Terms of Service

Effective October 20, 2026

These Terms of Service ("Terms") govern access to and use of the UpgradeMFG platform, including the websites at beta.upgrademfg.com, its applications, APIs and related services (the "Service"), provided by Upgrade Manufacturing, Inc. ("Upgrade Manufacturing", "we", "us"). By creating an account, accepting an invitation or using the Service, you agree to these Terms on behalf of yourself and the organisation you represent ("you", "Customer"). If you do not agree, do not use the Service.

If you and Upgrade Manufacturing have signed a separate written agreement covering the Service, that agreement prevails over these Terms where they conflict.

1. Beta service

The Service is offered as a closed beta to invited business users. Features may change, be limited or be removed at any time, and the Service may be interrupted, suspended or discontinued with or without notice. Beta software can contain errors and data may be lost: keep your own copies of any data you rely on. Unless otherwise agreed in writing, the beta is provided free of charge.

2. Eligibility and accounts

  • The Service is intended for business use by individuals at least 18 years old who are authorised to act for their organisation.
  • Accounts are created by invitation from us or from an administrator of your organisation. You must provide accurate information and keep it up to date.
  • You are responsible for keeping your credentials and authenticator secure and for all activity under your account. Tell us promptly at team@upgrademfg.com if you suspect unauthorised access.
  • Organisation owners and administrators control membership, roles and settings for their organisation, including whether our staff may access it for support.

3. Your data

You keep all rights in the data, files and other content that you or your users submit to the Service, such as work orders, routings, machines, schedules, uploaded files and AI assistant conversations ("Customer Data"). You grant us a worldwide, non-exclusive, royalty-free licence to host, copy, process and display Customer Data only as needed to provide, secure, support and improve the Service for you and as described in our Privacy Policy. You are responsible for having the rights and consents needed to submit Customer Data, including any personal data of others.

4. AI features

Parts of the Service use machine-learning models, including third-party models, to analyse data and suggest schedules, mappings or other outputs. AI output can be incomplete or wrong. You are responsible for reviewing output before relying on it, especially for production, safety, quality or commercial decisions. We do not use Customer Data to train AI models.

5. Acceptable use

You agree not to, and not to allow others to:

  • use the Service in violation of any law or the rights of others;
  • share your account, or access the Service other than through the interfaces we provide;
  • probe, scan or test the security of the Service, or circumvent authentication, rate limits or access controls, without our prior written permission;
  • upload malware, or interfere with or place an unreasonable load on the Service or its infrastructure;
  • copy, modify, reverse engineer or create derivative works of the Service, except where the law expressly permits it;
  • use the Service to build a competing product, or resell or sublicense it.

We may suspend access that we reasonably believe violates this section or puts the Service or other customers at risk.

6. Our intellectual property and feedback

The Service, including its software, models, designs and documentation, is owned by Upgrade Manufacturing and its licensors and is protected by intellectual property laws. Except for the limited right to use the Service under these Terms, no rights are granted to you. If you send us suggestions or feedback, we may use them without obligation to you.

7. Confidentiality

Non-public information about the beta, including its features, performance and documentation, is our confidential information. Please do not disclose it to third parties without our consent. We treat Customer Data as your confidential information.

8. Termination

You may stop using the Service at any time and ask us to close your account or organisation. We may suspend or end your access at any time, including when the beta ends. On request made within 30 days after termination, we will make reasonable efforts to provide an export of your organisation's Customer Data; after that we may delete it. Sections 3 (licence for retained data only), 6, 7, 9, 10 and 12 survive termination.

9. Disclaimer of warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE". TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ANY WARRANTY THAT THE SERVICE OR ITS OUTPUT WILL BE ACCURATE, UNINTERRUPTED, SECURE OR ERROR-FREE.

10. Limitation of liability

TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, PRODUCTION OR DATA, EVEN IF ADVISED OF THEIR POSSIBILITY. OUR TOTAL LIABILITY ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE GREATER OF THE AMOUNTS YOU PAID US FOR THE SERVICE IN THE 12 MONTHS BEFORE THE CLAIM AND ONE HUNDRED US DOLLARS (US$100).

11. Changes to these Terms

We may update these Terms from time to time. We will post the new version here with a new effective date and, for material changes, notify account holders by email or in the Service. Continued use after the effective date means you accept the updated Terms.

12. Governing law

These Terms are governed by the laws of the State of Delaware, USA, without regard to its conflict-of-laws rules. The state and federal courts located in Delaware have exclusive jurisdiction over any dispute arising out of these Terms or the Service.

13. Contact

Upgrade Manufacturing, Inc.
2 Burlington Woods Dr, Ste 100, Unit 20, Burlington, MA 01803, United States
team@upgrademfg.com