The Upgrade Society

Terms of Service

Effective Date: March 2026  ·  The Upgrade Society Enterprises LLC

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Member," "you," "your") and The Upgrade Society Enterprises LLC ("The Upgrade Society," "we," "us," "our"), governing your application for and participation in The Upgrade Society membership programme. By submitting a deposit, making any payment, or accessing any part of the Society's platform, content, or services in any form, you agree to be bound by these Terms in their entirety without modification. If you do not agree, do not proceed.

1. Legal Entity

The Upgrade Society is operated exclusively by The Upgrade Society Enterprises LLC. This entity is the sole registered operator across all payment processors, legal agreements, and advertising accounts. No other entity, individual, or affiliate has authority to modify these Terms or bind The Upgrade Society Enterprises LLC in any capacity.

2. What Membership Includes

Subject to these Terms, active Founding membership grants access to the following upon launch:

• The Upgrade Society Playbook — a proprietary knowledge system exclusive to members and not available outside the Society under any circumstances
• The Upgrade Society concierge team for private aviation, commercial flights, hotel bookings, and lifestyle requests
• Weekly deal drops delivered exclusively to active members in good standing
• The private member community hosted on Circle.so
• Founding Member privileges, including a permanently locked Year 2 renewal rate of $997/year, subject to Section 10

All membership benefits are strictly personal and non-transferable. Access is granted exclusively to the individual member named at application. Sharing login credentials, access links, Playbook content, deal drops, concierge contact details, or any Society material with any non-member — in any form, partial or complete, through any medium — constitutes a material breach of these Terms and grounds for immediate termination without warning, without notice, and without refund of any amount paid.

3. Launch Date & Access Delivery

Full platform access is granted on the confirmed launch date: June 1st, 2026. Members will be notified by email no less than 14 days in advance. The Upgrade Society accepts no liability for missed or delayed access resulting from a member's failure to provide accurate contact information, failure to monitor their registered email, or any technical issue on the member's end including spam filtering, device failure, or email forwarding errors.

4. Allocation Policy

Founding membership is limited to 50 members, confirmed strictly in order of payment receipt.

• A $499 deposit secures an allocation pending balance payment — refundable only under the pre-launch conditions set out at /refund, and only where no access has been granted
• Full payment of $4,501 confirms an allocation immediately and irrevocably
• Allocations are strictly non-transferable, non-assignable, and non-gifted under any circumstance
• Waitlist positions confer no rights, no guaranteed admission, and no entitlement to any specific price point
• The Upgrade Society reserves the right to reject any application at its sole discretion with no obligation to provide a reason

5. Pricing

• Founding Member price: $5,000 total ($499 deposit + $4,501 balance, or $4,501 pay-in-full)
• Future membership price from second intake onwards: $10,000 — Founding Members who are terminated, who allow membership to lapse beyond the grace period, or who voluntarily cancel are not entitled to the Founding price under any circumstances upon re-application
• Year 2 renewal (active Founding Members in good standing): $997/year, permanently locked subject to Section 10
• All prices are in USD. The Upgrade Society is not responsible for foreign transaction fees, currency conversion, or bank-applied charges of any kind

6. Concierge Services

Concierge bookings are facilitated on a member's behalf and are subject to a request fee charged prior to sourcing:

• Hotels and commercial flights: $99 per request
• Private aviation: $299 per request
• Complex or bespoke arrangements: $499 per request

Request fees are refunded in full only where no suitable option matching the member's stated requirements exists. If a suitable option is presented and declined by the member, the request fee is forfeited without exception. A service fee applies on all completed bookings. Full fee schedules are provided inside the Society upon launch and may be updated with reasonable notice to active members. The Upgrade Society acts as a facilitator only and is not a licensed travel agency. We are not liable for third-party service failures, cancellations, pricing changes, or any loss arising from a completed booking.

7. Refund Policy

The complete refund policy is at /refund. The binding summary is as follows:

• All deposits and payments are fully refundable by written request to [email protected] prior to the confirmed launch date, provided no access to any member-only content has been granted or accessed in any form
• Once access to any part of the Society's platform, Playbook, concierge services, deal drops, or community has been granted — in whole or in part — all payments are permanently non-refundable under all circumstances without exception
• No partial refund of any kind is available post-access, regardless of how much of the membership period remains
• Termination under Section 8 — for any reason, including misconduct — does not entitle the member to any refund of any amount paid
• Voluntary cancellation after access has been granted does not entitle the member to any refund of any amount paid

8. Conduct Standards, Termination & Consequences

Membership in The Upgrade Society is a privilege extended at our discretion, not a right. The following constitute grounds for immediate, permanent termination without warning, without notice, and without refund:

• Content sharing or redistribution: Sharing, reproducing, distributing, forwarding, selling, publishing, or otherwise disseminating any Society content — including the Playbook, deal drops, vendor contacts, concierge information, or community posts — with any non-member in any format, in whole or in part, through any medium whatsoever
• Credential sharing: Sharing login credentials, access links, or platform access with any person other than the registered member
• Harassment or threatening conduct: Engaging in threatening, abusive, discriminatory, or hostile conduct toward any member, Society staff, contractor, or vendor through any channel — including direct messages, public posts, email, or any other medium
• Defamation: Making false, misleading, or materially damaging public statements about The Upgrade Society, its founder, its members, or its vendors in any public forum, including social media, review platforms, or meritless legal filings
• Fraud or misrepresentation: Providing materially false information at any stage of the application or membership process, including misrepresentation of identity, financial capacity, intent, or professional background
• Chargeback abuse: Filing a payment dispute or chargeback with any payment processor, bank, or card issuer after access has been granted, without first submitting a written request to [email protected] and allowing 10 business days for resolution. Any chargeback filed after access is granted will be treated as fraudulent and disputed in full. The Upgrade Society will submit all evidence of access delivery, agreement to these Terms, and the no-refund policy to the relevant processor and pursue full recovery of all chargeback fees, processing costs, lost revenue, legal costs, and associated damages through every available legal remedy
• Illegal use: Using the Society, its concierge services, vendor relationships, or community to facilitate any act unlawful under applicable federal, state, or international law
• Commercial exploitation: Using Society knowledge, content, frameworks, or vendor relationships to build, operate, advise on, invest in, or promote any competing commercial offering — directly or through any third party

The following may additionally result in termination at the sole and absolute discretion of The Upgrade Society, with or without notice, and with no obligation to provide a reason:

• Any conduct that, in our sole judgment, is inconsistent with the standards, values, or reputation of the Society
• Behaviour that negatively affects the experience, privacy, safety, or commercial interests of any other member
• Any pattern of bad-faith, exploitative, or extractive participation contrary to the spirit of membership
• Any act that, in our sole judgment, poses a risk to the Society's business operations, brand, vendor relationships, or legal standing
• Any public communication — including social media posts, stories, comments, or messages visible to non-members — that misrepresents the Society, its results, or its pricing in a manner likely to cause reputational or commercial harm

Consequences of termination are immediate and permanent: Upon termination for any reason, all access to the platform, Playbook, concierge services, deal drops, community, and all associated benefits is revoked immediately and permanently. No refund — partial or full — is issued for any amounts paid. All Founding Member privileges, including the locked renewal rate, are permanently and irrevocably forfeited. Where termination results from conduct that caused quantifiable harm to The Upgrade Society, its members, or its vendors, we reserve the right to pursue all available legal remedies including injunctive relief, claims for direct and consequential damages, disgorgement of any commercial benefit derived from misconduct, and full recovery of legal costs and enforcement expenses.

9. Suspension

At our sole discretion, The Upgrade Society may suspend a member's access at any time pending investigation of a potential conduct violation. Suspension requires no prior notice, does not constitute termination, and creates no refund, credit, or membership extension entitlement of any kind. If investigation finds no breach, access is reinstated. If investigation confirms a breach, Section 8 applies in full immediately. The Upgrade Society is not liable for any loss, cost, inconvenience, or harm suffered during a suspension period, regardless of outcome.

10. Renewal & Lapse

Founding Member renewal is offered at a permanently locked rate of $997/year, subject to the following:

• Members who do not renew by their annual renewal date will have platform, community, concierge, and deal drop access suspended within 7 days of that date
• The Upgrade Society Playbook, having been delivered at launch, is retained by the member upon lapse solely due to non-renewal — it is not revoked for non-renewal alone
• The $997 Founding Rate is held for a grace period of 60 days from the renewal date. Renewal within this period reinstates full access with no penalty. After 60 days, the Founding Rate is permanently forfeited and the individual is treated as a new applicant subject to the prevailing price, with no guarantee of admission
• Members terminated under Section 8 are permanently ineligible for reinstatement, re-application, or any form of membership at any price, under any circumstances, without exception
• Voluntary cancellation after access has been granted results in lapse at the end of the current membership year with no refund of any fees paid for that year

11. Intellectual Property

All content, systems, frameworks, methodologies, deal structures, vendor relationships, booking scripts, negotiation systems, and materials provided through The Upgrade Society — including without limitation the Playbook, deal drops, concierge frameworks, pricing knowledge, and any content generated within the community — are the exclusive intellectual property of The Upgrade Society Enterprises LLC. Members are granted a personal, revocable, non-exclusive, non-sublicensable, non-transferable licence to access and use these materials solely for their own private, non-commercial benefit during active membership. This licence confers no ownership, co-authorship, or derivative rights and is automatically revoked upon termination, lapse, or cancellation without any further action required by The Upgrade Society.

Any unauthorised reproduction, distribution, commercial use, or creation of derivative works based on Society content constitutes infringement and will be pursued through all available legal remedies including injunctive relief without bond, actual and statutory damages, disgorgement of profits, and full recovery of legal fees and enforcement costs.

12. Non-Compete & Non-Solicitation

During active membership and for 24 months following termination, lapse, or cancellation for any reason, you agree not to:

• Build, launch, operate, invest in, or materially contribute to any product, service, or community that directly competes with The Upgrade Society's core offerings — including luxury lifestyle membership societies, concierge access programmes, or educational products teaching premium access frameworks — whether independently or through any third party
• Directly or indirectly solicit, recruit, or encourage any Society member, vendor, or contractor to sever their relationship with The Upgrade Society for any competing purpose
• Use Society content, frameworks, vendor relationships, or proprietary knowledge as the substantive basis for any commercial offering

Breach of this section entitles The Upgrade Society to immediate injunctive relief without bond, in addition to all other available remedies. You acknowledge that a breach would cause irreparable harm for which monetary damages would be an inadequate remedy.

13. Disclaimer of Warranties

The Upgrade Society provides education, knowledge frameworks, and access facilitation. We make no guarantees of specific financial savings, booking outcomes, vendor pricing, availability, or results of any kind. Results depend entirely on individual action, market conditions, timing, member circumstances, and third-party availability. All content and services are provided "as is" and "as available." To the maximum extent permitted by applicable law, we disclaim all warranties, express or implied, including merchantability, fitness for a particular purpose, accuracy, completeness, and non-infringement.

14. Limitation of Liability

To the maximum extent permitted by applicable law, The Upgrade Society Enterprises LLC's total aggregate liability to any member shall not exceed the total amount paid by that member in the 12 months preceding the claim. Under no circumstances shall The Upgrade Society be liable for indirect, incidental, consequential, special, exemplary, or punitive damages of any kind — including loss of profit, loss of anticipated savings, loss of data, loss of goodwill, or business interruption — even if advised of the possibility of such damages and even if a remedy fails of its essential purpose.

15. Indemnification

You agree to indemnify, defend, and hold harmless The Upgrade Society Enterprises LLC, its founder, officers, contractors, vendors, and agents from and against any and all third-party claims, demands, damages, losses, liabilities, costs, and expenses — including reasonable legal fees — arising out of or relating to: (a) your use of the Society or any of its services; (b) your breach of any provision of these Terms; (c) your violation of any applicable law or third-party right; (d) any conduct falling under Section 8; or (e) any misrepresentation made in connection with your application or membership.

16. Dispute Resolution

Any dispute arising out of or relating to these Terms or your membership must first be submitted in writing to [email protected] with a clear description of the claim. If not resolved within 30 days of written notice, the dispute shall be resolved exclusively by binding arbitration administered by the American Arbitration Association (AAA) under its Consumer Arbitration Rules, conducted remotely in English. The arbitrator's decision is final, binding, and enforceable in any court of competent jurisdiction. Each party bears its own legal costs unless the arbitrator finds a claim or defence was frivolous or brought in bad faith, in which case costs and fees may be awarded against the non-prevailing party in full.

Class action waiver: You irrevocably waive any right to bring, join, or participate in any class action, class-wide arbitration, private attorney general action, or any representative or consolidated proceeding. All claims must be brought on an individual basis only.

Injunctive exception: Nothing in this section prevents The Upgrade Society from seeking immediate injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property, confidential information, or business interests where irreparable harm is at risk.

17. Governing Law

These Terms are governed by the laws of the State of Maryland, United States, without regard to conflict of law principles. Subject to Section 16, any proceedings not subject to arbitration shall be brought exclusively in the state or federal courts of Maryland, and you irrevocably consent to the personal jurisdiction of those courts.

18. Severability

If any provision is found unenforceable or invalid, it shall be modified to the minimum extent necessary to make it enforceable, or severed if modification is not possible, without affecting the remaining provisions.

19. Entire Agreement

These Terms, together with the Privacy Policy at /privacy and the Refund Policy at /refund, constitute the entire agreement between you and The Upgrade Society Enterprises LLC. They supersede all prior representations, communications, and agreements. No modification is valid unless made in writing by an authorised representative of The Upgrade Society Enterprises LLC. Informal communications — including email, DMs, WhatsApp, or verbal statements — do not constitute amendments.

20. Changes to These Terms

We reserve the right to update these Terms at any time. Material changes will be communicated by email and reflected in an updated effective date. Continued membership or platform access after that date constitutes unconditional acceptance. If you do not accept updated Terms, your sole remedy is voluntary cancellation — noting that the no-refund policy in Section 7 applies in full once access has been granted, regardless of the reason for cancellation.