Terms of Service

These Terms of Service ("Terms") govern your use of the services, software, packages, websites, automations, AI tools, CRM systems, and any related deliverables (collectively, the "Services") provided by UpSurge Pros ("UpSurge Pros," "we," "us," or "our"). By purchasing, accessing, or using any of our Services, you ("Client," "you," or "your") agree to be bound by these Terms. If you do not agree, do not use our Services.

1. Services & Packages

UpSurge Pros provides packaged and custom services that may include, but are not limited to: AI automation, CRM setup and management, lead generation, paid advertising, websites and landing pages, SEO, custom apps, integrations, business reporting, and ongoing support. The specific scope, deliverables, pricing, and timelines for your engagement are described in the package, proposal, statement of work, or order form you accept (the "Order").

Packages are recurring services billed on the cadence stated in your Order (typically monthly) and automatically renew until properly cancelled in accordance with Section 3.

2. Billing & Payment

• All fees are due in advance on the billing date stated in your Order.
• You authorize UpSurge Pros to charge your payment method on file for all recurring and one-time fees, applicable taxes, and any approved change orders.
• Late or failed payments may result in suspension of Services until the account is brought current. Suspension does not relieve you of your payment obligations or the notice requirements in Section 3.
• All fees are stated in U.S. Dollars and are non-refundable except as expressly provided in Section 4.

3. Cancellation — 30-Day Written Notice Required

• The 30-day notice period begins on the date UpSurge Pros receives your written cancellation request.
• You remain responsible for all fees that accrue during the 30-day notice period, and Services will continue to be delivered during that period.
• Cancellation requests submitted through any other channel (social media, chat, third parties, etc.) are not considered valid notice.
• Pre-paid fees for the notice period are non-refundable.

4. Refund Policy — 2-Week Launch Guarantee

UpSurge Pros does not provide refunds for any Services, setup fees, monthly fees, ad spend, or completed work, except in the following limited circumstance:

• The 2-week turnaround guarantee is only effective once UpSurge Pros has collected all required information, materials, and access from the Client. Until that point is reached, no launch timeline is guaranteed.
• The 2-week turnaround clock begins only after UpSurge Pros confirms receipt of all required onboarding items (brand assets, account access, integrations, approvals, content, questionnaire responses, etc.).
• Delays caused by Client (slow responses, missing assets, denied access, scope changes, third-party platforms, or platform approvals such as Meta, Google, A2P/10DLC carriers, etc.) extend the turnaround window accordingly and do not qualify for a refund. Any delay in Client providing required information is not the fault of UpSurge Pros and will not be grounds for a refund.
• Refund requests must be submitted in writing to cs@upsurgecrmpros.com within fourteen (14) days after the missed launch date.
• Third-party costs (including but not limited to ad spend, domain registrations, SMS/telephony charges, software subscriptions, and API usage) are never refundable.

5. Client Responsibilities

• Provide accurate, complete, and timely information, content, credentials, and approvals.
• Maintain your own accounts with third-party platforms (Meta, Google, TikTok, LinkedIn, payment processors, telephony providers, etc.) and comply with their terms.
• Ensure that all materials you provide and any messaging you authorize comply with applicable laws, including TCPA, CAN-SPAM, A2P 10DLC, GDPR, CCPA, and Meta/Google advertising policies.
• Maintain appropriate consent for any contacts you upload, message, or market to.

6. Client Data Ownership & Privacy

Your data is your data. As between you and UpSurge Pros, you retain all right, title, and interest in and to your business data, customer lists, leads, contacts, communications, content, and any data generated through your use of the Services ("Client Data").

• UpSurge Pros will treat all Client Data as strictly confidential and will not sell, rent, or share it with third parties except as necessary to provide the Services (e.g., hosting providers, CRM platforms, telephony providers, ad platforms) or as required by law.
• We implement commercially reasonable administrative, technical, and physical safeguards designed to protect Client Data.
• Upon valid termination of Services and full payment of outstanding balances, you may request an export of your Client Data in a commonly used format. Requests must be made within thirty (30) days of termination.
• Our handling of personal information is further described in our Privacy Policy.

7. Intellectual Property

UpSurge Pros retains all right, title, and interest in and to its proprietary tools, templates, workflows, automations, prompts, code libraries, frameworks, methodologies, and any pre-existing or independently developed materials used to deliver the Services ("UpSurge IP"). Upon full payment, you receive a non-exclusive, non-transferable license to use deliverables produced specifically for you, solely for your internal business purposes. You may not resell, sublicense, or reverse engineer UpSurge IP.

8. Disclaimer of Warranties

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, OR UNINTERRUPTED OR ERROR-FREE OPERATION. UPSURGE PROS DOES NOT GUARANTEE ANY SPECIFIC LEAD VOLUME, CONVERSION RATE, REVENUE, RANKING, OR BUSINESS OUTCOME.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, UPSURGE PROS, ITS OWNERS, OFFICERS, EMPLOYEES, CONTRACTORS, AND AFFILIATES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST REVENUE, LOST DATA, LOST GOODWILL, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT SHALL UPSURGE PROS' TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES EXCEED THE TOTAL FEES PAID BY YOU TO UPSURGE PROS DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10. Indemnification

You agree to defend, indemnify, and hold harmless UpSurge Pros and its owners, officers, employees, contractors, and affiliates from and against any and all claims, lawsuits, damages, liabilities, losses, fines, penalties, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of the Services; (b) Client Data, content, products, or services you provide or promote; (c) your violation of any law or third-party right, including TCPA, CAN-SPAM, A2P 10DLC, GDPR, CCPA, intellectual property, or privacy laws; (d) your violation of these Terms; or (e) any communications, advertising, or marketing you authorize us to send on your behalf.

11. Third-Party Services & Platforms

The Services may rely on or integrate with third-party platforms (such as Meta/Facebook/Instagram, Google, telephony and SMS carriers, payment processors, CRMs, and AI providers). UpSurge Pros is not responsible for any outage, change, suspension, policy enforcement, account ban, deliverability issue, pricing change, or data loss caused by such third parties.

12. Termination by UpSurge Pros

We may suspend or terminate Services immediately, without refund, if you: (a) fail to pay any amount when due; (b) breach these Terms; (c) engage in fraudulent, abusive, harassing, or unlawful activity; (d) use the Services in a way that violates third-party platform policies or applicable law; or (e) put UpSurge Pros at risk of regulatory, legal, or platform-level penalties.

13. Governing Law & Dispute Resolution

These Terms are governed by the laws of the State of Utah, without regard to its conflict of laws principles. Any dispute arising out of or related to these Terms or the Services shall be resolved exclusively through binding arbitration administered in the State of Utah, except that either party may seek injunctive relief in a court of competent jurisdiction to protect its intellectual property or confidential information. You agree to resolve disputes on an individual basis and waive any right to participate in a class action.

14. Changes to These Terms

We may update these Terms from time to time. Material changes will be posted on this page with an updated Effective Date. Your continued use of the Services after changes become effective constitutes acceptance of the updated Terms.

15. Entire Agreement

These Terms, together with your Order and our Privacy Policy, constitute the entire agreement between you and UpSurge Pros regarding the Services and supersede all prior or contemporaneous agreements, proposals, or understandings. If any provision is held unenforceable, the remaining provisions will remain in full force and effect.