Please read these Terms of Service (“Terms”) carefully before using the UPCOT platform. By creating an account, accessing any course, or otherwise using UPCOT (“Platform,” “we,” “us,” or “our”), you (“User,” “you,” or “your”) agree to be bound by these Terms. If you do not agree, you may not use the Platform.
These Terms apply to all users of the Platform, including individuals creating personal accounts and institutions purchasing organizational licenses. Where your institution has a separate written agreement with UPCOT, that agreement controls to the extent it conflicts with these Terms.
You may use the Platform only if you are at least 13 years old. If you are between 13 and 17, you represent that your parent or guardian has reviewed and agreed to these Terms on your behalf. If you are accepting these Terms on behalf of an organization, you represent that you have the authority to bind that organization.
Instructors enrolling students under 13 must obtain, document, and maintain verifiable parental consent for each such student prior to enrollment, as required by COPPA. UPCOT does not independently verify the ages of end users and relies on Instructors and institutions to comply with applicable age-verification and consent obligations. Instructors who enroll underage users without required consent assume full responsibility for any resulting COPPA liability.
We reserve the right to refuse access to anyone for any reason not prohibited by law.
You must provide accurate and complete information when creating an account. You are responsible for maintaining the confidentiality of your credentials and for all activity that occurs under your account. Notify us immediately at legal@upcot.com if you suspect unauthorized access.
All new accounts are assigned Guest status upon creation. Elevated roles (Moderator, Administrator) are granted by platform administrators at their discretion or pursuant to an institutional agreement. Role assignments do not constitute a guarantee of any particular level of access in perpetuity.
Each individual may maintain only one active account. Creating multiple accounts to circumvent restrictions, abuse free-trial periods, or evade a suspension is prohibited and may result in permanent termination of all associated accounts.
You retain ownership of any intellectual property rights you hold in the User Content you submit. UPCOT does not claim ownership over your original course materials, lesson plans, or assignment content.
By submitting User Content, you grant UPCOT a worldwide, royalty-free, non-exclusive, sublicensable license to host, store, reproduce, display, and transmit that Content solely as necessary to operate and improve the Platform. This license ends when you delete the Content or close your account, except to the extent copies have been made as part of standard backup procedures.
When you enroll in a Course, the Instructor grants you a limited, non-transferable license to view and use the Course Content for your personal, educational use only. You may not reproduce, distribute, sell, or publicly perform Course Content without the Instructor’s explicit written permission.
You agree not to submit User Content that:
We reserve the right to remove any User Content that violates these standards, without prior notice.
You agree not to:
Instructors are solely responsible for the accuracy, legality, and quality of their Course Content. UPCOT does not review Course Content prior to publication and does not guarantee the accuracy, completeness, or fitness of any Course for any purpose.
Enrollment in a Course constitutes agreement between the Student and the Instructor (and, where applicable, an institution) on the terms of that Course. UPCOT is not a party to that relationship except as the platform provider.
A Credential issued by UPCOT is a record that a User completed a specific Course on the Platform. UPCOT Credentials are not accredited academic degrees, professional licenses, certifications recognized by any governmental or industry body, or transcripts. UPCOT makes no representation that any Credential will be accepted by employers, academic institutions, or licensing authorities. Users are solely responsible for verifying the recognition of any Credential before relying on it for professional or academic purposes.
UPCOT reserves the right to revoke a Credential if it is determined that it was obtained through academic dishonesty, fraudulent activity, or in violation of these Terms. Before revoking a Credential, we will provide written notice to the affected User (at their account email) describing the reason for the proposed revocation and allowing 14 days to submit a written response with supporting evidence. We will consider any timely response before making a final determination. You may appeal a final revocation decision by emailing legal@upcot.com within 30 days. Revocation does not entitle the affected User to a refund.
The Platform includes optional AI-assisted tools for lesson planning and curriculum design. Instructors who use these features are clearly informed within the Platform interface that AI is being used to generate suggestions. These tools are intended as productivity aids and are not a substitute for professional pedagogical judgment. AI-generated suggestions may be inaccurate, incomplete, or inappropriate for a particular audience. Instructors are solely responsible for reviewing, editing, and approving all AI-generated content before publishing it to Students.
UPCOT does not use Student educational records, assignment submissions, or personally identifiable data to train third-party AI models. Anonymized, non-identifying queries submitted to AI planning tools may be used to improve UPCOT’s own AI features only with the Instructor’s consent, which is requested separately within the Platform. Instructors may opt out of this at any time in account settings.
Certain features of the Platform require a paid Subscription or a per-course fee. Fees are displayed at checkout and are subject to change. We will provide at least 30 days’ notice before increasing the price of an existing Subscription.
Payments are processed by Stripe, Inc. By purchasing a Subscription or Course, you authorize UPCOT and Stripe to charge your payment method on file. Subscriptions automatically renew unless cancelled before the renewal date.
All sales are generally final. We may issue refunds at our sole discretion in cases of technical failure that prevented access, duplicate charges, or other circumstances we determine warrant a refund. Refund requests must be submitted within 14 days of the charge. Partially used Subscription periods are not refundable. If your jurisdiction grants statutory refund rights (including EU consumer rights), those rights are not affected by this section.
Instructors who sell courses through the UPCOT marketplace receive payouts via Stripe Connect, subject to Stripe’s payout schedule and identity-verification requirements. UPCOT retains a platform fee on each sale as disclosed at the time of Instructor registration or as updated with 30 days’ notice. Taxes on Instructor earnings are the sole responsibility of the Instructor.
The Platform, its design, software, trademarks, service marks, and logos are the exclusive property of UPCOT and its licensors. Nothing in these Terms grants you any right to use UPCOT’s trademarks without our prior written consent. All rights not expressly granted are reserved.
If you believe content on the Platform infringes your copyright, please follow our DMCA notice procedure described in our Privacy Policy or email dmca@upcot.com.
Your use of the Platform is also governed by our Privacy Policy, which is incorporated by reference into these Terms. By using the Platform, you consent to the data practices described in the Privacy Policy.
The Platform may integrate with or link to third-party services (including YouTube, Stripe, and others). Those services are governed by their own terms and privacy policies. UPCOT is not responsible for the content, practices, or availability of any third-party service. Your use of third-party services is at your own risk.
THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, UPCOT EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. UPCOT DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT DEFECTS WILL BE CORRECTED. UPCOT DOES NOT WARRANT THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY CONTENT ON THE PLATFORM, INCLUDING AI-GENERATED CONTENT, COURSE MATERIALS CREATED BY THIRD-PARTY INSTRUCTORS, OR CREDENTIAL REPRESENTATIONS.
UPCOT IS NOT RESPONSIBLE FOR ANY HARM RESULTING FROM YOUR RELIANCE ON ANY INFORMATION OBTAINED FROM THE PLATFORM, OR FOR ANY CONDUCT OF OTHER USERS ON OR OFF THE PLATFORM.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL UPCOT, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA, LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE, OR SYSTEM FAILURE, ARISING FROM OR IN CONNECTION WITH THESE TERMS OR YOUR USE OF OR INABILITY TO USE THE PLATFORM, EVEN IF UPCOT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN ANY CASE, UPCOT’S TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE PLATFORM WILL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES YOU PAID TO UPCOT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM; OR (B) ONE HUNDRED U.S. DOLLARS ($100.00).
Some jurisdictions do not allow the exclusion or limitation of certain damages. In those jurisdictions, our liability is limited to the maximum extent permitted by law. The limitations above do not affect liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) any liability that cannot be excluded or limited by applicable law, including statutory rights under consumer protection laws; or (d) UPCOT’s intentional misconduct or gross negligence.
Note regarding COPPA: If we are found to have violated COPPA, federal statutory damages may apply and are not subject to the above limitation to the extent mandated by applicable law.
You agree to defend, indemnify, and hold harmless UPCOT and its affiliates, officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or in any way connected with: (a) your access to or use of the Platform; (b) your User Content; (c) your violation of these Terms; (d) your violation of any third-party right, including intellectual property, privacy, or publicity rights; or (e) any claim that your User Content caused damage to a third party.
You may stop using the Platform at any time. To delete your account, email legal@upcot.com. Termination does not entitle you to a refund of any prepaid fees.
We may suspend or terminate your account immediately, without prior notice or liability, if you breach these Terms or if we reasonably believe your use poses a risk to the Platform, other users, or us. We will make reasonable efforts to notify you of the reason for termination unless doing so would compromise a security investigation or is prohibited by law.
Upon termination, your right to access the Platform ceases immediately. Sections 4.2, 9, 12, 13, 14, 16, 17, and 18 survive termination. Issued Credentials remain publicly verifiable unless separately revoked.
Before initiating formal proceedings, you agree to contact us at legal@upcot.com and attempt in good faith to resolve any dispute informally for at least 30 days.
If informal resolution fails, you and UPCOT agree to resolve any dispute exclusively through binding individual arbitration administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (available at adr.org). The arbitration shall be conducted in English. The arbitrator shall be selected pursuant to AAA Consumer Arbitration Rules. UPCOT will pay all AAA administrative fees and arbitrator fees for any individual claim where the amount in dispute is less than $75,000; for claims of $75,000 or more, fees shall be allocated per AAA Consumer Arbitration Rules. The arbitration will take place in the county where you reside, or at a mutually agreed location, or by videoconference/phone at either party’s request. The arbitrator’s award will be final and binding and may be entered as a judgment in any court of competent jurisdiction.
The following claims are excluded from arbitration and may be brought in court: (a) claims within the jurisdiction of a small-claims court; (b) claims for injunctive or other equitable relief to stop unauthorized use or abuse of the Platform; (c) claims where applicable law expressly prohibits mandatory arbitration.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AND UPCOT EACH WAIVE THE RIGHT TO PARTICIPATE IN A CLASS ACTION, CLASS ARBITRATION, OR OTHER REPRESENTATIVE ACTION OR PROCEEDING. YOU MAY BRING CLAIMS ONLY IN YOUR INDIVIDUAL CAPACITY.
You may opt out of the arbitration agreement by sending written notice to legal@upcot.com within 30 days of first accepting these Terms. Your notice must include your name, account email, and a clear statement that you opt out of arbitration. Opting out does not affect any other provision of these Terms.
These Terms are governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict-of-law principles. For any matters not subject to arbitration, you consent to exclusive jurisdiction and venue in the state or federal courts located in Orange County, Florida.
These Terms, together with the Privacy Policy and any supplemental terms applicable to specific features, constitute the entire agreement between you and UPCOT with respect to the Platform and supersede all prior agreements.
If any provision of these Terms is found to be invalid or unenforceable, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions will remain in full force and effect.
Failure by UPCOT to enforce any right or provision of these Terms will not constitute a waiver of that right or provision. Any waiver must be in writing and signed by an authorized representative of UPCOT.
You may not assign or transfer these Terms, by operation of law or otherwise, without UPCOT’s prior written consent. UPCOT may assign these Terms without restriction.
UPCOT will not be liable for any delay or failure to perform resulting from causes beyond its reasonable control, including natural disasters, acts of government, internet or power outages, or third-party service failures.
We may modify these Terms at any time. When we make material changes, we will provide at least 14 days’ notice by email or prominent Platform notice before the changes take effect. Continued use of the Platform after the effective date of the modified Terms constitutes acceptance. If you do not agree to the modified Terms, you must stop using the Platform and may request account deletion.
For legal inquiries: legal@upcot.com