Terms of Service

Effective date: August 2025

 

ARTICLE 1: UPTRA CAREERS AND THE PROGRAM 

1.1 The Program. Uptra Careers shall provide Client with the following (collectively the “Program”):

1. personalized support, including an initial onboarding call to determine Client needs and set up a Client-specific strategy; 
2. 6 1:1 Coaching sessions as well as at least 30 minutes of live coaching every week via video conference. All 1:1 Coaching sessions must be scheduled and completed within 90 days’ of execution of this Agreement unless agreed to otherwise by Uptra Careers in writing; 
3. various daily and/or weekly tasks to achieve Program objectives; 
4. effective communication with Client  and access to all Program content and Materials (defined herein); 
5. creative strategies and effective solutions;  
6. access and participation in private Slack community communication; and
7. a designated Uptra Coach to facilitate the forgoing. 

1.2 Program Topics and Tasks. The Program will aim to cover the following: (a) optimizing resumes and LinkedIn profiles; (b) tailoring resumes and answering application questions; (c) increasing profile visibility on LinkedIn; (d) networking and building relationships with the goal of obtaining referrals with recruiters, potential coworkers, and hiring managers; (e) preparing for interviews; (f) assisting you in creating a presentation to share at interviews; (g) deciding what to say and not to say during interviews; (h) answering commonly asked interview questions; (i) advising on how to negotiate salary offers. 

1.3 Progress Check-in. Client’s individual progress will be reviewed each week, and Client and their Uptra Coach will act reasonably to schedule the meetings necessary to complete the Program prior to the Goal Date. If group coaching sessions are offered, these will be made available to Client. 

1.4 Goal Date. During Client’s initial onboarding call, Client and Uptra Careers will agree in writing on a “Goal Date”, whereby the Program will be completed. This date must be within 90 days’ of the Effective Date.  

1.5 Additional Coaching. If Client has not achieved his/her objectives by the Goal Date, Uptra Careers will maintain Client’s access to the Materials, group coaching sessions (if/as offered), and maintain reasonable availability on its slack channel for Client to access to the Uptra Careers community and ad hoc additional coaching services for up to 90 days’ following the Goal Date (the “Additional Coaching Period”). 

1.6 Force Majeure. Notwithstanding any other provision in this Agreement, in no event shall Uptra Careers be responsible or liable for any failure or delay in the performance of its obligations if caused by events beyond its control including, without limitation, strikes, work stoppages, immigration restrictions, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that Uptra Careers shall use reasonable efforts to resume performance as soon as practicable under the circumstances

ARTICLE 2: PAYMENT 

2.1 Fees. In consideration for participation in the Program and access to the Materials Client agrees to pay fees of $ 4000 plus applicable taxes, payable as follows: 

• All $4000 upfront
• $ 2000  (the “Initial Payment”), due and payable on execution of this Agreement; and
• 1 additional equal monthly payments of $2000 each, plus applicable taxes (each an “Additional Payment”), payable in consecutive months, with the first Additional Payment due and payable no later than the end of the first month following the Initial Payment. 

(the amounts payable above (exclusive of taxes), collectively referred to as the “Fees”) 

All payments are non-refundable with no right of set-off or deduction, except as otherwise expressly provided for in Section 3.1. In addition to the Fees, Uptra Careers charges a 3% transaction fee for all credit/debit card payments. 

Client agrees that Uptra Careers may process payments using the Client’s credit card information on file and such permission is evidenced by Client’s signing of this Agreement. All credit card information of Client will be deleted by Uptra Careers immediately upon termination of this Agreement. 

2.3 Late Payment. If Client fails to make a payment when due or if their provided credit card cannot be charged, Uptra Careers will notify Client and give them five days to make the payment and settle any outstanding balances. If Client still fails to make the payment after five days, the Agreement will be automatically terminated, and all remaining amounts owing by Client hereunder will become immediately due and payable. Interest will be charged on Fees past due at a rate of 2% per month. 

2.4 Chargeback. Unless the Client has been wrongly charged and Uptra Careers, acting reasonably, confirms it in writing, the Client agrees not to request or initiate a chargeback with their bank or credit card company. If a chargeback is made without Uptra Careers 's knowledge of an erroneous charge, it will be considered a material breach of the Agreement, and Uptra Careers may terminate the Agreement immediately upon notice in writing at its discretion. Upon termination, the Program will cease and all Materials shall be immediately returned to Uptra Careers. To the extent legally permissible to do so, Client waives any rights they may have under state, provincial,  and/or federal laws or their credit card issuer's dispute resolution procedures.

ARTICLE 3: GUARANTEE,  TERM AND TERMINATION 

3.1 

(a) Subject to the provisions of this Section 3.1(a), upon written request, Client will be eligible for a refund of 100% of the Fees it has paid to Uptra Careers within 10 days after the Client’s Goal Date if Client has not secured a job or new role offer or Client is otherwise not satisfied with the Program. To qualify for such a refund, Uptra Careers will assess, in its reasonable discretion, if Client has executed the Program at a minimum 80% execution rate since the enrollment date. The execution list will be determined by the assigned Uptra Careers coach on a case by case basis. The following are the baseline expectations of a participant (i.e. a client) completing 100% of the Program targets: the Client must have (i) had their resume and LinkedIn profile reviewed and edited according to Uptra Careers’ suggestions, (ii) applied for a minimum of ten (10) relevant open roles per week with tailored resumes starting from the second (2nd) week following the Effective Date, (iii) networked with at least five (5) individuals per job application and engaged in at least one (1) conversation or continued attempting contact until a conversation with a target company is achieved, (iv) attended at least two (2) mock interviews, (v) created at least two (2) Potential Proof Documents, (vi) participated in at least two (2) live coaching events every month, (vii) updated their Uptra Coach at least once every two weeks via Slack, phone, or email (items (i) through (vii) collectively the “Conditions”). Only if Client has completed 80% of the Conditions as finally determined by Uptra Careers acting reasonably, Client has not secured a job or new role offer, and Client requests a refund in writing no later than 10 days’ following the Client’s Goal Date, will Uptra Careers process the refund, otherwise, no Fees will be refunded under this Section 3.1(a). Client acknowledges and agrees that all refunds are subject to a credit card/debit card transaction fee of three percent (3%). Client agrees to co-operate with Ultra Careers as is reasonably necessary for Ultra Careers to determine if Client is eligible for a refund in accordance with this section. 

(b) In addition to the refund under Section 3.1(a), if Client is dissatisfied with the Program for any reason, then within 14 days of the Client’s execution of this Agreement only (emphasis added), Client can request, in writing, a full refund of Fees paid to that date. Upon receipt of such request within this 14 day period, this Agreement will be terminated, no further Fees will be owed by Client, and Uptra Careers with process the refund within a reasonable amount of time. 

3.2 Unless earlier terminated as provided herein, this Agreement and Client’s participation and access to the Program shall commence as of the Effective Date and shall terminate upon the earlier of the following: (a) Client’s receipt of an offer of full-time employment from a third party to Client, (b) Client’s receipt of an offer for a promotion from Client’s existing employer; (c) immediately upon the end of the Additional Coaching Period; or (d) immediately upon written notice from either Party to the other Party if the other Party is in material breach of this Agreement. For clarity, the termination of this Agreement does not relieve Client from its obligation to pay any Fees that remain unpaid at the time of termination, which obligation will survive the termination of this Agreement. 

ARTICLE 4: CLIENT RESPONSIBILITIES AND OBLIGATIONS 

4.1 Client Obligations. During the term of this Agreement, Client shall devote sufficient business time, care, and attention to the Materials and tasks assigned by Uptra Careers in order to properly advance the Program. This includes, but is not limited to Client making him/herself reasonably available for coaching sessions. Client acknowledges that, the likelihood of Client’s success increases with the amount and quality of time spent towards the Program and effort Client puts into completing the assigned tasks from the Uptra Coach. Uptra Careers cannot and does not guarantee success, but it does guarantee that your effort will directly impact the value the Program will have for you. 

4.2 Factors. Many factors are solely within Client’s control that can affect the outcome of the Program. The Parties agree that successful educational and coaching relationships require a collaborative approach between Client and Uptra Careers. In the Program, Uptra Careers plays the role of a facilitator of change and it is Client's responsibility to enact or bring about the desired change. Client further understands and agrees to be fully responsible for their own well-being throughout the term of this Agreement, including all choices and decisions made by Client.

4.3 Well-Being. Client is responsible for their personal and financial well-being during the Agreement. Uptra Career's role is to provide educational support through comments, ideas, and services, but it is not a substitute for professional counseling or therapy. Uptra Careers does not offer mental health care, psychological counseling, relationship counseling, financial advice, estate planning, or any other type of counseling or therapy.  If the Client needs such assistance, they should seek help from a licensed professional. 

4.4 Limitation of Liability. Notwithstanding any other provisions in this Agreement, under no circumstances will Uptra Careers’ liability to Client for any claims, liabilities, damages, losses, and expenses (including reasonable attorney’s fees) of any kind or nature or however caused (collectively “Damages”), whether due to tort, negligence, or willful misconduct, exceed the Fees paid by Client to Uptra Careers. Client expressly agrees that its only recourse for any Damages is to demand a return of the Fees or portion thereof and Uptra Careers total liability is limited to the total Fees actually paid. 

4.5 No Warranty. EXCEPT AS EXPRESSLY SET OUT IN THIS AGREEMENT, ALL CONDITIONS, WARRANTIES OR OTHER TERMS WHICH MIGHT HAVE EFFECT BETWEEN THE PARTIES OR BE IMPLIED OR INCORPORATED INTO THIS AGREEMENT OR ANY COLLATERAL CONTRACT, WHETHER BY STATUTE, COMMON LAW OR OTHERWISE, ARE HEREBY EXCLUDED, INCLUDING THE IMPLIED WARRANTIES AS TO MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE. ALL MATERIALS ARE PROVIDED ON AN “AS-IS” BASIS. 

ARTICLE 5: TESTIMONIALS 

5.1 From time to time Uptra Careers may ask Client to provide a testimonial. Client Agrees that Uptra Careers can use testimonials submitted by Client, regardless of the format provided (i.e. LinkedIn message, e-mail, video, or other media), without further permission or compensation to Client for promotional and marketing activities of Uptra Careers. Unless Client grants its express permission otherwise, all testimonials will be anonymous. 

ARTICLE 6: CONFIDENTIALITY, NON-DISCLOSURE AND NON-DISPARAGEMENT 

6.1 “Confidential Information” means all information of Uptra Careers disclosed to Client whether or not marked as confidential and includes all Materials. For the avoidance of doubt, Confidential Information includes all non-public information that Client receives or learns regarding Uptra Careers strategy, personal data, the Program, pricing, customer base, prospective customer base, and all other information relating to Uptra Careers business and practices. Confidential information does not include information that (i) is already lawfully known to Client at the time of disclosure; (ii) disclosed to Client by a third party without breach of any confidentiality restrictions; (iii) is, through no fault of Client, generally available to the public; or (iv) is independently developed by Client without access to, or use of Uptra Careers Confidential Information, including any Materials. 

6.2 All the Confidential Information will be kept confidential by Client and will not, without the prior written consent of Uptra Careers, be used by Client, directly or indirectly, for any purpose other than for Client’s participation in theProgram, and will not be reproduced, disseminated, reverse engineered or in any way disclosed to any other persons in any manner; Unauthorized disclosure may lead to termination of the Agreement. Upon termination or expiration of this Agreement, or upon written request by Uptra Careers, all Confidential Information must be returned to Uptra Careers. 

6.3 Client agrees and covenants that they will not, at any time prior to or after the execution of this Agreement, spread, publish, or communicate defamatory or disparaging remarks about Uptra Careers or its businesses, subsidiaries, directors, officers, employees, vendors, or investors. However, this does not restrict the Client from making truthful statements in litigation or when required by law.

6.4 The Client must not disseminate or publish unlawful, harmful, offensive, discriminatory, or damaging information. If Uptra Careers deems the Client's behavior or content inappropriate, harmful, or offensive, it must be immediately taken down.

6.5  From time to time, Uptra Careers may provide or grant Client access to various information, documents, presentations, recordings, or other materials that form part of the Program, Additional Coaching Services, or that otherwise belong to Uptra Careers. Uptra Careers and its licensors are and shall remain the sole and exclusive owner of all right, title, and interest in and to all Materials, including any and all trade secrets, trademarks, domain names, original works of authorship and related copyrights, and any other intangible property in which any person holds proprietary rights, title, interests, or protections, however arising, pursuant to the laws of any jurisdiction throughout the world (collectively, "Intellectual Property") therein. Client has a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to use the Material solely for participation in the Program and otherwise to interact with Uptra Careers and acquires no other Intellectual Property rights to the Materials. 

6.6. Breach of this Article 6 could cause irreparable harm and damage to Uptra Careers. Thus, in addition to all other remedies available at law or in equity, Uptra Careers shall have the right to seek equitable and injunctive relief, and to recover the amount of damages (including reasonable attorneys’ fees and expenses) incurred in connection with such unauthorized use or disclosure.

ARTICLE 7: GENERAL

1. Governing Law.  This agreement will be governed by the laws of the Province of Ontario, and the federal laws of Canada applicable therein.  The parties agree the sole place of venue for any dispute arising from or relating in any way to this agreement or the parties shall be held in Ottawa, Ontario.

 

1. Miscellaneous. 

1. This agreement shall inure to the benefit of and be binding upon the respective heirs, executors, successors, representatives, and permitted assigns of the Parties, as the case may be. 
2. This agreement, including any rights or obligations hereunder, may not be assigned by Client. 
3. Sections 2, 3, 4.4, 4.5, 5.1, 6 and 7.2 shall survive termination of this Agreement. 
4. Notice or payments given by one party to the other hereunder shall be in writing and deemed to have been properly given if delivered by courier or sent via email addressed in accordance with the information on the initial page hereof, or such other address as may be provided by written notice by either party.
5. This agreement replaces all previous agreements and any discussions relating to the subject matters hereof and constitutes the entire agreement between Uptra Careers and Client with respect to the subject matters of this agreement.  This agreement may only be modified if in writing signed by each party. 
6. If any term or provision of this agreement is deemed invalid, contrary to, or prohibited under applicable laws or regulation of any jurisdiction, the remainder of the agreement shall be valid. 
7. This agreement may be executed in multiple counterparts and by electronic signature, each of which shall be deemed an original and all of which together shall constitute one instrument.