. All packages include everything in the Core/Starter tier plus their specific modules.

4.2 Action Points

Action Points (“AP”) are the unit by which work performed on your behalf is measured, including AI agent execution, Account Manager tasks, and third-party compute (such as transcription, translation, and AI processing). Each plan includes a base AP allowance per billing period. Additional AP can be purchased in expansion packs. Unused AP does not roll over to the next billing period unless otherwise specified.

4.3 Billing and Payment

Subscriptions are billed in advance on a monthly or annual basis, depending on the billing cycle you select. Payment is processed via our authorized payment provider. You authorize us to charge your payment method on a recurring basis until you cancel.

If a payment fails, we will attempt to notify you and may suspend access to the Platform until payment is resolved. We reserve the right to automatically pause subscriptions after a defined number of consecutive failed charges.

4.4 Refunds and Cancellations

You may cancel your subscription at any time from your account settings. Cancellation takes effect at the end of the current billing period. We do not offer prorated refunds for partial periods unless required by applicable law.

One-time setup fees are non-refundable once onboarding has commenced. Annual subscriptions that are cancelled within 14 days of the initial purchase may be eligible for a full refund at our discretion, provided no significant Platform use has occurred.

4.5 Price Changes

We may change subscription prices at any time. We will give you at least 30 days’ notice before a price change takes effect for existing subscriptions. Your continued use of the Platform after the effective date constitutes acceptance of the new price. Founder Pricing and other locked-rate commitments made at enrollment are honored for the duration specified at the time of the commitment.

5. AI Agent Services

Every account includes a personal AI agent that communicates with you and your customers via WhatsApp and the Platform dashboard. The AI agent can execute tasks, manage platform settings, send messages, update content, and interact with your customers on your behalf.

You acknowledge and agree that:

  • AI-generated outputs are produced by large language models and may contain inaccuracies, errors, or incomplete information. You are responsible for reviewing outputs before acting on them in high-stakes contexts.
  • You must not use the AI agent to generate, distribute, or act upon content that is unlawful, harmful, deceptive, abusive, or in violation of any applicable law or third-party rights.
  • Conversations with the AI agent may be logged and used to improve service quality, subject to our Privacy Policy.
  • The AI agent operates within the boundaries of the Platform and is not a substitute for professional legal, financial, medical, or other regulated advice.
  • We may update, retrain, or modify the AI agent’s behavior at any time to improve accuracy, safety, or compliance.

We are not liable for decisions you make based on AI agent outputs or for any third-party claims arising from content the AI agent sends on your behalf at your instruction.

6. Managed Services and Account Managers

Pro and Elite subscribers receive a dedicated Account Manager — a human operator who proactively works your account at a weekly (Pro) or daily (Elite) cadence. Account Managers may execute tasks such as building automations, writing email sequences, updating website content, conducting research, and managing campaigns.

You understand and agree that:

  • Account Manager work is task- and outcome-based, not hour-tracked. There is no guaranteed number of hours per week.
  • Account Managers communicate via the Platform’s messaging channel. Response time is subject to business hours and workload.
  • You are responsible for providing accurate directions, approvals, and access credentials required for the Account Manager to complete work.
  • Work performed by Account Managers at your instruction is your responsibility. We are not liable for outcomes resulting from incorrect or incomplete instructions.
  • Trust Mode — available at Pro/Elite — allows you to pre-approve categories of actions, which the Account Manager may then execute without per-task approval. You may revoke Trust Mode at any time from your account settings.

7. Acceptable Use Policy

You agree to use the Platform only for lawful purposes and in compliance with these Terms, all applicable laws, and the terms of any third-party services you connect. You must not:

  • Use the Platform to send spam, unsolicited messages, or bulk communications to recipients who have not consented
  • Send messages via WhatsApp or email that violate Meta’s, WhatsApp’s, or any email service provider’s acceptable use and messaging policies
  • Upload, transmit, or store content that is defamatory, obscene, abusive, threatening, or that infringes any third-party rights including copyright, trademark, or privacy
  • Attempt to gain unauthorized access to any part of the Platform or any connected third-party service
  • Reverse-engineer, decompile, or attempt to extract the source code of the Platform
  • Use the Platform to conduct phishing, fraud, identity theft, or any other deceptive practice
  • Resell, sublicense, or white-label the Platform to third parties without our prior written consent
  • Use automated tools to scrape, crawl, or extract data from the Platform beyond normal use
  • Use the AI agent to generate content that impersonates individuals, spreads misinformation, or circumvents platform safety measures

Violation of this policy may result in immediate suspension or termination of your account without refund, and may expose you to civil or criminal liability.

8. Content and Intellectual Property

8.1 Your Content

You retain all ownership rights to the content you upload, create, or generate through the Platform (“Your Content”). By using the Platform, you grant us a limited, worldwide, non-exclusive, royalty-free license to host, store, process, display, and transmit Your Content solely as necessary to provide the Services to you.

You represent and warrant that you have all necessary rights to Your Content and that Your Content does not infringe any third-party rights.

8.2 Our Intellectual Property

The Platform, including its software, design, interface, AI models, automation logic, templates, and all related documentation, is the exclusive property of The Upgrade Shop and is protected by copyright, trade secret, and other applicable intellectual property laws. Nothing in these Terms grants you any ownership or license in our intellectual property beyond the right to use the Platform as described herein.

8.3 AI-Generated Content

Content produced by the AI agent at your direction is considered Your Content for the purpose of ownership. However, we make no warranties about its originality or fitness for any particular purpose. You are responsible for reviewing AI-generated content before publishing or distributing it.

9. Third-Party Integrations

The Platform integrates with third-party services including Meta (Facebook and Instagram), WhatsApp Business, Google, payment processors, email providers, and others. By enabling these integrations, you authorize us to access and use your data on those platforms in accordance with the permissions you grant and our Privacy Policy.

Your use of each integrated service is also subject to that service’s own terms and policies. We are not responsible for the availability, accuracy, or conduct of third-party services. If a third-party service changes its API, policies, or availability in a way that affects our integration, we will make commercially reasonable efforts to restore functionality but cannot guarantee uninterrupted operation.

You are solely responsible for ensuring that your use of third-party integrations through our Platform complies with those services’ terms of service, community standards, and applicable laws.

10. WhatsApp Business Services

The WhatsApp messaging features on the Platform are provided through the WhatsApp Business API, operated by Meta Platforms, Inc. By using WhatsApp features, you agree to comply with WhatsApp’s Business Policy and Commerce Policy.

You acknowledge that:

  • WhatsApp messaging is subject to Meta’s review and can be limited or disabled by Meta at any time if policy violations are detected
  • Template messages must be pre-approved by Meta before use; we will assist with submission but cannot guarantee approval
  • You must only message recipients who have opted in to receive communications from your business
  • Message delivery is subject to WhatsApp’s infrastructure and is not guaranteed
  • Sending spam, misleading, or prohibited content via WhatsApp may result in your WhatsApp number being restricted or banned by Meta, which is outside our control

We are not liable for any WhatsApp account restrictions or bans arising from your messaging practices.

11. Data, Privacy, and Security

Our collection, use, and storage of your personal data and the data of your customers is governed by our Privacy Policy, which is incorporated into these Terms by reference.

You are responsible for ensuring that any personal data you upload or process through the Platform — including the data of your contacts, leads, and customers — has been collected lawfully and with appropriate consent, and that your use of our Platform to process that data complies with applicable data protection laws including the Israeli Privacy Protection Law 5741-1981, the GDPR where applicable, and any other relevant legislation.

We implement industry-standard technical and organizational security measures to protect data on our Platform. However, no system is perfectly secure, and we cannot guarantee the absolute security of your data.

12. Uptime and Service Availability

We target high availability for the Platform and make commercially reasonable efforts to minimize downtime. However, we do not guarantee any specific uptime percentage. The Platform may be unavailable due to scheduled maintenance, unexpected outages, third-party service disruptions, or causes beyond our control.

We will endeavor to provide advance notice of scheduled maintenance where practicable and to restore service as quickly as possible following unplanned outages.

13. Disclaimers and Warranties

THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

We do not warrant that:

  • The Platform will be uninterrupted, error-free, or secure
  • Any errors or defects will be corrected within a specific timeframe
  • AI-generated content will be accurate, complete, or suitable for your intended use
  • Results obtained from the Platform (such as marketing outcomes, lead conversions, or sales) will meet your expectations

Some jurisdictions do not allow the exclusion of implied warranties. To the extent such exclusions are not permitted by applicable law, such warranties are limited to the minimum scope allowed by law.

14. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE UPGRADE SHOP, ITS DIRECTORS, EMPLOYEES, AGENTS, AND SUPPLIERS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, DATA, BUSINESS, OR GOODWILL, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL CUMULATIVE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE PLATFORM SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES PAID BY YOU TO US IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED US DOLLARS (USD 100).

This limitation of liability reflects a reasonable allocation of risk between the parties and is a fundamental element of the basis of the bargain between the parties.

15. Indemnification

You agree to indemnify, defend, and hold harmless The Upgrade Shop, its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to: (a) your use of the Platform; (b) Your Content; (c) your violation of these Terms; (d) your violation of any applicable law or regulation; or (e) your violation of any third-party rights, including the rights of your customers or contacts whose data you process through the Platform.

16. Termination

16.1 Termination by You

You may cancel your subscription at any time from your account settings. Your access continues until the end of the current billing period. Cancellation does not entitle you to a refund of prepaid fees except as described in Section 4.4.

16.2 Termination by Us

We may suspend or terminate your account immediately, without notice, if: (a) you breach these Terms; (b) we are required to do so by law or a regulatory body; (c) we reasonably believe your use of the Platform creates legal, security, or reputational risk; or (d) you have outstanding unpaid fees after multiple failed payment attempts.

We may also terminate the Platform entirely upon 30 days’ written notice.

16.3 Effect of Termination

Upon termination, your access to the Platform ceases. We will retain Your Content for a period of 30 days following termination, during which you may request an export. After that period, we may delete Your Content in accordance with our data retention practices. Sections 5 (to the extent of AI outputs you have published), 8, 13, 14, 15, 17, and 18 survive termination.

17. Governing Law and Jurisdiction

These Terms are governed by and construed in accordance with the laws of the State of Israel, without regard to conflict-of-law principles.

Subject to Section 18, any dispute, claim, or controversy arising out of or relating to these Terms or the Platform shall be subject to the exclusive jurisdiction of the competent courts located in Tel Aviv, Israel, and you irrevocably consent to such jurisdiction.

18. Dispute Resolution

We prefer to resolve disputes amicably. Before filing any formal claim, you agree to contact us at [email protected] and allow 30 days for us to attempt resolution in good faith.

If a dispute cannot be resolved informally, either party may pursue resolution through the courts as described in Section 17. Nothing in this section limits either party’s right to seek emergency injunctive or equitable relief.

19. Changes to These Terms

We may update these Terms from time to time. When we make material changes, we will notify you by email or by a prominent notice on the Platform at least 30 days before the changes take effect. Your continued use of the Platform after the effective date constitutes acceptance of the updated Terms. If you do not agree to the updated Terms, you must stop using the Platform and cancel your subscription before the effective date.

20. General Provisions

  • Entire Agreement. These Terms, together with the Privacy Policy and any order forms or statements of work, constitute the entire agreement between you and The Upgrade Shop with respect to the Platform and supersede all prior agreements.
  • Severability. If any provision of these Terms is found to be unenforceable, the remaining provisions remain in full force and effect.
  • Waiver. Our failure to enforce any provision of these Terms shall not constitute a waiver of that provision.
  • Assignment. You may not assign your rights or obligations under these Terms without our prior written consent. We may assign our rights to any affiliate or in connection with a merger, acquisition, or sale of assets.
  • Force Majeure. We are not liable for any delay or failure to perform resulting from causes beyond our reasonable control, including natural disasters, war, cyber attacks, government action, or third-party infrastructure failures.
  • Language. These Terms are written in English. Any translation is provided for convenience only; the English version controls in the event of conflict.

21. Contact Information

For any questions, concerns, or notices under these Terms: