Terms of Service

By accessing this website, creating an order, or engaging Upstream Growth LLC (“Upstream Growth,” “we,” “us,” or “our”) for any service or digital product, you agree to be bound by these Terms of Service (the “Terms”). If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity.

If you do not agree with any part of these Terms, do not use the site or purchase our services.

Upstream Growth LLC is a United States limited liability company providing business management, operating advisory, and productized digital engagements to ecommerce brands and small operating businesses. Nothing on this site constitutes legal, tax, accounting, investment, or other professional advice.

You must be at least 18 years old and able to form a binding contract to use this site or purchase services. Our services are designed for businesses and business operators, not consumers. You agree to provide accurate, current, and complete information when placing an order or contacting us.

The engagements listed in our Shop and Services pages are productized professional services and digital deliverables (collectively, “Services”). Unless an order or separate written agreement (a “Statement of Work”) says otherwise:

• Services are delivered remotely on a reasonable-effort basis within the scope and timeline described at the time of purchase.
• Deliverables consist of written strategy, playbooks, templates, audits, reviews, recorded sessions, and similar digital materials.
• We rely on information, access, and timely feedback from you. Delays or inaccuracies on your side may extend timelines or affect outcomes.
• We may decline or end an engagement that we judge to be outside our competence, in conflict with another client, or inconsistent with these Terms.

Prices shown in the Shop are in U.S. dollars and are exclusive of any applicable sales tax, VAT, GST, or similar taxes, which you are responsible for paying where required by law. We may update pricing at any time, but changes do not apply to orders already accepted.

Placing an order is an offer to purchase. An order is only accepted when we confirm it in writing (including by email). We may decline or cancel an order at our discretion, for example where pricing or product information was displayed in error, where we cannot verify your information, or where we believe the order is fraudulent or in violation of these Terms. If we cancel an accepted order before delivery, we will refund any amounts paid for the undelivered portion.

Unless otherwise agreed in writing, fees are due in full at the time of order, and work begins after payment is received and onboarding is complete. Custom or retainer engagements may be invoiced under separate payment terms set out in a Statement of Work. Overdue balances may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, and we may suspend or terminate Services for non-payment.

Because our Services are digital and delivered through professional time, purchases are generally non-refundable once work has begun. The following principles apply:

• You may cancel an order for a full refund before we have started work or delivered any materials. Contact us promptly at partners@upstreamgrowth.com.
• Once work has begun, fees are earned in proportion to the work performed and are non-refundable, except where required by law.
• If we materially fail to deliver an engagement as described and cannot remedy it within a reasonable period, we will issue a prorated refund for the undelivered portion as your sole remedy.
• Chargebacks initiated without first contacting us in good faith are a material breach of these Terms.

All content on this site and within our Services—including text, frameworks, playbooks, templates, methodologies, brand assets, and software—is owned by Upstream Growth LLC or its licensors and is protected by copyright, trademark, and other laws.

On full payment, we grant you a non-exclusive, non-transferable, worldwide license to use deliverables we prepare specifically for you internally within your business. Pre-existing materials, generic templates, and methodology remain our property and may be reused with other clients. You may not resell, sublicense, or publicly distribute our deliverables, templates, or playbooks.

You retain ownership of materials, data, and account access you provide to us (“Client Content”). You grant us a limited license to use Client Content solely to deliver the Services. You are responsible for having the rights and permissions to share Client Content with us and for keeping your own backups. Where you grant us access to third-party systems (such as advertising accounts, analytics, ecommerce platforms, or email tools), you authorize us to act on your behalf within the scope of the engagement.

Each party agrees to protect the other’s non-public business information disclosed in connection with the Services and to use it only to perform or receive the Services. Confidentiality obligations do not apply to information that is public through no fault of the receiving party, independently developed, or required to be disclosed by law. We may identify you as a client and describe the general nature of our work unless you ask us not to in writing.

You agree not to use the site or Services to:

• violate any law, regulation, or third-party right;
• transmit content that is unlawful, infringing, deceptive, harassing, or harmful;
• interfere with the site’s operation, attempt unauthorized access, or probe its security;
• scrape, harvest, or use automated means to collect content or data from the site without our written permission;
• engage in any activity that would expose us to regulatory, reputational, or legal risk.

The Services may involve, recommend, or integrate with third-party tools, platforms, or providers. We are not responsible for the availability, accuracy, terms, or practices of any third party, and your use of third-party services is governed by their own terms.

The site and Services are provided on an “as is” and “as available” basis. To the maximum extent permitted by law, Upstream Growth disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranties arising from course of dealing or trade usage.

We do not warrant any specific revenue, growth, ranking, traffic, conversion, or other business result. Examples, projections, and case studies are illustrative only. Your results depend on factors outside our control, including your market, execution, and decisions.

To the maximum extent permitted by law, Upstream Growth and its members, officers, employees, and contractors will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, data, goodwill, or business opportunity, arising out of or related to the site or the Services, even if advised of the possibility of such damages.

Our total aggregate liability arising out of or related to these Terms and the Services will not exceed the greater of (a) the fees you paid to us for the specific engagement giving rise to the claim in the three (3) months preceding the event, or (b) one hundred U.S. dollars (US$100). These limitations apply regardless of the legal theory of the claim.

You agree to defend, indemnify, and hold harmless Upstream Growth and its members, officers, employees, and contractors from and against any claims, damages, liabilities, and reasonable expenses (including attorneys’ fees) arising out of or related to (a) your use of the site or Services, (b) Client Content or accounts you provide to us, (c) your products, services, or business operations, or (d) your breach of these Terms or violation of any law or third-party right.

We may suspend or terminate your access to the site or any engagement at any time, with or without notice, if we believe you have breached these Terms, if required by law, or if continuing the engagement creates undue risk. Sections that by their nature should survive termination (including intellectual property, confidentiality, disclaimers, limitation of liability, indemnity, and governing law) will survive.

Information you submit through this site (for example, contact forms, orders, and onboarding) is handled in line with our privacy practices and used to respond to inquiries, deliver Services, and operate the business. We do not sell personal information. By using the site, you consent to this handling.

We may update these Terms from time to time. The current version is always posted on this page with a “Last updated” date. Material changes will apply to orders placed after the change is posted. Your continued use of the site or purchase of Services after a change constitutes acceptance of the updated Terms.

These Terms are governed by the laws of the State of Delaware, United States, without regard to its conflict-of-laws rules. The exclusive jurisdiction and venue for any dispute that is not subject to arbitration will be the state and federal courts located in Delaware, and each party consents to that jurisdiction.

The parties will first attempt to resolve any dispute informally by good-faith negotiation for at least thirty (30) days after written notice. Any unresolved dispute will be finally resolved by binding arbitration on an individual basis under the rules of the American Arbitration Association. You and Upstream Growth waive any right to participate in a class action or class-wide arbitration. Either party may seek injunctive or equitable relief in court to protect intellectual property or confidential information.

These Terms, together with any Statement of Work or order confirmation, are the entire agreement between you and Upstream Growth regarding the Services and supersede any prior understandings. If any provision is held unenforceable, the remaining provisions will remain in effect. Our failure to enforce a right is not a waiver. You may not assign these Terms without our written consent; we may assign them in connection with a merger, acquisition, or sale of assets. Neither party is liable for delays or failures caused by events beyond reasonable control.

Upstream Growth LLC · partners@upstreamgrowth.com. For brand acquisitions, write to deals@upstreamgrowth.com.