All Access Terms of Use

1. Definitions

The following terms have specific meanings throughout this agreement:

2. Program Overview & Eligibility

2.1 Two-Tier Loyalty Structure

Upmos All Access is a two-tier loyalty program consisting of Upmos Liberty (free) and Upmos Honors (paid subscription). Both tiers are designed to reward your purchases on the Upmos marketplace with tangible benefits.

2.2 Upmos Liberty (Free Tier)

Upmos Liberty is automatically available to every registered Upmos account holder at no cost. Liberty members earn 3% Cash Back on every Qualifying Purchase. There is no subscription fee, no annual commitment, and no minimum purchase requirement to participate.

2.3 Upmos Honors (Paid Tier)

Upmos Honors is our premium, points-based rewards membership. Honors members earn 100 Points for every $1 spent on Qualifying Purchases, unlock milestone reward tiers, and gain access to exclusive eGift Card rewards. Honors requires an active paid subscription.

2.4 Eligibility Requirements

To participate in Upmos All Access (either tier), you must:

• Be at least 18 years of age or the age of majority in your jurisdiction
• Be a resident of an eligible country (see Section 2.7 for geographic availability and prohibited countries)
• Have an active Upmos account in good standing
• Have the authority to enter into binding contracts
• Not be suspended or banned from the Upmos marketplace
• For Honors: provide valid payment information for the membership fee

2.5 Acceptance of Terms

By creating an Upmos account, making a purchase on the Upmos marketplace, or subscribing to Upmos Honors, you acknowledge that you have read, understood, and agree to be bound by these All Access Terms of Use. If you do not agree to these terms, do not create an account or subscribe to Honors.

Electronic Consent: By clicking “Subscribe,” “I Agree,” “Sign Up,” or any similar affirmative action during account creation or Honors enrollment, you provide your electronic signature and consent to these terms in accordance with the U.S. Electronic Signatures in Global and National Commerce Act (E-SIGN Act) and applicable state Uniform Electronic Transactions Acts (UETA). This electronic acceptance has the same legal force and effect as a handwritten signature.

2.6 Membership Plans

Upmos Honors is available under two plan options:

Both plans are non-refundable. Taxes are not included and will be added at checkout.

2.7 Geographic Availability

Upmos All Access is available to eligible participants worldwide. All countries are welcome to participate, subject to the restrictions described below.

Prohibited Countries: Due to U.S. sanctions, trade embargoes, and logistical restrictions, Upmos cannot sell to, ship to, or extend program participation to individuals or entities located in the following countries and regions:

• Iran
• North Korea
• Sudan (including South Sudan)
• Syria
• Cuba
• Crimea Region of Ukraine

This list reflects current U.S. government sanctions and trade restrictions as of the effective date of this policy. Upmos reserves the right to update this list at any time in accordance with applicable laws and regulations, with appropriate notice provided to affected members.

3. All Access Benefits

3.1 Upmos Liberty Benefits

3.2 Upmos Honors Benefits

3.3 Liberty vs. Honors — Side-by-Side Comparison

3.4 Benefits Subject to Change

We reserve the right to modify, add, or remove benefits at any time with appropriate notice to Members. Reward values, Point earning rates, and tier thresholds are subject to change. Taxes are not included in any quoted values.

4. Rewards & Points Program

4.1 Liberty: Cash Back Program

Upmos Liberty Members earn a flat 3% Cash Back on every Qualifying Purchase. Cash Back is calculated on the Order Subtotal. Cash Back accrues in your Upmos account and can be redeemed or applied to future purchases subject to the following terms.

4.2 Liberty: Cash Back Redemption

Cash Back earned through the Liberty program is tracked in your Upmos account dashboard. The following redemption rules apply:

• Minimum Redemption: You must accumulate at least $5.00 in Cash Back before you may redeem.
• Redemption Methods: Cash Back may be applied as store credit toward a future Upmos purchase at checkout. Additional redemption methods (such as bank transfer or third-party processors) may be made available in the future and will be announced in your account dashboard.
• Automatic Application: Cash Back is available as a checkout option once the minimum threshold is met. You may choose to apply or save your balance at your discretion.
• Payout Timeline: Cash Back applied as store credit is reflected immediately at checkout. If alternative payout methods become available, estimated processing times will be listed in your account dashboard.
• No Cash Value: Cash Back credits have no cash surrender value except as described above and cannot be transferred, sold, or exchanged for currency outside the Upmos platform.
• Tax Reporting: Under longstanding IRS guidance (e.g., Rev. Rul. 76-96; subsequent private letter rulings), loyalty-program rewards earned through a customer’s own qualifying purchases are generally treated as price adjustments or rebates rather than taxable income, and as such are typically not 1099-reportable. However, the IRS has indicated that unrelated bonuses (e.g., sign-up bonuses, referral bonuses, birthday bonuses, and other rewards not tied to a member’s own purchase) may constitute taxable income. If the aggregate value of such non-purchase-linked bonuses earned by a member in a calendar year exceeds $600, Upmos may issue Form 1099-MISC in accordance with U.S. Internal Revenue Service regulations. You are solely responsible for reporting and paying any applicable taxes on rewards received. For international members, applicable local tax obligations may also apply. This paragraph is a general summary and is not tax advice; consult a qualified tax professional for guidance specific to your situation.
• Valuation for Tax Purposes: For IRS reporting, Upmos values eGift card rewards at their stated face value (e.g., a $100 Free Choice eGift card is reported as $100). Points are valued at their redemption rate of $0.025 per 100 points. Bonus points (sign-up, birthday, referral) are included in the aggregate annual total for threshold calculation purposes. Members who reach Duke / Duchess tier may exceed the $600 annual reporting threshold based on tier rewards alone — plan accordingly.

4.3 Honors: Points Earning

Upmos Honors Members earn Points instead of Cash Back. The base earning rate is 100 Points for every $1 spent on Qualifying Purchases. Points are awarded after the order is marked complete and are tracked in your Honors member dashboard.

4.4 Points Expiration & Grace Period

Points do not expire as long as your Honors Membership remains active and in good standing. If your Honors Membership lapses, is cancelled, or is terminated, you will have 90 days from the end of your paid membership period to redeem any remaining Points. Post-cancellation redemptions are limited to Upmos eGift Cards (Free Choice category) only — restaurant, entertainment, and travel eGift card categories (Going Dutch, Undertake, Showtime, Vacay Away) are not available during the post-cancellation redemption window. After 90 days, unredeemed Points will be forfeited. If you re-subscribe to Honors within the 90-day grace period, your Points balance will be restored in full and all reward categories become available again.

4.5 Account Inactivity & Dormancy

If your account has no earning or redemption activity for 18 consecutive months while maintaining an active Honors Membership, Upmos will send a dormancy notice to your registered email address. You will have 60 days from the date of the dormancy notice to make a Qualifying Purchase or redeem Points. If no activity occurs within the 60-day notice period, your Points balance may be forfeited under this Section. Loyalty-program points are expressly excluded from unclaimed-property statutes in most U.S. states (e.g., Cal. Code Civ. Proc. § 1520.5, Tex. Prop. Code § 72.1015); forfeiture under this Section is a contractual remedy and is not based on, nor does it cause, escheatment to any state. Where applicable state law specifically requires escheatment of accrued loyalty value, Upmos will comply. Liberty Cash Back balances are subject to the same 18-month inactivity threshold and notice process.

4.6 Honors: eGift Card Reward Catalog

Honors Members can redeem accumulated Points for curated eGift Card rewards from over 2,500 retailers and brands worldwide, delivered electronically via the Tremendous platform. The following rewards are available:

Reward availability, values, and specific brands are subject to change. eGift Cards are delivered electronically via the Tremendous platform and are subject to the terms and conditions of the issuing brand. Redemption options are powered by Tremendous and subject to Tremendous platform terms and conditions. Redemption values (the number of Points required for each reward) are displayed in your Honors member dashboard and may be updated from time to time.

4.6a Cash Redemption (Go Exclusive Only)

Go Exclusive members can convert accumulated Loyalty Points into cash through the Tremendous platform. Cash redemption is exclusively available to Go Exclusive members and is not available to standard Honors Annual Plan or Honors 3-Year Term subscribers.

Cash-Out Methods & Processing Times:

Minimum Cash Redemption: You must have at least $5.00 in equivalent Loyalty Points value before initiating a cash redemption.

Physical Prepaid Visa Cards: Go Exclusive members may also request a physical prepaid Visa card through the Tremendous platform. Physical cards are shipped to U.S. and Puerto Rico addresses only and typically arrive within 1–3 weeks of request. Standard shipping applies.

Important: Cash redemptions are final and non-reversible once processed through the Tremendous platform. Points converted to cash cannot be restored to your Points balance.

4.7 Referral Program

Honors Members may earn 50,000 Points for each Successful Referral. The following referral rules apply:

• A Successful Referral occurs when a referred individual creates an Upmos account using your unique referral link and completes at least one Qualifying Purchase within 90 days of account creation.
• Referral Points are credited to your account within 7 days after the referee’s first Qualifying Purchase is marked complete.
• There is a maximum of 50 Successful Referrals per calendar year per Member (800,000 Points cap).
• Self-referrals, duplicate accounts, and referrals made through paid advertising or spam are prohibited and will not be credited.
• FTC Endorsement Guides Disclosure (16 C.F.R. Part 255): Because referring members receive a material reward (50,000 Points, approximate value $12.50) for each Successful Referral, the FTC’s Endorsement Guides require referrers to clearly and conspicuously disclose their material connection to Upmos when promoting Upmos to potential referees on social media, blogs, video, email, messaging, or any other public-facing channel. Acceptable disclosures include #ad, #sponsored, “I get a referral bonus if you sign up,” or substantively equivalent language. Failure to disclose is the referrer’s individual obligation under federal law.
• CAN-SPAM Act (15 U.S.C. § 7701 et seq.): If you refer Upmos to others by email, you are responsible for ensuring that your messages comply with the CAN-SPAM Act, including accurate header information, non-misleading subject lines, valid physical postal address, and a functioning opt-out mechanism. Upmos disclaims any vicarious liability for non-compliant referral messages sent by you or on your behalf.
• Upmos reserves the right to revoke referral Points earned through fraudulent or abusive activity.

4.8 Qualifying Purchases

Not all purchases may qualify for Cash Back (Liberty) or Points (Honors). The following are excluded from reward earning:

• Returns, refunded orders, and cancelled orders
• Gift card purchases
• Taxes, shipping fees, and handling charges
• Membership fees (Honors subscription payments)
• Orders placed using 100% store credit or Cash Back

Check your account dashboard for specific qualification criteria.

4.9 Points Adjustments

If an order that earned Points is later returned or refunded, the corresponding Points will be deducted from your account. If your Points balance is insufficient to cover the deduction, your balance may become negative and must be restored before further redemptions.

4.10 Points Redemption Value

Upmos Honors uses a fixed redemption rate of $0.025 per 100 points. This means approximately 4,000 points = $1.00 in eGift card redemption value.

How Point Valuation Works

The value of a reward point varies significantly between programs and industries. While many programs aim for a baseline where 100 points equals $1.00 (1 cent per point), the actual redemption value depends on the program and how you use your points.

Basic Calculation Formulas

To determine the value of a single point or the total value of your balance, use the following formulas:

Upmos Example: V = $0.025 per 100 points (4,000 points = $1.00). If you have 3,000 points: (3,000 ÷ 100) × $0.025 = $0.75 in eGift card redemption value.

Industry Comparison: Points Required for $1.00 Value

Below is a breakdown of how many points or miles are typically required to equal $1.00 in redemption value at major companies:

4.11 Program Stacking & Tier Transitions

You earn rewards under one tier at a time. The following anti-stacking rules apply:

• No Dual Earning: You cannot earn both Liberty Cash Back and Loyalty Points on the same purchase. Your active tier at the time the order is placed determines which reward type is credited.
• Upgrade Mid-Order: If you upgrade from Liberty to Honors while an order is pending (placed but not yet completed), the order earns rewards based on your tier at the time the order was placed, not when it ships or completes.
• Same-Day Transition: If you switch tiers on the same day as a purchase, the tier that was active at the moment of checkout applies. Upmos does not retroactively reassign rewards.
• No Stacking with Go: Go Exclusive members who receive Honors as an included benefit participate in the Loyalty Points system only — they do not also accumulate Liberty Cash Back.
• Go Select Membership Proration at Tier Achievement: When an Honors Member reaches a tier that includes a free annual Go Select Membership (Knight, Duke / Duchess, Viceroy, Prince / Princess, Prime Minister, or Chancellor), the benefit is applied as a one-time annual gift membership for the tier year. If the Member already holds an active Go Exclusive subscription (monthly or annual) at the time of tier achievement, the remaining prepaid balance of their existing Go subscription will be prorated and credited to their Upmos account as store credit. The prorated amount is calculated based on the unused portion of the current billing cycle at the time the free tier benefit is activated. After the free tier year concludes, the Member’s Go subscription resumes at its original billing rate unless separately cancelled.
• Cash Back + Points Checkout: You may apply accrued Liberty Cash Back (as store credit) toward a purchase while earning Loyalty Points on the non-credit portion of the same order. Points are calculated on the cash-paid Order Subtotal only (i.e., the portion of the order paid by means other than store credit or Cash Back). An order paid 100% with store credit or Cash Back earns no Points (see Section 4.8). For example, on a $100 order paid $25 by Cash Back + $75 by card, Points accrue on the $75 cash-paid portion only.

5. Reward Tiers & Milestones

5.1 Honors Tier System

Upmos Honors Members progress through seven milestone tiers based on Cumulative Qualifying Spend within an allocated time frame. Each tier unlocks enhanced rewards and benefits. Tier progress is tracked automatically in your Honors member dashboard.

Time Frame Start Date: Your allocated time frame for the first tier (Ambassador) begins on your Honors subscription activation date. For subsequent tiers, a new time frame begins from the date you achieve the prior tier (see Section 5.3).

5.2 Tier Progression

Tier progress is based on your Cumulative Qualifying Spend within your allocated time frame as an active Honors Member. Once you reach a tier milestone, your tier status is updated and the associated benefits become available. Tier status is maintained as long as your Honors Membership remains active.

5.3 Milestone Achievement & Time Frame Reset

The Upmos All Access Honors program is built on the principle of achieving milestones — reaching designated spending thresholds within your allocated time frame. As you progress, each milestone you reach is recognized and rewarded accordingly.

The following rules govern milestone achievement and time frame resets:

• Progressive Advancement: Each time you reach a tier milestone within your allocated time frame, you advance to the next tier and unlock the associated rewards. Your progress carries forward as you move through Ambassador, Knight, Duke / Duchess, Viceroy, Prince / Princess, Prime Minister, and Chancellor.
• Sequential Time Frames: When you achieve a tier milestone, a new allocated time frame begins for the next tier, measured from the date of your advancement. For example, if you reach Ambassador on June 1, 2027, your 2-year Knight time frame runs from June 1, 2027 through June 1, 2029. Each tier’s time frame is independent and starts fresh upon advancement.
• Time Frame Reset: If you do not reach the next tier’s spend milestone before your allocated time frame expires, your milestone progress resets and you must begin again at the Ambassador tier. For example, if you have spent $1,800 toward the Knight milestone ($2,300) but your 2-year time frame elapses before reaching it, your tier progress resets to Ambassador.
• Timing & Spend: Success in the All Access program requires both meeting the cumulative spend threshold and doing so within the time frame set forth for each tier. The allocated time frames are: Ambassador (1 Year), Knight (2 Years), Duke / Duchess (3 Years), Viceroy (4 Years), Prince / Princess (5 Years), Prime Minister (6 Years), and Chancellor (7 Years).
• Earned Rewards Are Retained: Any rewards you have already selected and redeemed at a previously achieved tier are yours to keep, regardless of a subsequent reset.
• Membership Lapses Do Not Pause the Clock: If your Honors membership lapses due to payment failure or temporary cancellation, your allocated time frame continues to run as scheduled. The clock does not pause, toll, or extend during periods of inactivity or lapsed membership status.

5.4 Tier Benefits

Every tier you reach unlocks bigger rewards — from eGift cards and bonus points to free Go Select memberships and Double Up Fridays. The higher you climb, the more you earn back. Your full benefits are always visible in your Honors member dashboard.

5.6 Tier Retention & Re-Enrollment

The following rules govern tier status retention:

• Active Members: Your tier status is maintained as long as your Honors Membership remains active and paid.
• Cancellation — 5-Day Grace Period: If your Honors membership expires and you re-subscribe within 5 days from the end of your paid membership period, everything is retained — your tier time frame clock, your Cumulative Qualifying Spend, your tier status, and your Points balance. You pick up exactly where you left off.
• Cancellation — Hard Reset After 5 Days: If you do not re-subscribe within the 5-day grace period, your tier time frame, Cumulative Qualifying Spend, and tier status are permanently reset. If you later re-subscribe, you restart at Ambassador with $0 in qualifying spend and a new time frame from your new activation date. Your accumulated Points remain available for redemption only for 90 days from the end of your paid period, and post-cancellation redemptions are limited to Upmos eGift Cards (Free Choice category) only — all other reward categories are unavailable until you re-subscribe. See Section 4.4.
• Lapsed Membership: If your membership lapses due to payment failure, you have 30 days to update your payment method and retain your tier status. After 30 days, tier progress may be reset. Note: Your allocated time frame continues to run during a payment lapse (see Section 5.3) — the 30-day grace period protects your tier status but does not pause or extend your time frame.
• Upgrade from Liberty: Liberty Members who upgrade to Honors begin tier tracking from the date of their Honors subscription activation. Purchases made while on Liberty do not count toward Cumulative Qualifying Spend for tier purposes.

5.7 Liberty Members & Tiers

The tier system is exclusive to Upmos Honors Members. Upmos Liberty Members do not participate in the tier system.

6. Payment Terms & Membership Fees

6.1 Upmos Liberty

Upmos Liberty is completely free. There is no membership fee, no annual charge, and no payment information required to participate in the Liberty Cash Back program.

6.2 Upmos Honors Membership Fees

Important: The Upmos Honors membership requires an annual fee. This fee is non-refundable under all circumstances. Please carefully consider your commitment before subscribing.

• Honors Annual: $69 per year, billed annually, auto-renews
• Honors 3-Year Term: $49 per year, billed annually, 3-year commitment, auto-renews

6.3 No Monthly Option

There are no monthly subscription options available for Upmos Honors. Both plans are billed on an annual basis.

6.4 Payment Authorization

By providing payment information, you authorize Upmos to charge your payment method for the membership fee plus any applicable taxes. You must maintain valid payment information on file for the duration of your membership.

6.5 Taxes

All prices are exclusive of taxes. You are responsible for all applicable sales, use, value-added, and other taxes imposed by governmental authorities. Taxes will be calculated and added at checkout based on your location.

6.6 Pricing Changes

Prices are subject to change. We will notify you of any price changes before your next renewal period. Existing subscribers will be informed at least 30 days prior to any fee increase taking effect on their renewal.

6.7 Auto-Renewal Terms

6.8 3-Year Term Early Cancellation

If you cancel your Honors 3-Year Term before the full 3-year commitment period ends:

• You will not be charged for any remaining annual installments after the current paid period.
• You will not receive a refund for any prior payments already processed.
• Your Honors benefits remain active until the end of the current paid annual period.
• There is no early termination fee.
• After your current paid period ends, your account will revert to Upmos Liberty.

6.9 Currency & International Pricing

All prices, fees, reward values, and spend milestones in these terms are denominated in United States Dollars (USD). The following applies to international participants:

• Billing Currency: All membership fees and purchases are charged in USD. Your bank or payment provider may apply currency conversion fees and exchange rates at the time of the transaction. Upmos does not control and is not responsible for third-party conversion rates or foreign transaction fees.
• Reward Values: eGift card rewards are issued and denominated in USD. Availability of specific eGift card brands may vary by country or region. Some eGift cards may only be redeemable within the United States.
• Tier Milestones: Cumulative Qualifying Spend is calculated in USD based on the charged amount. Currency fluctuations do not retroactively adjust prior qualifying spend totals.
• Tax Obligations: International members are responsible for any applicable import duties, value-added taxes (VAT), goods and services taxes (GST), or other local taxes in their jurisdiction, in addition to U.S. sales tax where applicable.

7. Reward Selection & Redemption

7.1 Honors Reward Redemption

Upmos Honors Members may redeem accumulated Points for eGift Card rewards from over 2,500 retailers and brands worldwide. All Honors members have unrestricted access to the full eGift card catalog. Redemptions are processed through the Tremendous platform and delivered electronically to your registered email address. The number of Points required for each reward is displayed in your Honors member dashboard.

7.1a Remaining Points & Balance Redemption

When you redeem Points for an eGift card, any remaining point balance that doesn’t fully cover another reward selection stays in your account — it never disappears. If your leftover balance is too small to redeem for a third-party eGift card, you can apply it as an Upmos eGift card (Free Choice) credited directly to your Upmos account for use on future purchases.

How it works:

• Example 1: You have 91,000 Points after reaching Ambassador ($800 spend = 80,000 pts + 1,000 Ambassador bonus + 10,000 sign-up bonus). You redeem a $20 restaurant eGift card (80,000 pts). Your remaining 11,000 Points ($2.75 value) can be redeemed as an Upmos eGift card and applied to your account as store credit.
• Example 2: You have 5,200 Points left after a redemption. That’s $1.30 in value — too small for many third-party eGift card minimums. Simply redeem it as an Upmos eGift card and the $1.30 is added to your Upmos account balance, ready to use on your next order.
• Example 3: You earn 35,000 Points and redeem a $5 eGift card (20,000 pts). Your remaining 15,000 Points ($3.75) are redeemed as an Upmos eGift card and credited to your account.

Key details:

• There is no minimum balance required to redeem an Upmos eGift card — any remaining point balance qualifies.
• Upmos eGift card credits are applied instantly and appear in your account dashboard.
• Credits do not expire as long as your Honors membership remains active.
• This ensures zero points go to waste — every point you earn translates into real value.

7.2 Time Limit for Selection

After reaching a reward milestone or tier, you will have up to 3 days to make your reward selection from the available catalog. Please ensure you review your options and make your selection within this timeframe.

7.3 Confirmation Period

Once you have made your selection, you will have up to 7 days from the selection date to confirm or change your choice. Please review your selection carefully within this timeframe.

7.4 Ambassador Account Grace Period

If your account resets to Ambassador status (due to a time frame expiration per Section 5.3), you will have a 90-day grace period after the initial 3-day selection window to make your reward choices.

7.5 Expired Selections

If you do not make a selection within the specified timeframe, your reward may be forfeited or automatically assigned according to program defaults. Contact support immediately if you miss a deadline.

7.6 Reward Delivery

After you confirm your eGift Card selection, rewards will be delivered electronically via the Tremendous platform to your registered email address within 3–5 business days. If you do not receive your reward within 7 business days, contact Upmos support at support@upmos.com. Upmos is not responsible for rewards sent to an incorrect email address that you provided.

7.7 Post-Receipt eGift Card Terms

Once an eGift card reward is delivered to your registered email address, the following terms apply:

• Third-Party Terms Apply: Each eGift card is subject to the terms and conditions of the issuing brand or retailer. Upmos does not control the expiration dates, usage restrictions, or redemption policies of third-party eGift cards.
• Non-Returnable: eGift cards cannot be returned to Upmos for points, cash, or store credit once delivered. All eGift card distributions are final.
• Personal Use Only: eGift cards are issued to you personally but may be gifted to others at your discretion. Resale or commercial exchange of eGift cards on third-party marketplaces is prohibited under Section 10.1.
• Lost or Stolen Codes: If your eGift card code is lost, stolen, or compromised, contact support@upmos.com immediately. Upmos will work with the Fulfillment Partner to attempt replacement, but replacement is not guaranteed and depends on the issuing brand’s policies.
• Brand Discontinuation: If an eGift card brand ceases operations or discontinues the card before you redeem it, Upmos will make reasonable efforts to offer a substitute reward of comparable value, subject to availability.
• Disputes with Brands: Any dispute regarding the use of an eGift card after delivery (e.g., merchant rejection, partial acceptance, balance discrepancy) must be resolved directly with the issuing brand. Upmos’s responsibility ends upon successful delivery of the eGift card code.

7.8 Cash Redemption (Go Exclusive Only)

In addition to eGift Card rewards, Go Exclusive members may redeem accumulated Loyalty Points for cash through the Tremendous platform. Cash redemption is not available to standard Honors Annual Plan or Honors 3-Year Term subscribers. See Section 4.6a for cash-out methods, processing times, fees, and minimum redemption requirements.

To initiate a cash redemption, navigate to your Honors member dashboard, select “Cash Out,” choose your preferred method, and confirm the amount. Processing begins immediately and cannot be cancelled once submitted.

7.9 Tremendous Platform Terms

All eGift card deliveries, cash redemptions, and physical prepaid card fulfillment are processed through the Tremendous platform (tremendous.com). By redeeming Points for any reward, you acknowledge and agree to Tremendous’s platform terms and conditions, which govern the delivery, processing, and resolution of reward transactions. Upmos is not responsible for delays, errors, or disputes arising from Tremendous’s platform operations, except as required by applicable law.

8. Double Up Fridays

8.1 Double Points Program

Upmos Honors Members earn double Points every Friday, increasing the earning rate from 100 Points per $1 to 200 Points per $1 on all Qualifying Purchases made on Fridays (12:00 AM – 11:59 PM Central Time (U.S. Central Standard Time or Central Daylight Time as in effect on the date in question), based on order timestamp).

8.2 Eligibility

Double Up Fridays is available exclusively to active Upmos Honors Members. Upmos Liberty Members do not receive double Points. Your Honors Membership must be in active, paid status to qualify.

8.3 Qualifying Purchases

The same Qualifying Purchase rules that apply to standard Points earning also apply to Double Up Fridays. Returns, refunded orders, gift card purchases, taxes, shipping, and membership fees are excluded.

8.4 Double Up Fridays & Liberty

Double Up Fridays does not apply to Upmos Liberty Members. Liberty Members continue to earn the standard 3% Cash Back rate on Fridays, the same as any other day.

8.5 Double Up Fridays — Real-World Examples

The following examples show exactly how much more you earn by shopping on Fridays versus any other day of the week. All examples use the standard $0.025 per 100 points redemption rate.

9. Cancellation Policy

9.1 Non-Refundable Membership Fee

Critical Notice: The Upmos Honors annual membership fee is 100% non-refundable. Once you subscribe and pay, you cannot receive a refund except (a) where required by mandatory consumer-protection law in your jurisdiction (see the carve-out below for the EU/UK 14-day right of withdrawal and analogous state cooling-off statutes such as California’s automatic-renewal law, NY GBL §527-a, and similar laws in CT, IL, VT, NC, DC, and HI), or (b) as expressly stated elsewhere in these Terms.

International Members: If you reside in a jurisdiction that provides a mandatory statutory cooling-off period (such as the 14-day right of withdrawal under EU/UK consumer protection law), you may cancel your Honors membership within the applicable cooling-off period for a full refund, provided you have not redeemed any rewards or actively earned points through Qualifying Purchases during that period (automatically awarded bonuses, such as the Sign-Up Bonus, do not disqualify you from exercising this right). To exercise this right, contact support@upmos.com within the applicable timeframe. This carve-out applies only where required by mandatory local law and does not extend the general non-refundable policy.

9.2 How to Cancel Honors

You may cancel your Upmos Honors membership at any time through the following methods:

• Online: Log in to upmos.com/my-account and navigate to your subscription settings
• Email: Send a cancellation request to support@upmos.com
• Phone: Call 1-855-MERCHED (1-855-637-2433) during business hours

Cancellation prevents future renewals but does not entitle you to any refund of the current period’s fee.

9.3 Liberty Membership

Upmos Liberty does not require cancellation, as it is a free program. You may opt out of Liberty Cash Back tracking at any time through your account settings. Closing your Upmos account will automatically end your Liberty participation.

9.4 Switching Between Tiers

Customers may upgrade from Liberty to Honors at any time by purchasing an Honors subscription. If you cancel Honors, your account will revert to Liberty status and you will begin earning 3% Cash Back instead of Points. Accumulated loyalty points remain subject to the expiration terms described in Section 4.4. Contact customer support for questions about switching.

Mid-Cycle Plan Changes: The following rules apply when changing plans during an active billing period:

• Upgrade (Liberty → Honors): You may upgrade at any time. Your Honors membership begins immediately upon payment. Tier tracking starts from your Honors activation date. No proration or credit is applied for Liberty Cash Back.
• Plan Switch (Annual ↔ 3-Year Term): You may request a plan switch at your next renewal date. Mid-cycle switches are not available — your current paid period must complete before the new plan takes effect. To request a plan switch, contact support@upmos.com before your renewal date.
• Downgrade (Honors → Liberty): Cancel your Honors subscription. Your benefits remain active through the end of the current paid period, then your account reverts to Liberty. No prorated refunds are issued. See Section 9.5 for cancellation effects.

9.5 Effect of Cancellation

Upon Honors cancellation:

• Your Honors benefits remain active until the end of your current annual period
• You will not be charged for the next annual period
• You have 90 days from the end of your paid period to redeem unredeemed Points (see Section 4.4)
• No refund will be issued for the remaining time in your current period
• Your account will revert to Upmos Liberty (3% Cash Back) after the paid period ends
• If you re-subscribe within 5 days of your paid period ending, all tier progress is retained (see Section 5.6). After 5 days, tier progress (time frame, spend, and status) resets permanently
• Accumulated Points remain redeemable for Upmos eGift Cards (Free Choice category) only for 90 days from the end of your paid period — other reward categories are unavailable (see Section 4.4)

10. Usage Restrictions

10.1 Prohibited Uses

You may not:

• Share your All Access benefits with other accounts
• Transfer, sell, or assign your membership, Points, Cash Back, or rewards to another person
• Use benefits for prohibited items or services
• Abuse or exploit system vulnerabilities or reward mechanisms
• Use automated tools or bots to accumulate Points or Cash Back
• Violate any Upmos terms, policies, or marketplace rules
• Engage in fraudulent activity to earn rewards or benefits
• Create multiple accounts to earn duplicate sign-up bonuses or referral rewards
• Resell, exchange, or barter eGift Cards received through the program

10.2 Consequences of Misuse

Violation of usage restrictions may result in immediate membership termination without refund, forfeiture of all Points, Cash Back, and rewards, and possible account suspension or permanent ban from the Upmos marketplace.

10.3 Compliance with Applicable Laws

You agree to comply with all applicable federal, state, local, and international laws, rules, and regulations in connection with your use of the All Access program. Upmos reserves the right to take any action necessary to ensure compliance, including suspending or terminating your membership if Upmos reasonably believes you have violated any applicable law or regulation.

11. Data Practices

11.1 Data Collected by All Access

In addition to the information described in our Privacy Policy, participation in All Access involves the collection of personal information and processing of the following categories of data specific to the loyalty program. By enrolling, you consent to the collection of data as described below and in our Privacy Policy:

• Purchase History: Order details, amounts, dates, and items purchased — used to calculate Cash Back, Points, and tier progress
• Membership Status: Your current program tier (Liberty or Honors), subscription plan, activation date, and renewal date
• Points & Cash Back Balance: Earning, redemption, and forfeiture records
• Tier Progress: Cumulative Qualifying Spend and current milestone tier
• Birthday: Date of birth, used solely to apply the annual Birthday Bonus (Honors only)
• Referral Activity: Referral link usage, referee account creation, and qualifying purchase completion
• Email Address: Used for eGift Card delivery, renewal notices, dormancy alerts, and program communications
• Reward Selections: Your chosen rewards and eGift Card delivery records

11.2 Third-Party Data Sharing

Upmos shares limited data with Tremendous (our Fulfillment Partner) solely for the purpose of processing and delivering eGift Card rewards, cash redemptions, and physical prepaid cards (name, email address, and payment details for cash-out transactions). We do not sell your loyalty program data to third parties. For full details on data sharing, retention, and your rights, please refer to our Privacy Policy.

11.3 Data Retention

Upmos retains your All Access program data for the following periods:

• Active Members: Data is retained for the duration of your membership plus 3 years after cancellation or account closure, for legal compliance and audit purposes.
• Transaction Records: Purchase history, Points earning, and redemption records are retained for 7 years from the date of the transaction, in accordance with applicable tax and financial record-keeping requirements.
• Post-Deletion: Upon request for data deletion, Upmos will remove personally identifiable information within 30 days, except where retention is required by law. Anonymized, aggregated data may be retained indefinitely for program analytics.

For data deletion requests, contact legal@upmos.com or refer to our Privacy Policy.

11.4 Your Rights

Depending on your jurisdiction, you may have specific data protection rights in connection with the personal data collected by the All Access program:

• U.S. Residents (CCPA/CPRA): California residents may exercise their rights under the California Consumer Privacy Act, as amended by the California Privacy Rights Act, to: (i) know what personal information is collected, used, shared, or sold; (ii) request deletion of personal information; (iii) correct inaccurate personal information; (iv) opt out of the sale or sharing of personal information; (v) limit the use and disclosure of sensitive personal information (Cal. Civ. Code § 1798.121); and (vi) not receive discriminatory treatment for exercising any of these rights (Cal. Civ. Code § 1798.125). Residents of other states with comprehensive consumer-privacy laws (e.g., VA CDPA, CO CPA, CT CTDPA, UT UCPA, TX TDPSA, OR OCPA) may exercise the analogous rights granted by those statutes. To submit a request, contact legal@upmos.com.
• EU/EEA/UK Residents (GDPR/UK GDPR): If you reside in the European Economic Area or the United Kingdom, you have the right to: access your personal data; rectify inaccurate data; request erasure (“right to be forgotten”); restrict processing; data portability; object to processing; and withdraw consent at any time. To exercise any of these rights, contact legal@upmos.com or our Data Protection contact at the address listed in Section 19.
• Other Jurisdictions: Members in other jurisdictions may have additional rights under applicable local data protection laws. Upmos will comply with applicable legal requirements upon receipt of a verified request.

For all data-related requests, please refer to our Privacy Policy. Upmos will respond to verified data requests within 30 days (or such shorter period as required by applicable law).

11.5 Data Breach Notification

In the event of a data breach affecting your All Access program data, Upmos will:

• Notify Affected Members: Upmos will notify you via email within 72 hours of becoming aware of a breach that compromises your personal information, or such shorter period as required by applicable state breach-notification law (including, e.g., Colorado’s 30-day cap, Florida’s 30-day requirement, and the “most expedient time possible and without unreasonable delay” standard adopted by most U.S. states), consistent with GDPR Article 33 (where applicable) and U.S. state breach-notification laws.
• Describe the Breach: Notification will include a description of the nature of the breach, the categories of data affected, the estimated number of records involved, and the likely consequences.
• Remediation: Upmos will describe the measures taken or proposed to address the breach and mitigate its effects, including free credit monitoring where appropriate.
• Regulatory Reporting: Upmos will report the breach to applicable supervisory authorities (including the relevant EU Data Protection Authority for GDPR-covered data) as required by law.
• Contact Point: A dedicated contact for breach-related inquiries will be provided in the notification. You may also contact legal@upmos.com at any time.

11.6 Cookie Policy

Upmos uses cookies and similar tracking technologies (pixels, web beacons, local storage) to operate, secure, and improve the Service. By continuing to use the Service, you consent to our use of cookies in accordance with this Section.

Categories of Cookies We Use:

• Strictly Necessary Cookies. Required for core functionality such as authentication, cart persistence, and security. These cannot be disabled.
• Performance & Analytics Cookies. Collect anonymized usage data (page views, click paths, load times) to help us improve the Service. We use third-party analytics providers including Google Analytics.
• Functionality Cookies. Remember your preferences (language, region, display settings) to provide a personalized experience.
• Advertising & Targeting Cookies. Used by our advertising partners to deliver relevant ads and measure campaign effectiveness. These cookies may track your browsing activity across other websites.

You may manage your cookie preferences at any time through your browser settings or by visiting our Cookie Settings page at upmos.com/cookie-policy. Disabling certain cookies may limit your ability to use some features of the Service. For further details on the data we collect through cookies, see Section 11.1 (Data Collection).

11.7 International Data Transfers

Upmos is based in the United States. If you access the Service from outside the United States, you acknowledge and consent to the transfer of your personal data to the United States and other jurisdictions where our service providers operate, which may have data-protection laws that differ from those in your jurisdiction.

Transfer Safeguards. Where required by applicable law, we implement appropriate safeguards for cross-border data transfers, including:

• Standard Contractual Clauses (SCCs). We execute European Commission–approved Standard Contractual Clauses with service providers that process personal data of EEA, UK, or Swiss residents outside of those regions.
• Adequacy Decisions. Where the European Commission or UK Secretary of State has issued an adequacy decision for the recipient country, we rely on that decision as a lawful transfer mechanism.
• Supplementary Measures. We assess the legal framework of each recipient country and implement supplementary technical and organizational measures (such as encryption in transit and at rest) where necessary to ensure an essentially equivalent level of protection.

You may request a copy of the applicable transfer safeguards by contacting us at privacy@upmos.com. For additional information about how we protect your data, see Section 11.2 (Data Security).

12. Modifications to Program

12.1 Right to Modify

Upmos reserves the right to modify these terms and any aspect of the All Access program at any time, including benefits, reward values, Point earning rates, tier thresholds, Cash Back percentages, eligibility criteria, and program structure.

12.2 Notice of Changes

For material changes that significantly affect your membership, we will provide at least 30 days’ advance notice through email or account notifications. Your continued participation after the effective date of changes constitutes acceptance of the updated terms.

12.3 Price Changes

Prices are subject to change. Any price changes will apply to renewals after the change takes effect. We will notify you of price increases at least 30 days before your renewal date.

13. Account Termination

13.1 Termination by You

You may terminate your Honors Membership at any time as described in the Cancellation section above. Liberty participation ends when you close your Upmos account. Remember that the Honors annual fee is non-refundable.

13.2 Termination by Upmos

We may terminate your All Access membership (Liberty or Honors) immediately if:

• You violate these terms or any Upmos policy
• Your marketplace account is suspended or banned
• You provide false information during registration
• You engage in fraudulent activity or abuse
• We discontinue the All Access program

13.3 Effect of Termination

Upon termination, your access to All Access benefits ends immediately. You remain responsible for any outstanding obligations. For-Cause Termination: Where Upmos terminates your membership for violation of these Terms, the Acceptable Use Policy, or applicable law, or for fraud or abuse (each, a “For-Cause Termination”), accumulated Points, Cash Back, and unused rewards may be forfeited and no refund is provided. For-Convenience Termination: Where Upmos terminates your membership without cause (e.g., discontinuation of the All Access program under §13.2), you will be provided a 90-day post-notice redemption window to redeem accumulated Points and Cash Back (subject to availability), and a pro-rata refund of any pre-paid, unused Honors membership fee will be issued to your original payment method.

13.4 Account Succession & Deceased Members

In the event of a member’s death or legal incapacitation, the following provisions apply:

• Notification: A legal representative, executor, or next of kin must notify Upmos at legal@upmos.com with a copy of the death certificate or court-issued incapacity documentation and proof of the individual’s authority to act on behalf of the member’s estate.
• Points & Rewards: Unredeemed points and pending rewards are not transferable to another account and will be forfeited upon confirmed death or incapacity. State-Law Exception: Where applicable state probate, intangible-property, or estate-administration law requires the transfer of accrued loyalty-program value to a deceased member’s estate (or the redemption of such value at the estate’s election), Upmos will, upon receipt of the documentation described in this Section, either (i) redeem the unredeemed points for an Upmos eGift Card (Free Choice category) issued to the estate, or (ii) take such other action as that state law specifically requires.
• Membership Fee: No refund is issued for the unused portion of the membership term. Auto-renewal will be cancelled effective immediately upon verification.
• Tier Status: Tier progress and milestone history are not transferable or inheritable.
• Account Data: The estate may request access to or deletion of the deceased member’s personal data pursuant to applicable data protection laws and our Privacy Policy. Submit requests to legal@upmos.com.

Upmos will process succession requests within 30 business days of receiving complete documentation.

14. Warranties & Disclaimers

14.1 Program Provided “As Is”

ALL ACCESS (INCLUDING BOTH UPMOS LIBERTY AND UPMOS HONORS) IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

14.2 No Guarantee of Benefits

We do not guarantee specific reward values, Point accumulation rates, Cash Back percentages, or availability of particular eGift Cards or benefits. Rewards are subject to availability and may change without notice.

14.3 Program Availability

We strive for continuous program availability but do not guarantee uninterrupted access to benefits. We may suspend program features for maintenance, updates, or technical issues without liability.

14.4 Force Majeure

Upmos shall not be liable for any delay or failure to perform its obligations under these terms (including the delivery of rewards, eGift Cards, or program benefits) to the extent caused by events beyond its reasonable control, including but not limited to natural disasters, pandemics, government actions, sanctions, embargoes, wars, acts of terrorism, labor disputes, supply chain disruptions, internet or telecommunications failures, power outages, or acts of God. During such events, affected obligations will be suspended for the duration of the force majeure event.

15. Limitation of Liability

15.1 Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, UPMOS’S TOTAL LIABILITY FOR ALL CLAIMS RELATING TO ALL ACCESS SHALL NOT EXCEED THE AMOUNT YOU PAID FOR THE ANNUAL MEMBERSHIP FEE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM (OR ZERO FOR LIBERTY MEMBERS).

15.2 Excluded Damages

IN NO EVENT SHALL UPMOS BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST REWARDS, LOST POINTS, LOST CASH BACK, LOST BENEFITS, OR ANY OTHER LOSSES RELATED TO THE PROGRAM.

15.3 Third-Party Rewards

Upmos is not responsible for the terms, conditions, or availability of third-party eGift Cards, rewards, or services provided through the All Access program. Issues with third-party rewards must be resolved with the applicable provider.

15.3a Tremendous Platform Liability

Upmos is not responsible for the performance, availability, or terms of the Tremendous platform. Any issues related to eGift card delivery, cash redemption processing, or physical prepaid card fulfillment that arise from the Tremendous platform must be resolved between the member and Tremendous. Upmos will make commercially reasonable efforts to assist in resolving such issues but assumes no liability for Tremendous platform failures, delays, or errors.

15.4 Waiver of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU EXPRESSLY WAIVE ANY AND ALL CLAIMS FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SERVICE, OR YOUR PARTICIPATION IN THE UPMOS HONORS OR LIBERTY PROGRAMS, INCLUDING BUT NOT LIMITED TO:

• Loss of profits, revenue, business, or anticipated savings;
• Loss of data, goodwill, or reputation;
• Cost of procurement of substitute goods or services;
• Any damages arising from service interruptions, tier resets, points expiration, or reward unavailability; and
• Any damages resulting from unauthorized access to or alteration of your account or data.

THIS WAIVER APPLIES REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE) AND EVEN IF UPMOS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS WAIVER IS INDEPENDENT OF AND IN ADDITION TO THE LIABILITY CAP SET FORTH IN SECTION 15.1. IF ANY JURISDICTION DOES NOT ALLOW THE EXCLUSION OR LIMITATION OF CONSEQUENTIAL DAMAGES, THE ABOVE WAIVER SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW IN THAT JURISDICTION.

16. Dispute Resolution & Arbitration

16.1 Informal Resolution First

Before initiating any formal dispute proceeding, you agree to first attempt to resolve any dispute, claim, or controversy arising out of or relating to All Access by contacting Upmos at support@upmos.com with a written description of your dispute. Upmos will attempt to resolve the dispute informally within 30 days of receiving your notice.

16.2 Binding Arbitration

If we are unable to resolve a dispute informally within 30 days, you and Upmos agree that any dispute, claim, or controversy arising out of or relating to these terms or the All Access program shall be resolved exclusively through binding individual arbitration administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules as in effect at the time the dispute is filed, rather than in court. The arbitration will be conducted in Harris County, Texas, or at another mutually agreed location, or by telephone/video if both parties agree.

Mass-Arbitration Procedures: If 25 or more substantially similar arbitration demands are filed against Upmos by the same or coordinated counsel within any 90-day window, the AAA’s Mass Arbitration Supplementary Rules (in effect at the time of filing) will govern those proceedings, including the use of bellwether/test cases, staged filing-fee remittance, and any process or pre-arbitration mediation period set forth in those Rules. The parties’ individual right to arbitrate and the substantive limitations elsewhere in this Section 16 are not waived by the application of these Supplementary Rules.

16.3 Class Action Waiver

YOU AND UPMOS AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. The arbitrator may not consolidate more than one person’s claims and may not preside over any form of representative or class proceeding.

Public-Injunction Carve-Out (California & Analogous State Laws): Notwithstanding the foregoing, nothing in this Section 16.3 waives any non-waivable right to seek public injunctive relief under California’s Consumers Legal Remedies Act, Unfair Competition Law, or False Advertising Law (per McGill v. Citibank, 2 Cal. 5th 945 (2017)) or under any analogous state law that recognizes a similarly non-waivable right. To the extent a court of competent jurisdiction determines that a request for public injunctive relief is not arbitrable, that request (and only that request) will be severed and heard in the state or federal courts identified in Section 17, while all other claims remain subject to arbitration.

Representative-Action Carve-Out: Nothing in this Section waives any right that cannot lawfully be waived under California’s Private Attorneys General Act (PAGA), Cal. Lab. Code § 2698 et seq., or any analogous representative-action statute.

16.4 Small Claims Exception

Notwithstanding the above, either party may bring an individual action in small claims court in Harris County, Texas, for disputes within the jurisdictional limits of that court as an alternative to arbitration.

16.5 Arbitration Fees

If you initiate arbitration, Upmos will reimburse your filing fees up to $200, or the then-current consumer-claim filing fee published by the AAA, whichever is greater. Each party is responsible for its own attorneys’ fees and costs unless the arbitrator determines that a claim was frivolous, in which case the arbitrator may award fees and costs to the prevailing party.

16.6 Opt-Out

You may opt out of this arbitration and class action waiver provision by sending a written notice to legal@upmos.com within 30 days of your first acceptance of these terms (e.g., account creation or Honors subscription, whichever is earlier). Your opt-out notice must include your name, email address, mailing address, and a clear statement that you wish to opt out. If you opt out, disputes will be resolved in the courts specified in Section 17.

16.7 Statute of Limitations

Any claim or cause of action arising out of or relating to these terms or the All Access program must be filed within one (1) year after the date the cause of action accrues, regardless of any statute of limitations to the contrary, except where the law of your state of residence prohibits contractual shortening of the applicable statute of limitations for consumer claims, in which case the shortest period permitted by your state’s law applies. A cause of action accrues when the claimant knew or reasonably should have known of the facts giving rise to the claim. Claims filed after this period are permanently barred. This limitation applies to all claims, whether based in contract, tort, statute, or any other legal theory.

17. Governing Law & Jurisdiction

17.1 Governing Law

These terms and any disputes arising out of or related to them or the All Access program shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of law provisions. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

17.2 Jurisdiction & Venue

For any disputes not subject to arbitration (or for Members who have opted out per Section 16.6), you agree to submit to the exclusive personal jurisdiction of the state and federal courts located in Harris County, Texas.

17.3 State-Specific Consumer Rights

Nothing in these terms is intended to limit any consumer protection rights that you may have under the laws of your state of residence that cannot be waived by contract. If any provision of these terms conflicts with mandatory consumer protection law in your jurisdiction, that provision will be modified to the minimum extent necessary to comply.

18. General Provisions

18.1 Entire Agreement

These All Access Terms of Use, together with the Upmos Terms of Use, Privacy Policy, and Acceptable Use Policy, constitute the entire agreement between you and Upmos with respect to the All Access program and supersede all prior or contemporaneous communications, proposals, and agreements, whether oral or written, relating to the subject matter hereof.

18.2 Severability

If any provision of these terms is held to be invalid, illegal, or unenforceable by a court or arbitrator of competent jurisdiction, such invalidity shall not affect the validity of the remaining provisions, which shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the parties’ original intent.

18.3 Waiver

The failure of Upmos to enforce any right or provision of these terms shall not constitute a waiver of that right or provision. Any waiver of any provision shall be effective only if in writing and signed by an authorized representative of Upmos.

18.4 Assignment

You may not assign or transfer these terms or your membership without Upmos’s prior written consent. Upmos may assign its rights and obligations under these terms without restriction in connection with a merger, acquisition, reorganization, or sale of assets.

18.5 Notices

All notices from Upmos to you will be sent to the email address associated with your Upmos account. You are responsible for maintaining a current, valid email address. Notices are deemed received 24 hours after being sent. Notices from you to Upmos must be sent to legal@upmos.com or the mailing address listed in Section 19.

18.6 Headings

The section headings in these terms are for convenience only and have no legal or contractual effect.

18.7 Survival

The following provisions shall survive any termination or expiration of your membership: Sections relating to Disclaimers, Limitation of Liability, Dispute Resolution, Governing Law, and General Provisions. Any accrued rights or obligations, including pending rewards or outstanding balances, shall also survive termination.

18.8 Relationship of Parties

Nothing in these terms shall be construed to create any agency, partnership, joint venture, or employment relationship between you and Upmos. You and Upmos are independent parties, and neither party has the authority to bind the other in any respect.

18.9 Indemnification

You agree to indemnify, defend, and hold harmless Upmos Inc., its officers, directors, employees, agents, affiliates, and licensors from and against any and all claims, demands, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) your violation of these terms or any applicable law; (b) your misuse of the All Access program, including any fraudulent, abusive, or unauthorized activity; (c) your breach of any representation or warranty made herein; or (d) any dispute between you and a third party arising from your participation in the program. This indemnification obligation shall survive the termination or expiration of your membership.

18.10 Intellectual Property

All content, branding, trademarks, service marks, logos, trade names, and intellectual property associated with the All Access program — including but not limited to the names “Upmos,” “All Access,” “Upmos Liberty,” “Upmos Honors,” “Double Up Fridays,” “Free Choice,” “Going Dutch,” “Showtime,” “Undertake,” “Vacay Away,” and all related designs and materials — are the exclusive property of Upmos Inc. or its licensors. You may not use, reproduce, distribute, or create derivative works from any Upmos intellectual property without prior written consent from Upmos. Nothing in these terms grants you any right, title, or interest in any Upmos intellectual property. Third-Party Marks: Tremendous® is a registered trademark of Tremendous, Inc. Visa® is a registered trademark of Visa U.S.A. Inc. All other third-party brand names, trademarks, service marks, and logos referenced in these Terms or in any Upmos loyalty materials remain the property of their respective owners; reference to such marks is made solely for identification and nominative-fair-use purposes and does not imply any affiliation, endorsement, or sponsorship.

18.11 Children and Age Restrictions

The All Access program is not directed to individuals under the age of 18. In accordance with our Age Restriction & COPPA Compliance Policy, Upmos does not knowingly collect personal information from children under 13. If you are under 18, you may not enroll in or participate in the All Access program.

18.12 International Users

The All Access program is available to eligible participants worldwide, subject to the prohibited country restrictions described in Section 2.7. International participants acknowledge that their data may be transferred to and processed in the United States. By participating, you consent to such transfer and processing in accordance with our Privacy Policy and applicable data protection laws, including the General Data Protection Regulation (GDPR) where applicable.

18.13 Accessibility

Upmos is committed to ensuring that the All Access program is accessible to all users, including individuals with disabilities. For accessibility-related inquiries or to request accommodations, please refer to our Accessibility Statement or contact us at support@upmos.com. Upmos targets compliance with the Web Content Accessibility Guidelines (WCAG) 2.2 Level AA standard across all program-related pages, including account dashboards, reward redemption flows, and this Terms of Use document.

19. Contact Information

19.1 Official Business Contact

19.2 All Access Support

19.3 Legal Inquiries

20. Frequently Asked Questions (FAQ)