These Terms of Service ("Terms") govern your access to and use of the consulting and professional services (the "Services") provided by UpScale Agency ("we," "us," or "our"). These Terms constitute a legally binding agreement between you and UpScale Agency. By accessing or using our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms.
"Client," "you," and "your" refer to the individual or entity accessing or using our Services.
"Deliverables" refers to the work product, reports, analyses, presentations, or other materials we provide to you as part of the Services.
"Intellectual Property Rights" means all patent rights, copyright rights, moral rights, rights of publicity, trademark rights, trade dress and service mark rights, goodwill, trade secret rights, and other intellectual property rights.
By accessing or using our Services, you agree to be bound by these Terms. If you are using our Services on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms. If you do not agree to these Terms, you may not access or use our Services.
We reserve the right to modify these Terms at any time. We will provide notice of significant changes by posting a prominent notice on our website or by sending you an email. Your continued use of our Services after any such changes constitutes your acceptance of the revised Terms. If you do not agree to the revised Terms, you must stop using our Services.
We will provide the Services as described in any applicable Statement of Work or other written agreement between you and UpScale Agency. We will use reasonable skill, care, and diligence in providing the Services in accordance with applicable professional standards.
You agree to:
You agree to pay all fees specified in any applicable SOW or invoice. Unless otherwise specified, fees are quoted in INR and payment is due within the specified timeframe. We may charge interest on late payments. Fees do not include taxes, which will be added where applicable.
These Terms will remain in effect until the completion of the Services or until terminated. Either party may terminate these Terms or any SOW for convenience upon written notice to the other party.
Each party agrees to maintain the confidentiality of the other party's confidential information, which includes any non-public information disclosed during the provision of Services.
Unless otherwise specified in an applicable SOW, we own all right, title, and interest in and to any pre-existing materials, methodologies, tools, techniques, processes, know-how, and software that we use in providing the Services.
Each party represents and warrants that it has the full right, power, and authority to enter into and perform its obligations under these Terms.
To the maximum extent permitted by law, UpScale Agency shall not be liable for any indirect, incidental, special, consequential, or punitive damages.
You agree to indemnify, defend, and hold harmless UpScale Agency, its officers, directors, employees, agents, and affiliates from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees that such parties may incur as a result of or arising from your use of the Services or Deliverables in violation of these Terms.
UpScale Agency is an independent contractor and not your employee, agent, joint venturer, or partner.
During the term of any SOW and for a period thereafter, you agree not to solicit for employment or hire any employee of UpScale Agency who was involved in providing Services, without our prior written consent.
These Terms shall be governed by and construed in accordance with the laws of India.