Terms Of Service


Upscale Art

Terms of Service Agreement


Upscale Art strives to operate in a fair and reasonable manner at all times and it is our goal to maintain an open and trusting relationship with each of our clients. It is, however, important to have certain contractual aspects agreed upon in order to protect both parties and to avoid any misunderstandings or confusion. By requesting our website design services, you agree to provide truthful information at all times, you assert that you are at least the age of eighteen (18) or older, and you explicitly agree to our Terms and Conditions as stated here and as may be modified by us from time to time and available here.

Relationship of the Parties
The parties intend that an independent contractor relationship will be created by this contract, and that no employee/employer relationship is intended or implied.

Your Responsibilities and Obligations
In using this Web site or any product or service provided by Upscale Art, you agree to refrain from:
  • (a) providing any false or misleading information
  • (b) providing any Content or performing any conduct that may be unlawful, illegal, threatening, harmful, abusive, harassing, stalking, tortuous, defamatory, libelous, vulgar, obscene, offensive, objectionable, pornographic, designed to or does interfere or interrupt this Web site or any service provided, is infected with a virus or other destructive or deleterious programming routine, gives rise to civil or criminal liability, or which may violate an applicable local, national or international law;
  • (c) impersonating or misrepresenting your association with any person or entity, or forging or otherwise seeking to conceal or misrepresent the origin of any Content provided by you;
  • (d) using this Web site and any other Upscale Art product or service in any manner that would involve junk mail, spam, chain letters, pyramid schemes, or any other form of unauthorized advertising without our prior written consent;
  • (e) providing any Content that may give rise to our civil or criminal liability or which may constitute or be considered a violation of any local, national or international law, including but not limited to laws relating to copyright, trademark, patent, or trade secrets.

It is your responsibility to register your business as required by local and federal tax laws, and to comply with any other statutes or regulations which may apply to your business.

We reserve the right to refuse to construct or provide support services for any Web site or other media that we judge as unfit due to theme, content or otherwise, or which we feel is not in accordance with our company standards of quality and/or decency. In addition, we reserve the right to refuse to construct or provide support services for any Web sites or media which:
  • (a) contains crude pornographic depictions (tasteful nudity and standard adult content is permitted)
  • (b) promotes hatred towards persons belonging to any ethnic group, religion, or sexual orientation
  • (c) infringes copyright or is contrary to United States laws
  • (d) contain viruses, or promotes unsolicited bulk email (spam)


Project Estimate
We will consult with you to obtain the relevant information for your website project and will provide a free written quotation for all the work requested, including an estimated turnaround time and estimated cost; this is valid for one calendar month from receipt.

Account Passwords
You are responsible for maintaining the confidentiality of any login information assigned to you by Upscale Art, and shall be responsible for all uses of your login information, whether authorized or unauthorized by you. You agree to immediately notify us of any unauthorized use of your user account or password. Assigned passwords are for your use only. Password sharing is a serious network security risk, and may result in immediate termination of your Upscale Art account.

Project Process
Upscale Art's schedule and availability changes on a daily basis, therefore we cannot always guarantee to start work immediately on a project but will arrange a date with the client as to when work can commence, and will provide and estimated date of completion. Upscale Art will endeavor to work within the time frames scheduled, provided you supply us with all required data, information, text, company logos, music, videos, photos, graphics, and any other related materials you wish to be incorporated into the project. Upscale Art is not responsible for any client-related delays in either the commencement or completion of any work requests.

Before commencement of a project, Upscale Art will consult with you to obtain the relevant information and provide you with as accurate a cost estimate as possible. If there are any other issues or requests which could affect the design, development time, or cost, you are responsible for disclosing this information before work begins. For custom designs or products, Upscale Art may at intervals place snapshots of the project on one of Upscale Art's demonstration URLs in order that the client may view and comment upon the design progress, and approve design concepts and prototypes. If this is at the client's request, the time required to prepare and post such previews will be factored into the cost estimate when necessary. Minor revisions, such as text changes or color changes may be done free of charge in the spirit of customer satisfaction, if it is determined that they will not involve a substantial amount of additional design, programming, or development time. Any major revisions not due to problems on our part will be billed at our standard rate of $100 per hour for any required additional time. It is at Upscale Art's sole discretion as to what constitutes 'minor' and 'major' revisions, and we will notify the client if such revisions will involve additional costs before proceeding. When both Upscale Art and the client agree that the design concept meets the criteria agreed during the projecting process, Upscale Art will invoice the client for the remainder of the amount due for the project.

*Special Note Regarding Internet Media: Upscale Art makes every effort to design Internet graphics and Web pages that display acceptably in the most popular CURRENT browsers and screen resolutions, but cannot accept responsibility for anything that does not display acceptably in all versions of the various browsers and/or the many different screen resolutions and computer settings. The same effort is made in creating Internet graphics and Web pages that download within a reasonably short period, but we can not guarantee specific time limits, as many factors play a roll in download time, such as complexity of the graphic or Web page, the user's computer resources, peak Internet traffic periods, and Internet connection.

Acceptance Testing
You will conduct the acceptance tests on the deliverables as soon as possible upon final review to ensure that they perform in accordance with the proposal, and will notify us immediately of problems or errors, so that we can correct them and close the project. If a deliverable does not pass the acceptance test due to design or programming problems on our end, we will correct the failure free of charge. Any required corrections not due to problems on our part may be billed at our usual fee. Once any issues are corrected, you will then repeat the acceptance test. Such processes shall continue until the relevant deliverable passes the acceptance test. If any necessary corrections are not reported within a reasonably timely manner, typically 48 hours for small projects and content updates, or 3-5 working days for Web sites and other large-scale projects, the client may be billed at our usual fee for any time required to reopen the project and related files and material, and to correct the errors.

Usage and Copyright
Client agrees to allow Upscale Art to use examples or screenshots of projects in a company portfolio; this portfolio may or may not be on the Internet. Said screenshots may include, in whole or part, any of the text, graphics, or company information displayed on the project. Client also understands that Upscale Art will place a small "Designed by Upscale Art" or similar statement on the project, and in the case of Web sites, agrees to allow Upscale Art to link to client's Web site from ours, or in promotion of our company services.

Client-Provided Content: All material, including data, information, text, company logos, music, videos, photos and graphics, supplied by the client and used in the construction of the client's project, will remain the client's property. All such material will be assumed to be the property of the client and free to use without fear of breach of copyright laws. By entering into this agreement, you assert that you are the legal owner of all supplied material, or you have legal right to use or distribute said material, and you assume all legal liability, legal costs, or administrative costs that may be associated with investigating or responding to any filed complaints of copyright infringement. Upscale Art may at any time request copies of licensing paperwork for content such as stock photos, music, and videos. We reserve the right to refuse to incorporate any content for which paperwork has been requested and not received. Upscale Art is legally obligated to investigate any claims of copyright infringement, and to take appropriate action when it appears that a legitimate infringement has occurred, such as removing the infringing content from our network if applicable, and cooperating with any subsequent legal action.

Copyright Transfer: The copyright for all material provided by Upscale Art, such as HTML code, graphics, and text, remains the property of Upscale Art unless the client requests and pays for permanent ownership of such content as stated in the initially agreed upon or subsequently agreed upon contract. As soon as the client has made payment in full for all copyrights being transferred, such stated items will become the property of the client and can be altered and redistributed by the client at will.

Expanded Usage: Any custom code or graphics provided by Upscale Art are to be used only for the single purpose contracted for as stated in the initially agreed upon or subsequently agreed upon contract. For Web site designs, the client will be granted a single use, single URL license to the graphics and programming code. The client may not sell or redistribute any custom graphics or code in more than one installation or URL, or in any other forms of media not initially contracted for, including but not limited to advertising Web sites, newspaper ads, phone book ads, calendars, posters, clothing, and any other advertising or promotional material, without prior consent.

Exclusive Use: The parties acknowledge that Upscale Art may accept jobs from other clients to develop projects with the same or similar functionality. Upscale Art may replicate and exploit all techniques, structures, designs and individual modules of program code where applicable, unless the client contracted for exclusive use of the materials, or for a full copyright transfer, and all associated payments have received.

Anonymous Design: We understand that in highly-competitive industries like modeling and entertainment, a client may wish to make it more difficult for their competitors to find us and obtain similar services. If a client does not need all the rights and benefits associated with a full copyright transfer, but would like our name and/or link NOT to appear anywhere on their project or Web site, we offer an Anonymous Design option for a fee which is typically less than the fee for a full copyright transfer.

If a client decides after commencement of a project to inquire about full copyright transfer, expanded usage, exclusive use, or anonymous design, it is at Upscale Art's sole discretion whether or not to enter into such an agreement, and is under no legal obligation to do so. The fees for such benefits are calculated based on the size of the project, estimated value of the project, and in the case of Copyright Transfer and Anonymous Design, we also take into account the projected popularity and exposure of the Web site or project, and the value of projected future client referrals which we would be forfeiting by removing our name and/or link.

Support Services
We stand behind our work and provide unlimited technical support for any legitimate issues with our products or services, which are due to problems on our end. Issues which do not originate from problems on our end will be billed at $50 per hour, $25 minimum.

Terms of Payment
Unless otherwise stated, any prices quoted for work requests are considered to be 'estimates', based on the information/material initially provided by the client. When work is requested Upscale Art will always attempt to anticipate any related effects or consequences and will alert the client to possible additional costs. Any additional time required due to client revisions or unforeseen design or technical problems which are not due to neglect on our part will be billed upon completion of the work.

For complete Web site projects, an invoice will be provided upon acceptance of the proposal in the amount of 50% of the estimated cost plus any third-party materials or services. For all other work requests, an invoice will be provided for the full estimated cost plus any third party materials or services. These initial invoices must be paid before the project can commence.

For complete Web site projects, once the project snapshot has been previewed and approved by the client the final 50% and any remaining third party and additional development charges will be invoiced. For all other work requests, upon completion of the work any remaining third party and additional development charges will be invoiced.

Once a website is completed, work orders for design updates or other work must be paid up front unless otherwise arranged.

Upscale Art reserves the right to revise our pricing schedule at any time without prior notice. If a client has commissioned any services from Upscale Art, and submitted the required deposit prior to a change in prices, that commission will not be subject to any increase.

Any payments made by check which are returned by the bank will incur a $30 insufficient funds charge. This will be invoiced and will be added to the total outstanding debt owed by the client.

If at any point during a development process a client wishes to cancel, they may do so but will be invoiced an amount that Upscale Art judges to be proportional to the amount of work completed on the project. If, during the development process, the client does not supply the content required in order to complete the commission within a reasonable amount of time, Upscale Art will consider that the client wishes to cancel the commission, and will invoice the client for an amount proportional to the amount of work completed on the project. This invoice will be subject to late charges if not paid within 7 days.

If we are forced to hand a client account over to a debt collection agency for collection, the client will be liable for any collection costs incurred.

Assignment and Delegation
We reserve the right to assign or transfer our rights and responsibilities under this contract to another party, and to subcontract the performance of any of our responsibilities under this contract to another party.

You may not assign or transfer any of your rights or responsibilities under this contract to anyone else without our prior written consent.



Transfer of Domain or Website
If Upscale Art registers a domain for a client and the client wishes to transfer the domain to another company, there is a $25 fee at that time to update the domain records to remove our information and add that of the new company. If a client wishes to transfer a website to another host, a website release form must be completed by the client prior to release of the website files. Note: if the website is a self-updatable site, it will no longer be tied to the site admin area, and the page content will need to be reprogrammed onto the pages using standard HTML. We can provide this service at a fee, or it can be provided by a third party once the website release paperwork has been received.

Agreement Validity and Termination
Either party may terminate this agreement at any time either verbally or in writing.

Upscale Art reserves the right to cease immediately without liability to provide the service and to terminate this agreement if a client should go into liquidation or bankruptcy, or otherwise fails to fulfill any obligation in accordance with this agreement.

Liabilities
You agree that Upscale Art will not be liable for any indirect or consequential damages, including but not limited to, loss of profits or for any claim made by any other party.

We shall not be liable to you for any loss or damage directly or indirectly arising out of or in connection with any delay in delivery of the goods or failure to perform obligations under this agreement where such delay is caused directly or indirectly by an act of God, armed conflict, labor dispute, civil commotion, intervention of a government, inability to obtain labor, materials or manufacturing facilities, accidents, interruptions of, or delay in, transportation or any other cause beyond our control.

You agree to defend, indemnify and hold us harmless from and against any and all claims, losses, liabilities and expenses (including attorneys' fees) related to or arising out of the services provided by us to you under this agreement, including without limitation claims made by third parties, liability claims for products or services sold by you, claims for patent, copyright or trademark infringement, claims due to disruption or malfunction of services provided hereunder, or for any content submitted by you for publication by us.

Due to the public nature of the Internet, all material submitted by you for the purpose of publication will be considered publicly accessible. Upscale Art's publication of material submitted by customers does not create any express or implied approval by Upscale Art of such material, nor does it indicate that such material complies with the terms of this agreement.

Upscale Art reserves the right to change or modify any of the terms or conditions contained in these Terms of Services at any time.

We reserve the right to terminate an account, at any time, where the user has made inappropriate or unreasonable use of Upscale Art services, or has violated the terms of this agreement in any way.

By agreeing to these Terms of Service your statutory rights are not affected.