Terms of Service

UpMentor is a software platform operated by Vertex Digital Labs LLC (“UpMentor”, “we”, “us”). Our registered office is 1209 Mountain Rd Pl NE Ste N, Albuquerque, NM 87110, United States.

UpMentor lets independent coaches (“Coaches”) publish offerings and collect payment from their clients (“Members”). We provide the product, hosting, and payment rails. We are not a party to the contract between a Coach and a Member, and we do not practise coaching or sell the Coach’s content ourselves.

In these Terms:

• “Platform” means the UpMentor websites, apps, and related services at https://upmentor.us.
• “Coach” (also Mentor) means a person or business that opens a studio and sells offerings on the Platform.
• “Member” (also Buyer) means a person who buys or accesses an offering.
• “Offering” means a course, membership, digital download, webinar, coaching call, or other product a Coach publishes.
• “Platform Fee” means the $19.90 per month subscription we charge a Coach after their first paying client.

You must be at least 18 years old and able to form a binding contract. You are responsible for the accuracy of the information you give us and for keeping your account secure.

We may refuse, suspend, or close an account if we reasonably believe these Terms have been broken, a payment has been disputed in bad faith, or the law requires it.

You keep all rights in the content you upload. You grant us a limited licence to host, display, and transmit that content so we can run the Platform.

You are responsible for your offerings: descriptions, delivery, taxes, consumer law that applies to you, and refunds you choose to give. Purchases are between you and the Member.

The Platform Fee is $19.90 per month, billed only after your first paying client. There is no commission on sales. Coaches pay Stripe’s processing fees on those charges.

You must complete Stripe Connect onboarding before you can take live payments. Stripe’s Connected Account Agreement applies to you in addition to these Terms.

When you buy an offering, you contract with the Coach, not with us. Payment is collected by Stripe on the Coach’s connected account.

Access to digital content is personal to you. Do not share login details or redistributed files. We may revoke access if a purchase is reversed or an account is closed.

Refunds for offerings are set by the Coach. See the Refund and cancellation policy.

Card details are handled by Stripe. We do not store full card numbers.

Offering charges are direct charges on the Coach’s Stripe Connect account. The Platform Fee is billed separately to the Coach on our Stripe account.

Prices are set by the Coach and shown before checkout. Currency and tax handling follow Stripe and the Coach’s Connect settings.

You may not use the Platform to:

• Sell illegal, harmful, or infringing content, or content you do not have the right to sell.
• Harass, defraud, or impersonate anyone.
• Interfere with the service, scrape it without permission, or probe it for vulnerabilities except through a coordinated disclosure.
• Process payments for goods or services unrelated to the published offering.

The Platform, including the UpMentor name, marks, and software, is owned by Vertex Digital Labs LLC. Coaches own their content. Members receive a personal licence to access purchased offerings, not ownership of the underlying materials.

THE PLATFORM IS PROVIDED “AS IS”. TO THE FULLEST EXTENT PERMITTED BY LAW, Vertex Digital Labs LLC DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

We do not warrant that a Coach will deliver an offering, that content is accurate, or that the service will be uninterrupted. Coaching results vary.

TO THE FULLEST EXTENT PERMITTED BY LAW, Vertex Digital Labs LLC WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, OR GOODWILL.

Our total liability for claims relating to the Platform is limited to the Platform Fees you paid us in the three months before the claim, or one hundred US dollars (US$100), whichever is greater. This does not limit liability that cannot be limited under applicable law.

You will indemnify Vertex Digital Labs LLC against claims, damages, and costs (including reasonable legal fees) arising from your content, offerings, taxes, refunds, chargebacks, or your breach of these Terms.

You may close your account at any time from settings, subject to unpaid fees. We may suspend or terminate access if you breach these Terms or if we stop offering the service.

Sections that by their nature should survive (including payments already due, IP, disclaimers, liability, indemnity, and governing law) survive termination.

These Terms are governed by the laws of the State of New Mexico, United States, without regard to conflict-of-law rules. Courts located in Bernalillo County, New Mexico have exclusive jurisdiction, except that we may seek injunctive relief in any court of competent jurisdiction.

We may update these Terms. The “Last updated” date at the top of this page will change. Continued use after a change means you accept the new Terms. If a change is material we will try to give reasonable notice by email or in the product.

Questions: hello@upmentor.us. Vertex Digital Labs LLC, 1209 Mountain Rd Pl NE Ste N, Albuquerque, NM 87110, United States.