Terms of Service

Effective Date: September 8, 2026

These Terms of Service ("Terms") govern your access to and use of the UpgradingYou application and website (the "Service"), operated by UpgradingYou, LLC, a Delaware limited liability company ("we," "us," or "our"). By creating an account or using the Service, you agree to be bound by these Terms, including the Refund Policy in Section 5.4.

1. Eligibility

You must be at least 13 years old to use the Service. The Service is not directed to children under 13, and children under 13 may not create an account or use the Service.

If you are under 18 (or the age of legal majority where you live), you may use the Service only with the consent and involvement of a parent or legal guardian who has reviewed and agreed to these Terms on your behalf. If the law where you live requires a higher minimum age, you must meet that age.

By using the Service, you represent that you meet the requirements above. We do not collect a date of birth. If we learn that someone under 13 has an account, we will delete it.

2. Account Registration

You may register using an email address and password, or through Apple or Google sign-in.
You are responsible for maintaining the security of your account credentials.
You must provide accurate information during registration and keep it up to date.
You are responsible for all activity that occurs under your account.
You must notify us immediately if you suspect unauthorized access to your account.

3. The Service

UpgradingYou is an AI assistant that helps you work toward your goals. The Service includes:

AI assistant conversations (text and voice)
Goal setting, planning, activity tracking, and progress visualization
AI-maintained memory and personalization
Custom mini-apps ("appgrades") built together with the assistant
Sharing: your own copy of an appgrade, small shared pieces of data, frozen snapshots, a private village, and direct messages
Push notifications and reminders

4. AI Assistant Disclaimer

The AI assistant is not a substitute for professional advice. Specifically:

The AI assistant is not a licensed therapist, counselor, medical professional, financial advisor, or legal professional.
AI-generated responses may contain inaccuracies, errors, or inappropriate suggestions. You should independently verify any information or advice before acting on it.
The Service is intended for general personal development, planning, and coaching. It is not professional advice.
The Service is not emergency care and is not a crisis service. If you are in a mental health crisis, contact a qualified professional or emergency services immediately. In the United States, you can call or text 988. Outside the United States, use local emergency services or findahelpline.com.
We do not guarantee any specific outcomes or results from using the Service.

5. Subscriptions and Payments

5.1 Free and Premium Tiers

The Service may offer both free and premium subscription tiers. Premium features require an active paid subscription.

5.2 Billing

New subscribers may be offered a free trial (for example, 7 days). Unless you cancel before the trial ends, your subscription automatically converts to a paid plan and your payment method is charged the then-current price for the plan you selected. Free trial eligibility is determined by the applicable app store or payment processor and is generally limited to one trial per person per subscription group.
Subscriptions are billed through Apple (App Store) or, for web subscriptions, our payment processor Stripe. If we later offer the app through another store, that store's billing terms apply.
Subscription plans auto-renew unless cancelled before the end of the current billing period.
Prices are displayed in the app at the time of purchase and may change. Price changes do not affect active subscription periods.

5.3 Cancellation

You may cancel an App Store subscription at any time through your Apple ID subscription settings. You may cancel a web subscription through the billing controls in Settings.
Cancellation takes effect at the end of the current billing period. You will retain premium access until that date.
A full refund under Section 5.4 is different from an ordinary cancellation: it cancels the matching subscription and ends premium access immediately.

5.4 Refund Policy

This Section 5.4 is our Refund Policy and forms part of these Terms. By accepting these Terms, you also agree that this Refund Policy applies to any web subscription you purchase, subject to any rights that cannot be limited under applicable law.

For a subscription purchased on the web through Stripe, you may request a full automatic refund of your latest completed subscription payment within 14 calendar days after that charge. Open Settings, choose Refund policy, and check eligibility.
A successful automatic refund cancels the matching web subscription and ends premium access immediately. Your bank may take several business days to display the returned money.
Each account may receive one automatic refund. This limit does not restrict rights required by applicable law or prevent us from reviewing a duplicate charge, wrong amount, or other billing mistake through the in-app Billing support option.
Outside this policy, we do not provide prorated refunds for unused portions of a billing period, except where required by applicable law.
For subscriptions purchased through the Apple App Store or Google Play, refund requests are handled by the applicable store under its policies; we do not process those refunds directly.

5.5 Invite Codes

We may offer invite codes that grant access to certain features. Invite codes are non-transferable, single-use, and may expire. Abuse of the invite code system (including excessive failed redemption attempts) may result in temporary or permanent restrictions.

5.6 Creator Program

We may offer an optional creator (ambassador) program. If you apply and we accept you, that program is governed by the Creator Program Agreement you accept in the app, in addition to these Terms. We may attribute a web signup to a creator when a visitor used that creator's referral link, for commission purposes. Creators are paid only on qualifying web subscriptions, not on App Store purchases. The program may be paused or not offered.

6. User Content and Data

6.1 Your Content

You retain ownership of the content you create through the Service, including habits, chat messages, notes, and activity logs. By using the Service, you grant us a limited license to store, process, and transmit your content as necessary to operate and improve the Service.

6.2 AI-Generated Content

Content generated by the AI assistant (including responses, summaries, insights, memories, and appgrade code) is provided as part of the Service. We do not claim ownership of AI outputs generated in the context of your conversations. Your ability to claim ownership or other exclusive rights in an AI output may depend on applicable law, your own creative contribution, and the rights of others. We do not represent that an AI output is unique, eligible for copyright protection, or free of third-party rights.

6.3 Prohibited Content

You agree not to use the Service to:

Submit content that is illegal, harmful, threatening, abusive, defamatory, or otherwise objectionable
Attempt to manipulate, exploit, or circumvent the AI system's safety measures
Use the Service for any unlawful purpose
Impersonate another person or entity
Upload or share profile photos, usernames, bios, appgrades, or other content that infringes others' rights or is abusive, harassing, or inappropriate
Interfere with or disrupt the Service or its infrastructure
Attempt to gain unauthorized access to any part of the Service
Use the Service to develop competing AI products by systematically extracting AI outputs
Share your account credentials with others

6.4 Sharing and Social Features

The Service lets you connect with other users (your "village"), set up a profile (username, display name, bio, and profile photo), send direct messages, invite friends to do activities together, and share appgrades and snapshots. These features are opt-in. When you choose to share:

You grant us a license to display, store, and transmit that content to the people you share it with, as necessary to provide the features.
Sharing an appgrade gives each recipient their own copy. As between you and that recipient, they own their copy and their own modifications, subject to applicable law and third-party rights. By choosing to share a copy, you grant the recipient a non-exclusive, continuing license to keep, run, copy, and modify the appgrade material you have the right to license. You retain your rights in your original; the recipient does not gain exclusive rights to your underlying idea or third-party components. These permissions do not guarantee continued availability of an appgrade or its hosted features, which remain subject to deletion, access controls, and moderation under these Terms. There is no public appgrade directory. Inside an appgrade, you may share a specific piece of data with people you pick. Live data only reaches people who already have a compatible copy.
A snapshot is a frozen page at a public link. Anyone with the link can open it, with or without an account. It contains only the data you included. Sharing a snapshot to Instagram sends a picture of that page and the public link to Instagram.
Opening an appgrade share link while signed out requires creating an account so you can receive your copy.
If stories are available, they are visible to your village and are not public. Deleting a story removes it from the Service, though people who already saw it may remember or have captured it.
You may propose a change to an appgrade you copied. The owner can accept or decline.
You are responsible for the content you share and for what you upload as your profile photo, username, or bio. Do not share or upload anything you do not have the right to share, or that violates Section 6.3.
You can stop sharing or remove a connection at any time, but people you previously shared with may retain copies of what was already shared. Public snapshot links stay reachable until the snapshot is removed.

6.5 Appgrades and Generated Code

Appgrades are mini-apps assembled at a user's direction. They may combine the user's prompts, instructions, uploads, selections, or edits with code and other material generated by AI. A user who requests an appgrade did not necessarily write its code; responsibility is allocated as follows:

You are responsible for the prompts, instructions, files, code, and other material you provide; modifications you make or approve; your intended use; and your decision to publish or share an appgrade. You represent that you have the rights needed for material you provide or knowingly add.
You may not create, modify, or share an appgrade to distribute malware, phish for credentials, collect data deceptively, bypass permissions or safety controls, gain unauthorized access, infringe intellectual-property or privacy rights, harass others, or violate law.
Appgrades may contain bugs, inaccurate behavior, security flaws, or other defects. Do not rely on them for emergency, safety-critical, medical, legal, financial, or other high-stakes decisions or systems. Keep appropriate copies of important data.
We may automatically or manually inspect appgrades, derive a permission manifest, run safety reviews, sandbox or limit capabilities, require user approval, and quarantine, disable, or remove an appgrade. A safety report describes the exact code version reviewed and reduces risk, but it is not a guarantee that the appgrade is secure, accurate, lawful, or fit for a particular purpose. Code changes may require a new review and new permission choices.
Before using a shared appgrade, review its creator, safety report, and requested permissions. You choose whether to install your own copy, run it, share it, or grant capabilities to it.
You grant us the limited rights reasonably necessary to generate, host, reproduce, transmit, inspect, analyze, sandbox, and display appgrades; provide sharing and copies you choose to use; enforce these Terms; and protect users and the Service.

Your rights and our platform. Building an appgrade through the Service does not transfer your rights in your own content to us. Section 6.2 applies to AI-generated appgrade code. Subject to applicable law and third-party rights, you may copy, modify, and use your appgrade code, including for commercial purposes. This does not grant ownership of, or rights to redistribute, our pre-existing platform, branding, hosted services, or third-party components beyond their applicable licenses.

Copying code and portability. Where the code-copy control is available, open the appgrade, open the three-dot menu, choose Edit, then Copy code. This copies the appgrade source, not a complete backup of saved data, media, credentials, or the UpgradingYou platform. Appgrades may depend on our runtime, components, storage, authentication, permissions, AI services, and other integrations. Copied code may require substantial adaptation and replacement services to work outside UpgradingYou; we do not promise standalone operation or portability.

Restrictions and removal. We may ban, restrict, disable, or delete an appgrade when reasonably necessary to enforce these Terms, comply with law, protect users or their data, or maintain the security and integrity of the Service.

Exceptional technical changes. You grant us limited permission to modify an appgrade in exceptional circumstances to address a security vulnerability, prevent data loss, maintain compatibility, or correct a serious technical malfunction. We will limit changes to what is reasonably necessary and seek to preserve the appgrade's intended function and user data. Where practical, we will notify affected users and explain significant interventions. Urgent security or legal circumstances may require action without advance notice. These permissions do not transfer ownership of your content to us and do not, by themselves, authorize us to publish or commercially reuse your private creation.

6.6 Reporting, Blocking, and Moderation

We have no tolerance for objectionable content or abusive behavior. The app provides built-in tools to report content or users (including stories, profiles, direct messages, shared appgrades, snapshots, and proposals) and to block other users. Blocking a user removes them from your village, hides your profiles and content from each other, and prevents them from contacting or inviting you.

Content that receives reports from multiple users may be hidden automatically, pending review. We review reports of objectionable content quickly -- generally within 24 hours -- and act on them, including removing the content and, where warranted, suspending or ejecting the responsible user. We may remove any content or suspend any account that violates these Terms at our discretion, with or without a report. You can also contact us directly about objectionable content using the contact information at the end of these Terms.

6.7 Copyright Complaints and Repeat Infringers

If you believe content on the Service infringes your copyright, send a notice to our designated agent:

Please use the subject “Copyright Notice.” Your notice should include: your physical or electronic signature; identification of the copyrighted work; identification and location of the material you want removed; your contact information; a statement that you have a good-faith belief the use is not authorized by the copyright owner, its agent, or law; and a statement that the notice is accurate and, under penalty of perjury, you are authorized to act for the copyright owner.

The same designation is listed in the U.S. Copyright Office DMCA Designated Agent Directory under registration number DMCA-1078227.

We may remove or disable access to material in response to a compliant notice and will take reasonable steps to notify the user who provided it. That user may send a counter-notice to the same address identifying the removed material and its former location, providing a physical or electronic signature, name, address, and telephone number, stating under penalty of perjury a good-faith belief that removal resulted from mistake or misidentification, and consenting to the jurisdiction of the federal district court where the user's address is located (or, if outside the United States, a federal district where we may be found) and to accept service of process from the notice sender or its agent. Where the statutory process applies, we may restore the material between 10 and 14 business days after forwarding a valid counter-notice unless the original sender tells us it filed a court action.

We maintain a policy of terminating, in appropriate circumstances, users who repeatedly infringe intellectual-property rights. We may also remove content or suspend or terminate accounts for a single egregious violation. Knowingly making material misrepresentations in a notice or counter-notice may create legal liability.

7. Usage Limits

To ensure fair use and service quality, the Service enforces usage limits, including but not limited to:

Chat message rate limits
Voice transcription daily limits
Text-to-speech daily limits
API request rate limits

These limits may be adjusted at our discretion. Attempting to circumvent usage limits may result in account suspension.

8. Intellectual Property

Our pre-existing platform, design, code, and branding are owned by UpgradingYou, LLC or its licensors. Third-party models and components remain subject to their owners’ rights. Your content and your permitted use of appgrade code are addressed in Section 6 and are not claimed as our platform property.
Except as permitted by Section 6 for appgrade code, an applicable license, or mandatory law, you may not copy, modify, distribute, reverse-engineer, or create derivative works from our pre-existing platform.
The "UpgradingYou" name, logo, and related marks are our trademarks. You may not use them without our prior written consent.

9. Privacy

Your use of the Service is also governed by our Privacy Policy, which describes how we collect, use, and share your information. That includes optional PostHog product analytics and, on the website, Cloudflare Web Analytics, as described in the Privacy Policy and Cookie Policy. By using the Service, you acknowledge that you have read and understood our Privacy Policy.

10. Disclaimers

THE SERVICE 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 Service will be uninterrupted, timely, secure, or error-free
AI-generated content will be accurate, complete, or reliable
Any results or outcomes will be achieved through use of the Service
Defects in the Service will be corrected

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, UPGRADINGYOU, LLC SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, DATA, USE, OR GOODWILL, ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICE.

OUR TOTAL LIABILITY FOR ALL CLAIMS RELATED TO THE SERVICE SHALL NOT EXCEED THE AMOUNT YOU PAID US IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR ONE HUNDRED DOLLARS (USD $100), WHICHEVER IS GREATER.

Some jurisdictions do not allow the exclusion or limitation of certain damages. In such jurisdictions, our liability is limited to the fullest extent permitted by law.

12. Indemnification

You agree to indemnify, defend, and hold harmless UpgradingYou, LLC and its officers, directors, employees, and agents from any claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising out of or related to your use of the Service, your violation of these Terms, or your violation of any rights of a third party.

13. Account Termination

By you: You may stop using the Service at any time. You can permanently delete your account and data from within the app under Settings, or contact us to request deletion.
By us: We may suspend or terminate your account at our discretion if you violate these Terms, abuse the Service, or for any other reason with reasonable notice where practicable.
Upon termination, your right to use the Service ceases immediately. We may delete your data in accordance with our Privacy Policy.

14. Changes to These Terms

We may modify these Terms at any time. We will notify you of material changes by posting the updated Terms on this page and updating the "Effective Date." Your continued use of the Service after changes are posted constitutes acceptance of the revised Terms. If you disagree with any changes, you should stop using the Service.

15. Governing Law

These Terms are governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law principles. Any disputes arising under these Terms shall be resolved in the state or federal courts located in Delaware.

16. General Provisions

Entire Agreement: These Terms (including the Refund Policy in Section 5.4), along with our Privacy Policy, Cookie Policy, and (if you join it) the Creator Program Agreement, constitute the entire agreement between you and UpgradingYou, LLC regarding the Service.
Severability: If any provision of these Terms is found to be unenforceable, the remaining provisions remain in full effect.
Waiver: Our failure to enforce any right or provision does not constitute a waiver of that right or provision.
Assignment: You may not assign your rights under these Terms without our written consent. We may assign our rights freely.

17. Contact Us

If you have questions about these Terms, contact us at:

Email: [email protected]