By signing up as a client of Upperhand Creative or using the UpperhandCreative.com website, you agree to be legally bound by these conditions. Please read these terms and conditions carefully. Upperhand Creative may change these terms at any time by updating this page. You should visit this page periodically to review these conditions, as they are binding to you. If you do not agree with ALL of these terms, then you are expressly prohibited from using the site and must discontinue use immediately.
INTELLECTUAL PROPERTY RIGHTS
Unless otherwise indicated, the Site is our proprietary property and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Site (collectively, the “Content”) and the trademarks, service marks, and logos contained therein (the “marks”) are owned or controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the United States, foreign jurisdictions, and international conventions. No materials may be copied, distributed, republished, downloaded, reproduced, shared, posted, or transmitted in any method unless fully authorized in writing by an authorized Upperhand Creative representative.
Upperhand Creative may grant permission to your organization to use materials on this Site at its discretion. Materials given permission to use may not be modified in any way, be used for commercial purposes, be decompiled or reversed engineered, remove copyright/proprietary notations, or transferred to another person to “mirror” or “duplicate” on any other server.
By using the Site, you represent and warrant that:
1. All registration information you submit will be true, accurate, current, and complete.
2. You will maintain accuracy of such information and promptly update such registration information as necessary.
4. You are not a minor in the jurisdiction in which you reside.
5. You will not access the Site through automated or non-human means, whether through a bot, script, or otherwise.
6. You will not use the Site for any illegal or unauthorized purposes.
7. Your use of the Site will not violate any applicable laws or regulations.
If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Site (or any portion thereof).
You may be required to register with the Site. You agree to keep your password confidential and will be responsible for all use of your account and password. We reserve the right to remove, reclaim, or change a username you select if we determine, in our sole discretion, that such username is inappropriate, obscene, or otherwise objectionable.
THE SITE IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SITE AND OUR SERVICE WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SITE AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SITE’S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE SITE AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY:
1. ERRORS, MISTAKES, OR INACCURACIES OF CONTENT MATERIALS
2. PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SITE.
3. ANY UNAUTHORIZED ACCESS OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN.
4. ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE.
5. ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY.
6. ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE.
WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SITE, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING.
Release of liability
Upperhand Creative is simply the “middle man” between Clients and the Creatives participating on the UpperhandCreative.com website. You hereby acknowledge that Upperhand Creative shall have no obligation or duty to perform trademark, service mark or copyright searches or inquiries, or the like, in order to validate the propriety or legality of any delivered work. Accordingly, you are encouraged to perform your own independent searches with regard to any submitted work before using it in any way. Furthermore, you acknowledge that Upperhand Creative shall have no responsibility or obligation of any kind to assist you in seeking state or federal intellectual property protection (i.e., without limitation, trademark or copyright registration) for any work, nor shall Upperhand Creative be responsible for otherwise assisting you in any way in your attempt to perfect your rights in or to any completed work. You also agree that Upperhand Creative is in no way responsible for ensuring the originality of any creative work delivered, and that it is your full responsibility to research all creative work received by you before using it in any way. Upperhand Creative is in no way responsible for any legal or financial difficulty of any kind incurred by using any service purchased through Upperhand Creative.
Each party acknowledges that the other party has entered into this Agreement relying on the limitations of liability stated herein and that those limitations are an essential basis of the bargain between the parties. Without limiting the foregoing and except for payment obligations, neither party shall have any liability for any failure or delay resulting from any condition beyond the reasonable control of such party, including but not limited to governmental action or acts of terrorism, earthquake or other acts of God, labor conditions, power failures, or website outages.
EXCEPT FOR ANY INDEMNIFICATION AND CONFIDENTIALITY OBLIGATIONS HEREUNDER OR YOUR BREACH OF ANY INTELLECTUAL PROPERTY RIGHTS AND/OR PROPRIETARY INTERESTS RELATING TO THE SERVICE, (i) IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER THIS AGREEMENT FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND (ii) UPPERHAND CREATIVE’S AGGREGATE LIABILITY TO ANY CREATIVES OR COMPANIES OUTSOURCING THEIR WORK TO UPPERHAND CREATIVE.
UPPERHAND CREATIVE IS NOT RESPONSIBLE FOR THE LOSS OR THEFT OF ANY PERSONAL INFORMATION OF PERSONS REGISTERED AT https://WWW.UPPERHANDCREATIVE.COM DUE TO THE UPPERHAND CREATIVE WEBSITE, SCRIPT OR DATABASE BEING HACKED, DAMAGED, OR ILLEGALLY ACCESSED.
IN NO EVENT WILL UPPERHAND CREATIVE, ANY OF OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SITE. EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO $50.
There may be information on the Site that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Site at any time, without prior notice.
YOUR UPLOADED CONTENT
Any text, documents, PDF, images, videos, files you upload to our server or submitted through email are considered “Your Content”. All materials and content submitted to us when creating your design request or projects remain your property. You are held 100% liable for all content submitted and their use in completed design. You represent that you have all necessary rights to Your Content and that you’re not infringing or violating any third party’s rights by posting it. We do not provide any copyrights, trademarks, or licenses research when using your content. What you provide, shall be used as-is and you are held liable for the published work Upperhand Creative submits back to you.
Responsibility for Your Content: You understand that you are solely responsible for Your Content. You represent that you have all necessary rights to Your Content and that you’re not infringing or violating any third party’s rights by posting it.
Permission to Use Your Content: By posting Your Content through our Dashboard or submitting them via Email, you grant Upperhand Creative a license to use it. Upperhand Creative will never claim ownership of your content, however we reserve the right to use published or unpublished work on our website and in advertising materials. You will still own exclusive rights to your content and any licenses you own remain yours. You simply grant us permission to use.
Rights You Grant Upperhand Creative: By posting Your Content, you grant Upperhand Creative a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use, display, edit, modify, reproduce, distribute, store, and prepare derivative works of Your Content to provide the Services and to promote Upperhand Creative, your Upperhand Creative profile and packages, or the Services in general, in any formats and through any channels, including across any Upperhand Creative Services or third-party website or advertising medium.
Reporting Unauthorized Content: If content that you own or have rights to has been posted to the Services without your permission and you want it removed, contact us via email. If Your Content infringes another person’s intellectual property, we will remove it if we receive proper notice. We will notify you if that happens.
Inappropriate, False or Misleading Content: You agree that you will not post any content that is abusive, threatening, defamatory, obscene, vulgar or otherwise offensive or in violation of any part of our Terms. You also agree not to post any content that is false and misleading or uses the Services in a manner that is fraudulent or deceptive.
FEES AND REFUNDS
All sales are final. The client is expected to participate and follow the instructions and guidance given. Refunds are not offered and are at the discretion of Company.
You agree to pay all fees in full as specified during registration and within your signed agreement prior to any services being rendered by Upperhand Creative under this Agreement. You further agree to authorize Upperhand Creative to automatically charge your method for the fee on each anniversary of your registration date, based upon your billing frequency stated in your agreement (e.g. monthly, quarterly, annually). Your account and access to services and files may be suspended in the event of non-payment of applicable fees. You represent and warrant to Upperhand Creative that such billing information is accurate, up to date, and that you’re authorized to make the payment.
Client agrees not to request, advise, file a claim, or seek Client’s bank or credit card company for a chargeback for consideration paid under this Agreement. Client agrees to waive any rights Client may have under applicable state and federal truth in lending laws or otherwise (including, but not limited to, under Client’s credit card issuer’s procedures for resolving such disputes). Client agrees that any disputes that Client may have with respect to consideration paid hereunder must be addressed directly between Client and Company. If a chargeback occurs, Client shall have materially breached the Agreement and shall forfeit all remaining services that have not yet been performed under the Agreement. Company shall have no further obligation to Client. Further, the amount of the chargeback shall be subject to a finance charge in the amount of one and one-half percent (1 ½%) per month until paid in full by Client. Further, Company shall be entitled to recover from Client all damages, and reasonable and necessary attorneys’ fees, and costs associated with pursuing collection and/or recovery of the amount of the chargeback.
OWNERSHIP, COPYRIGHT, TRADEMARK, AND PROVIDED FILES
All design and original source files created while you are enrolled with us are yours to keep and own. You must provide our designers with sufficient content and instructions to complete the work. All files submitted to Upperhand Creative must be owned by you and not be stolen from another entity. You are 100% responsible for all materials submitted to us to create designs for you. Even in completed design that we submit to you, we are not liable for any infringement on intellectual property rights.
You agree to indemnify, defend, and hold harmless Upperhand Creative and its affiliates, officers, members, managers, agents, successors and assigns (the “Indemnified Parties”) from and against all claims, demands, liabilities, damages, and costs including, without limitation, its reasonable attorneys’ fees, arising out of or relating to (i) your breach of any of the terms of this Agreement, (ii) your use of the services provided pursuant to the Site, and (iii) infringement of third party’s intellectual property rights or other proprietary rights.
RELEASING COMPLETED WORK
We hold ourselves to a high standard of delivery and would never intentionally submit final files with errors to you. However in a rare event that you do receive a file with errors, please notify us promptly and we will do our best to quickly make the revisions and re-submit to you. Upperhand Creative is not liable for any loss of business or loss of revenue incurred from errors in our design files. Please make sure you check the design before ordering print or finalizing for marketing.
You agree that any work done for hire (includes purchase of any premade designs/scripts/files) includes the transfer from the creative to the client of a royalty-free, irrevocable exclusive worldwide right to use “completed creative material” in any way whatsoever, this transfer of rights occurs when payment has been made in full to Upperhand Creative, even if the work has not been completed. Upperhand Creative retains the rights to display the work in their portfolio and advertising as an example of the work they do.
The client agrees that any non-payment issues, including but not limited to chargebacks, reversals, declined payment methods and refunds will result in all ownership in the created work reverting back to Upperhand Creative. This includes work done on behalf of the client for third parties.
All communication between you and any Upperhand Creative representative are held confidential. We will not disclose your private information or project information with unauthorized users.
You may submit as many project requests as you humanly can and all requests will be stored on our management software and prioritized accordingly. Our team will work on one task at a time for you including revisions, for all Core Plan members, or three designs at a time under the Pro Plan, including revisions. No video editing or motion graphic requests will be accepted unless you have the Pro Plan. In order for us to move onto the next project, your current project must be fully completed and approved before we can move onto the next project. You can also Pause or Cancel a project if you no longer wish for that project to be completed. Pausing or Canceling a project will instantly stop its production and allow our team to move onto the next project in line.
We reserve the right, but not the obligation to:
3. In our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your contributions or any portion thereof.
4. In our sole discretion and without limitation, notice, or liability, to remove from the Site or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems.
5. Otherwise manage the Site in a manner designed to protect our rights and property and to facilitate the proper functioning of the Site.
3RD PARTY WEBSITES AND CONTENT
Upperhand Creative has not reviewed or approved all sites linked to its Internet web site. Upperhand Creative is not responsible for any contents of any such linked websites. 3rd Party Links does not imply endorsement by Upperhand Creative. Please use your best judgement and discretion when using such links.
(b) Amendment. No modification, amendment, or waiver of these Terms and Conditions or any part hereof shall be binding unless evidenced in writing and signed by Upperhand Creative.
(c) Severability. If any provision of these Terms and Conditions is held by a court of competent jurisdiction to be invalid, void, or unenforceable, then such provision shall be deemed null and void, but the remaining provisions shall continue in full force without being impaired or invalidated in any way.
(d) Mutual Participation. The language of these Terms and Conditions shall be deemed to be the language mutually chosen by the parties and no rule of strict construction shall be applied against or in favor of either party hereto.
(e) Headings. The section headings and other headings contained herein shall not affect the meaning or interpretation of these Terms and Conditions.
(f) Choice of Law; Forum. These Terms and Conditions shall be governed by the substantive law of the State of Florida, without reference to any choice of law rules that would result in the application of the substantive law of any other jurisdiction. The parties agree that any disputes arising out of or relating to these Terms and Conditions shall be submitted to the federal courts having jurisdiction in Orlando, Florida, or state courts having jurisdiction in the area in which such federal courts have jurisdiction, and the parties consent to the personal jurisdiction of such courts with respect to such disputes.
(g) Assignment. You may not assign or otherwise transfer (by operation of law or otherwise) any of your rights or duties hereunder unless Upperhand Creative agrees in writing after receiving prior written notice. Any attempted assignment or other transfer without the requisite consent shall be null and void ab initio. Upperhand Creative may assign or otherwise transfer any of its rights or the performance of any of its duties without your consent.
(h) Waiver. The waiver by Upperhand Creative of a breach or a violation of any provision of these Terms and Conditions shall not operate as or be construed to be a waiver of any subsequent breach or violation of any provision of these Terms and Conditions.
(i) Independent Contractors. The parties and their respective personnel are and shall be independent contracts and neither party by virtue of these Terms and Conditions shall have any right, power or authority to act or create any obligation, express or implied, on behalf of the other party.
(j) Force Majeure. If the performance of any part of these Terms and Conditions by either party is prevented, hindered, delayed or otherwise made impracticable by reason of any flood, riot, fire, judicial or governmental action, labor disputes, act of God or any other causes beyond the control of either party, that party shall be excused from such to the extent that such performance is prevented, hindered or delayed by such causes.
(k) Capacity. The parties hereby warrant and represent that they have all necessary rights and authority to execute these Terms and Conditions and to fulfill their obligations hereunder.
(m) Further Assurances. The parties hereto shall, at their own cost and expenses, execute and deliver such other documents, artwork, programming code and instruments and shall take such other action as may reasonably be required or appropriate to evidence or carry out the intent and purposes of these Terms and Conditions. Offer valid for new customers only.
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