Last updated: 01 December 2025
Effective date: 01 December 2025

Welcome to UpGro Media (“UpGro”, “we”, “us”, “our”). These Terms & Conditions (“Terms”) govern your use of upgromedia.com (the “Website”) and, where applicable, any proposal, order, statement of work, subscription, or service agreement you enter into with us (collectively, the “Services”).

By accessing the Website or engaging our Services, you agree to be bound by these Terms and our Privacy Policy. If you do not agree, please do not use the Website or our Services.

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1) Company & Contact

UpGro Media
3rd Floor, 6/77, Vineet Khand 6, Gomti Nagar, Lucknow, Uttar Pradesh 226010, India
Phone: +91 75174 35693
Email: infoupgro@gmail.com
Grievance Officer (India – DPDP Act): Dhiraj Jaiswal – privacy@upgromedia.com

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2) Eligibility & Scope

• You must be at least 18 years of age to use the Website or engage our Services.
• These Terms apply to all visitors, users and clients, including personnel acting on behalf of a business or clinic/hospital.

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3) Changes to Terms

We may revise these Terms at any time by posting an updated version on this page. The “Last updated” date above indicates the latest version. Continued use of the Website/Services after changes constitutes acceptance.

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4) Website Terms of Use (Acceptable Use)

You agree that you will not:

1. Violate any applicable law or regulations (including advertising/healthcare rules).
2. Upload or transmit malicious code, scraping bots, or perform security probing without written permission.
3. Copy, reverse-engineer, frame or mirror any part of the Website except as allowed by law.
4. Use the Website to send spam, mislead, defraud, or infringe any IP or privacy rights.
5. Post or transmit any unlawful, defamatory, obscene, or otherwise objectionable content.

We may restrict or terminate access to the Website for any breach.

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5) No Medical Advice

UpGro Media is a marketing agency. We do not provide medical advice, diagnosis, or treatment. Content on the Website is for informational/marketing purposes only.

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6) Privacy & Data Protection

Your privacy is important to us. Please review our Privacy Policy to understand how we collect and process personal data under the Digital Personal Data Protection Act, 2023 (India) and applicable foreign laws (e.g., GDPR).
For client work where UpGro processes personal data on your behalf, a Data Processing Addendum (DPA) may apply upon request, and you remain the Data Controller.

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7) Intellectual Property

• The Website, its design, text, graphics, logos, icons, code and all other content are protected by copyright and other laws and are the sole property of UpGro or our licensors.
• You are granted a limited, revocable, non-transferable license to access and use the Website for personal/business evaluation purposes only.
• Trademarks, product names and logos are the property of their respective owners.

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8) Proposals, Quotes & Service Agreements

Any proposal, quotation, order form, invoice, email confirmation or statement of work issued by UpGro (each, an “Order”) together with these Terms constitute the full agreement for your Services. In case of conflict, the Order prevails for commercial specifics; these Terms prevail for legal provisions.

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9) Client Obligations (for Services)

You agree to:

1. Provide accurate information, timely approvals, brand assets, and necessary access (ad accounts, analytics, website, CRM, hosting, etc.).
2. Maintain ownership and licensing of all client-supplied materials and warrant that they do not infringe third-party rights.
3. Comply with relevant advertising/sectoral regulations (e.g., medical/healthcare advertising rules, platform policies).
4. Maintain sufficient balances with ad platforms, pay platform bills, and keep credentials secure.
5. Appoint UpGro as an authorized admin/user where needed to perform Services.

Delays or failures to deliver inputs/approvals may impact timelines, cost, and performance.

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10) Deliverables & Ownership

• Upon full and cleared payment, the final, client-approved deliverables (e.g., website front-end code, approved designs) are assigned to you excluding:
  • UpGro’s pre-existing IP, processes, know-how, templates;
  • Third-party software, plugins, fonts, stock images/videos, libraries (subject to their licenses);
  • Source files / working files unless expressly included in your Order.
• UpGro retains the right to display work in portfolios, case studies, and marketing, unless your Order/DPA states otherwise in writing (e.g., confidential projects).

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11) Timelines & Revisions

• Timelines in proposals are estimates and assume timely inputs/approvals.
• Each scope includes a defined number of revisions (as per your Order). Additional revisions/changes or scope creep are billed separately at the then-current rates.

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12) Fees, Invoicing, Taxes & Late Payments

• Retainers & project fees are typically payable 100% in advance (unless otherwise agreed in writing).
• Ad spends are paid directly by you to the relevant platforms (Google, Meta, LinkedIn, etc.). UpGro is not responsible for platform billing or refunds.
• Prices are exclusive of taxes (e.g., GST). Applicable taxes are charged extra.
• Invoices are due on receipt unless stated otherwise. Late payments may attract interest at 1.5% per month (or the maximum permitted by law) plus recovery costs. UpGro may pause Services for overdue amounts.

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13) Refunds & Cancellations

• Setup fees, discovery/strategy fees, one-time design/development fees, and the current month’s retainers are non-refundable once work starts.
• You may cancel a monthly retainer by giving 14 days’ written notice before the next billing cycle.
• Unused ad balances remain with the respective ad platforms under their policies; UpGro cannot issue refunds for third-party platforms.

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14) Third-Party Tools & Dependencies

Our work may rely on third-party tools, APIs, plugins, hosting, payment gateways, or ad platforms. You acknowledge:

• Such platforms are governed by their own terms/policies, beyond UpGro’s control.
• Platform changes, suspensions, or outages can affect performance or deliverables.
• Any third-party fees/subscriptions are payable by you unless explicitly included.

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15) Performance Disclaimer (SEO, Ads, Leads)

Marketing inherently depends on competition, budget, seasonality, product-market fit, and platform rules. UpGro does not guarantee specific rankings, CPL/CPA, ROAS, traffic, lead volume, conversions, revenue, or any particular outcomes. We provide best-effort professional services as per agreed scope.

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16) Quality of Leads & Compliance (Healthcare)

Lead quality depends on market factors and user behavior. No guarantee is made that leads will convert into paying customers/patients. For healthcare ads, you are responsible for ensuring all claims are truthful, compliant, and approved per applicable medical advertising laws and platform policies. UpGro may refuse content it believes is unlawful or misleading.

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17) Post-Launch Warranty (Web Projects)

For website builds launched by UpGro, we provide a 15-day post-launch bug-fix window for defects attributable to our work (excludes new feature requests, third-party/plugin conflicts, hosting/server issues, or client edits). Ongoing maintenance, updates, backups, and security are available via AMC/support plans.

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18) Confidentiality

Each party agrees to keep the other’s non-public information confidential and use it solely for performing the Services, except where disclosure is required by law or with written consent.

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19) Non-Solicitation (optional)

During the engagement and for 6 months thereafter, you agree not to solicit for employment any UpGro employees or contractors directly involved in your project, without our written consent.

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20) Limitation of Liability

To the maximum extent permitted by law:

• UpGro will not be liable for indirect, incidental, special, consequential, punitive or exemplary damages, or loss of profits, revenue, data or goodwill.
• UpGro’s total aggregate liability for any claim arising out of or relating to the Website or Services shall not exceed the amount actually paid by you to UpGro for the specific Service during the three (3) months preceding the event giving rise to the claim.

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21) Indemnity

You agree to indemnify, defend and hold harmless UpGro, its directors, employees and agents from and against all claims, damages, liabilities, costs and expenses arising out of (a) your breach of these Terms; (b) your content, products or services; (c) your violation of any law or third-party right; (d) misuse of platform accounts or licenses.

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22) Force Majeure

Neither party is liable for delays or failures caused by events beyond reasonable control (e.g., natural disasters, war, strikes, government actions, major platform outages). Timelines will be extended accordingly.

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23) Termination

• Either party may terminate Services for material breach not cured within 10 days of written notice.
• Upon termination, you will pay for all Services performed up to the termination date and any committed costs. Certain clauses (IP, confidentiality, limitation of liability, indemnity, payment, governing law) survive termination.

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24) Electronic Communications & WhatsApp

By contacting us or clicking WhatsApp/Call/Submit buttons, you consent to receive communications (emails, WhatsApp/SMS, calls) related to your inquiry or Services. You may opt out at any time.

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25) Governing Law, Dispute Resolution & Jurisdiction

• These Terms are governed by the laws of India.
• Any disputes shall first be attempted to be resolved through good-faith negotiations within 30 days.
• Subject to the foregoing, the courts at Lucknow, Uttar Pradesh, India shall have exclusive jurisdiction.

(If you prefer arbitration, replace the last bullet with: “Disputes shall be finally resolved by arbitration in Lucknow under the Arbitration & Conciliation Act, 1996 by a sole arbitrator appointed mutually. The language shall be English.”)

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26) Severability, Waiver, Assignment

If any provision is held invalid, the remaining provisions will continue in full force. Failure to enforce a provision is not a waiver. You may not assign your rights or obligations without our written consent; we may assign in connection with a merger or sale.

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27) Entire Agreement

These Terms together with your Order/Proposal/Invoice and our Privacy Policy constitute the entire agreement between you and UpGro regarding the Website/Services and supersede all prior communications.

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28) Notices

Official notices must be sent to infoupgro@gmail.com and will be deemed received when acknowledged by us in writing. Physical notices can be sent to our address listed in Section 1.