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Date Posted : 19/10/2024

Terms of Use

Please read the terms and conditions before using our service.

1.0 Introduction

Upspell LLC is a digital marketing agency specializing in providing digital marketing, web development, website design, and other related services to startups, small businesses, and established enterprises.

2.0 Disclaimer

BY ACCESSING THIS WEBSITE AND OUR SERVICES, YOU AGREE TO BE BOUND BY THE SITE'S TERMS AND CONDITIONS OF USE. YOU ALSO AGREE TO COMPLY WITH ALL APPLICABLE LAWS AND REGULATIONS, AND YOU ARE RESPONSIBLE FOR ADHERING TO ANY LOCAL LAWS AND THEIR JURISDICTION.

IF YOU DO NOT AGREE TO UPSPELL LLC'S TERMS AND CONDITIONS, YOU ARE PROHIBITED FROM USING OR ACCESSING ITS SITE OR ITS SERVICES. THE MATERIALS CONTAINED IN THIS WEBSITE ARE PROTECTED BY APPLICABLE COPYRIGHT AND TRADEMARK LAWS.

3.0 Accessing the Site

By visiting or using this website, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions, as well as our Privacy Policy. Upspell LLC reserves the right to change, suspend, or discontinue the site with or without notice.

The site is intended for use by individuals and entities who can form legally binding contracts under applicable law. Upspell LLC permits you to use the site for your personal, non-business use only. This permission cannot be transferred to anyone else, and we can take it back at any time.

You are not allowed to copy, change, or create a new version of the site. You cannot use the site to build a similar website. Any changes we make to the site in the future will still be covered by these terms.

You agree that Upspell LLC will not be held liable to you or any third party for any change, interruption, or termination of the site or any part thereof.

3.1  Intellectual Property of The Site

All content and materials on this website, including but not limited to text, images, logos, and digital assets, are the property of Upspell LLC or its licensors and are protected by applicable intellectual property laws. Unauthorized use of these materials is prohibited by any means.

3.2 Copyright of Content

All content on this website, including text, graphics, logos, images, and digital materials, is the exclusive property of Upspell LLC or its content suppliers. They are all protected by copyright laws. Unauthorized reproduction, distribution, or use of any content without prior permission from Upspell LLC is strictly prohibited.

4.0 Terms of Services

The company provides a wide range of digital marketing services, from website design to search engine optimization to various creative design services.

The services will be customized to the specific needs and goals of the client, which will be discussed during the project onboarding process.

The company reserves the right to make changes or improvements to the services at any time to improve their effectiveness or to comply with regulatory requirements.

The client will be informed of any significant changes that may impact the scope or cost of the services.

To ensure the successful execution of the services, the client agrees to:

  • Provide timely access to necessary information, such as website login details, marketing materials, branding guidelines, and any other relevant assets.
  • Offer prompt feedback on deliverables, including approvals, changes, and other input required for the project to proceed without delays.
  • Designate a primary point of contact who will be responsible for communication and decision-making throughout the project.

To ensure the successful execution of the services, the client agrees to:

  • Guaranteeing specific results, such as a particular search engine ranking, a fixed number of leads, or specific sales figures.
  • Providing services outside the agreed-upon scope unless an additional contract or agreement is established to cover such services.
  • Ensuring legal compliance or fulfilling regulatory obligations for the client’s business.

Upspell LLC mainly provides three major services, below, we would like to set our terms and conditions for the services:

5.0 Terms and Condition for SEO Service

Upspell LLC offers a wide range of SEO services designed to improve your online visibility, including but not limited to:

  • SEO Audits
  • On-page Optimization
  • Off-page SEO
  • Link Outreach
  • Link Building
  • Local SEO
  • Content Marketing & Optimization
  • Other services related to SEO optimization

5.1 Client Responsibilities

To ensure Upspell LLC delivers effective SEO services, you agree to provide all necessary access to the website, including admin access, hosting details, and relevant project information. Additionally, you are responsible for providing required content, images, or product details for optimization purposes.

5.2 No Guarantee of Results

While Upspell LLC aims to improve your website’s performance and ranking, we cannot guarantee specific outcomes such as ranking positions, traffic increases, or sales. SEO is influenced by various factors, including search engine algorithms, competitor activities, search engine policies, content authority, and many other factors that are beyond our control.

5.3 Payment Terms

Upspell LLC strives to provide top-tier services, and our team works hard to meet client expectations. We expect clients to adhere to the agreed-upon payment plans. All payments must be made within 7 working days of receiving the invoice.

5.4 Confidentiality

We understand the importance of confidentiality in business, and Upspell LLC takes great care in handling all sensitive details shared with us. All information will be kept strictly confidential and used only for the purpose of providing SEO services.

5.5 Limitation of Liability

Upspell LLC will not be held liable for any negative impacts caused by changes in search engine algorithms, actions taken by third-party websites (including link removals or changes), or any loss of business, profits, or reputation resulting from ranking fluctuations or website downtime.

5.6 Termination of Services

Either party may terminate the agreement with 7 days’ notice. In the event of termination, all outstanding payments must be settled within 7 working days. Upspell LLC will transfer any remaining deliverables and revoke access to any tools or services during this period.

5.7 Contact Information

For any queries or concerns regarding these Terms and Conditions or our SEO services, please contact us at: [email protected]

6.0 Terms and Conditions for Website Development Service

Upspell LLC has established these Terms and Conditions for our website development services. By engaging our services, clients agree to comply with and be bound by these terms.

6.1 Payment Terms

A 50% deposit of the total project cost is required before the commencement of a website design and development project. Upon completion of the project, the remaining 50% must be paid within 7 working days.

6.2 Project Timeline

Upspell LLC agrees to complete the project within the agreed-upon timeframe, as outlined in the project proposal. Delays in receiving necessary information or materials from the client may extend this timeline. If any delays occur on our side, Upspell LLC will discuss the issue with the client and may seek an extended timeline for project completion. Upspell LLC may offer compensation for the extended period of time.

6.3 Project Proposal

A detailed project proposal will be provided. Acceptance of the proposal through payment will constitute acceptance of these Terms and Conditions. To initiate the project, a mock-up of the homepage must be approved by the client before development begins.

6.4 Website Review and Revisions

The client will review the completed website, and upon approval, the website will be launched. The client is entitled to one revision apart from the initially agreed-upon mock-up design, where they may suggest changes. These changes may require additional time and could extend the project timeline. Further revisions to the project will incur additional charges.

6.5 Client Responsibilities

Clients must provide all essential content (text, images, videos) before development begins. Delays in content delivery can affect the project timeline, and additional charges may apply for major changes or extra content addition after approval.

6.6 Additional Charges

Updates or changes not included in the original quote will be charged at an hourly rate. Any changes made by the client or third parties that require adjustments by Upspell LLC will also incur hourly charges.

6.7 Liability

Upspell LLC will not be responsible for any damages or errors caused by the client or other parties after the website has been handed over.

6.8 Termination of Project

If the client terminates the project before completion, payment for all completed work must be made within 7 days. Upspell LLC retains ownership of the intellectual property used in the project. The client also agrees to allow the company name “Upspell LLC” to appear on the website’s homepage.

6.9 Contact Information

For more information regarding Upspell LLC’s website design and development Terms and Conditions, please fill out the contact form or email us at: [email protected]

7.0 Terms and Conditions for Creative Design Service

Upspell LLC offers a range of creative design services, including visually compelling graphics, user-friendly UI/UX designs, and engaging content writing for various marketing materials. Below are the terms and conditions for engaging with Upspell LLC:

7.1 Project Proposal and Payment Terms

A detailed project proposal outlining the services, timelines, and deliverables will be provided to the Client before the project begins. A 50% deposit is required to commence the project, with the remaining balance due upon completion.

7.2 Client Responsibilities

The Client agrees to provide Upspell LLC with all necessary content, information, and feedback required for the project. The Client must promptly approve deliverables at each stage to avoid delays and respond to communications within the agreed timeframe to ensure the project progresses smoothly.

7.3 Revisions and Additional Work

The Client is entitled to a specified number of revisions during the design or content creation process, as outlined in the project proposal. Any additional revisions beyond this limit may incur extra charges. Once the final deliverables are approved by the Client, further changes will be treated as a new project or phase, subject to separate fees.

7.4 Ownership and Intellectual Property

Upon full payment, the Client will own the rights to all final creative designs, UI/UX deliverables, and written content produced by Upspell LLC.

7.5 Client-Provided Materials

The Client is responsible for ensuring that any materials they provide, such as logos, graphics, or content, are free from copyright infringement. The Client assumes full responsibility for the legal use of such materials.

7.6 Termination of Agreement

Either party may terminate the agreement by providing a 7-day written notice. If the Client terminates the project before completion, payment for all work completed up to the termination date must be made within 7 days. If Upspell LLC terminates the agreement, the Client will receive all completed work up to that point, along with a pro-rata refund for any unfinished portions of the project.

7.7 Portfolio Rights

Upspell LLC reserves the right to showcase any designs, content, or UI/UX deliverables created during the project in its portfolio and for marketing purposes. If the Client wishes for the project to remain confidential and not be showcased, they must notify Upspell LLC in writing before the project begins.

7.8 Contact Information

For any questions regarding these Terms and Conditions or inquiries about your project, please contact us at: [email protected]

8.0 Access and Control

To complete the services, the client needs to give Upspell LLC access to accounts like:

  • Website and hosting accounts
  • Social media (e.g., Facebook, Instagram, Twitter)
  • Email marketing tools
  • Paid ads platforms (e.g., Google Ads)
  • Analytics tools (e.g., Google Analytics)

Upspell LLC needs admin or similar access to run campaigns and manage tasks. The client must provide secure and accurate logins from the start.

9.1.1 Client’s Responsibilities

  • The client is responsible for ensuring the login info is valid and up-to-date.
  • The client should monitor their account security by managing passwords and security settings.
  • The client agrees to provide access to the entire project and ensure that third-party platform rules are followed.

9.1.2 Upspell LLC’s Responsibilities

  • Upspell LLC will use the client's account access only for the agreed services. No misuse will occur.
  • Data Security: Upspell LLC will protect client data and login info using secure practices.
  • Third-Party Issues: Upspell LLC is not responsible for issues like downtime or account suspensions caused by third-party platforms (e.g., Facebook or Google). However, Upspell LLC will help resolve the issues if possible.

9.1.3 Revoking Access

The client can remove Upspell LLC's access at any time, but this may impact our ability to complete the work. The client must inform Upspell LLC in writing if access is removed.

If the contract ends, the client can take back access to all platforms unless otherwise stated in the agreement.

9.1.4 RControl Over Digital Assets

  • During the project, Upspell LLC may create content (like ads, website pages, or social media posts). The client owns these once all payments are made.
  • The client can ask for full control over any assets at any time, as long as payments are current.
  • After the project is done and paid for, the client will have full control over all assets created.

9.1.5 Third-Party Access

  • If the client allows other vendors or agencies access to their accounts, Upspell LLC won’t be responsible for any issues caused by them. The client must manage communication between all parties.
  • If third-party access creates conflicts, Upspell LLC may pause work until the issue is resolved.

9.1.6  Changing Access Permissions

If the client changes Upspell LLC’s access level (e.g., reducing admin rights), they need to inform Upspell LLC immediately. Any project delays due to restricted access are the client’s responsibility.

9.1.7 Emergency Situations

  • If an account is hacked or compromised, both the client and Upspell LLC must act quickly to resolve it. Upspell LLC will help with recovery, but the client is ultimately responsible for securing their accounts.
  • If there’s a disagreement about account access, both the client and Upspell LLC will try to resolve it quickly. Access may be restricted during the dispute, but Upspell LLC will not be held responsible for project delays.

9.1.8 Ending the Contract

  • When the contract ends, Upspell LLC will return all access to client accounts. The client will keep ownership of any digital assets created, provided all payments have been made.
  • If payments are outstanding, Upspell LLC may withhold some assets or access until the payment is complete.

10.0 Intellectual Property

10.0.1 Client Materials:

Any content, branding elements, trademarks, logos, or other materials provided by the client for the project remain the exclusive property of the client. Upspell LLC will not claim ownership of such materials.

9.1.8  Upspell LLC Created Materials:

All content, designs, strategies, and materials created by Upspell LLC during the project, such as marketing copy, graphic designs, website layouts, logos, ads, and social media posts, belong to Upspell LLC until full payment is made.

Once the client pays in full, the ownership of these deliverables will transfer to the client, except for certain tools, templates, or assets that remain Upspell LLC's property.

11.0  Licensing of Pre-Existing Intellectual Property

In some instances, Upspell LLC may use pre-existing intellectual property such as templates, code libraries, stock images, or proprietary software to provide services. The client is granted a non-exclusive, non-transferable permission to use such materials solely for the project.

Ownership of these underlying assets remains with Upspell LLC or the respective third-party providers. If the project involves the use of third-party tools or services (e.g., licensed images, plugins, fonts, software), the client may be required to obtain separate licenses to legally use these materials. Upspell LLC will inform the client of any such requirements in advance.

12.0 Copyright

All original content created by Upspell LLC during the project, including but not limited to text, designs, video content, and coding, is protected by copyright law. Upon receipt of full payment, the copyright for the specific deliverables outlined in the contract will be transferred to the client, granting them full ownership.

Upspell LLC reserves the right to retain and use copies of all project deliverables for portfolio purposes, promotional materials, or case studies unless otherwise agreed upon in writing by both parties.

13.0 Trademark Use

Upspell LLC will only use the client’s trademarks, logos, or branding elements as needed to complete the work. Upspell LLC won't use them for anything else without the permission of the client.

However, Upspell LLC will have moral rights and may use the client’s logos and branding in marketing materials or examples of our work.

14.0  Restrictions on Use of Intellectual Property

The client agrees not to resell, distribute, or share any deliverables created by Upspell LLC without express permission. The deliverables are intended for the client's use in the context of their business or project and may not be shared with third parties without prior written consent.

Any modification or alteration of the materials provided by Upspell LLC without permission may invalidate any warranties, and Upspell LLC will not be held responsible for the resulting impact on performance or functionality.

15.0 Moral Rights

Upspell LLC retains moral rights to be credited for the original work created during the project. The client may not claim authorship of the deliverables without proper attribution to the company unless otherwise agreed upon.

16.0  Confidentiality and Privacy

  • At Upspell LLC, we prioritize the confidentiality and privacy of our clients and their customers. All confidential information shared, including business strategies, customer data, and marketing materials, will be protected and used solely for project purposes.
  • Both parties are committed to employing industry-standard security measures to safeguard this information. Upspell LLC may collect personal information from clients and their customers, including names, email addresses, phone numbers, and other information necessary for the provision of services.
  • Upspell LLC will not share this information with third parties without consent, except for trusted vendors who adhere to confidentiality agreements. Both parties agree to uphold confidentiality during the project and for two years after its completion.
  • In the event of a breach of confidentiality, the affected party must notify the other party immediately. The parties will then work together to mitigate any damages resulting from the breach. If a breach occurs due to negligence or failure to protect confidential information, the responsible party will be liable for any direct damages suffered by the affected party.
  • Upspell LLC reserves the right to update or modify this confidentiality and privacy policy at any time. Clients will be notified of significant changes, and continued use of Upspell LLC’s services will be considered acceptance of the revised terms.

17.0 Termination

Either party may terminate the agreement at any time by providing written notice to the other party.

17.1 Termination by the Client

The client may terminate the agreement if:

  • Upspell LLC fails to meet agreed-upon deadlines or deliverables without a reasonable explanation or notice.
  • The services provided do not align with the agreed-upon specifications or quality standards.
  • Upon termination by the client, Upspell LLC will cease all services and provide a final invoice for services rendered up to the termination date.

17.2 Termination by Upspell LLC

Upspell LLC may terminate the agreement if:

  • The client fails to make timely payments as outlined in the contract.
  • The client engages in unlawful activities or violates any applicable laws or regulations.
  • The client provides false or misleading information during the onboarding process.
  • Upon termination by Upspell LLC, the client will receive a written notice outlining the reasons for termination.

17.3 Consequences of Termination

  • Final Payments: Upon termination, any outstanding fees for services rendered up to the termination date must be settled within 7 working days.
  • Return of Materials: Both parties agree to return or destroy any confidential information and materials belonging to the other party upon termination.
  • Ownership of Deliverables: Any deliverables created by Upspell LLC before termination will remain the property of Upspell LLC until full payment is received.
  • Once payment is made, ownership will transfer to the client, subject to the provisions of the intellectual property section.

18.0  Governing Law and Jurisdiction

These Terms and Conditions are governed by and construed in accordance with the laws of the State of Wyoming. Any disputes arising from the use of Upspell LLC’s services or website will be subject to the exclusive jurisdiction of the courts in Wyoming.

By using this website, you agree to comply with the applicable laws of Wyoming and to resolve any disputes in the designated courts.

19.0  Changes to Terms of Service

Upspell LLC reserves the right to modify or update these Terms of Service at any time. Any changes will be effective immediately upon posting on our website. We encourage users to review the Terms regularly to stay informed about updates.

20.0 Refund Policy

At Upspell LLC, we are committed to delivering high-quality services that meet the needs and expectations of our clients. However, we understand that there may be situations where a refund is requested. Please review our refund policy for more information.

21.0 Contact Us

21.0 Contact Us If you have any questions about this Terms of Use, please fill out the Contact Us form or write to us at [email protected]