Terms and Conditions

Terms and Conditions
Last Updated 2025

AGREEING TO TERMS
By signing up as a client of Upperhand Creative LLC (“Upperhand Creative”) or using the
UpperhandCreative.com website (the “Site”), you agree to be legally bound by these
conditions. Please read these Terms and Conditions carefully. Upperhand Creative may
change these Terms and Conditions at any time without prior notice by updating this page. You
should visit this page periodically to review these conditions, as they are binding to you. Your
continued use of this Site indicates your acceptance of the amended Terms and Conditions.
Upperhand Creative may also, from time to time, issue additional guidelines and rules with
respect to using the Site. By using the Site, you agree that you will comply with any such
additional guidelines and rules. If you do not agree with ALL of these terms, then you are
expressly prohibited from using the site and must discontinue use immediately.

LICENSE
Upperhand Creative grants you a limited non-exclusive, non-transferable, and revocable license
to access and use the Site, only for your personal use and not for purposes of resale. This license
terminates automatically if you breach these Terms and Conditions. You do not have the right to
modify this Site, its content, or any copyright or other proprietary notices. Unauthorized use of
this Site may violate copyright laws, trademark laws, the laws of privacy and publicity, and
communications regulations and statutes.

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
Content 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 Content on this Site at
its discretion. Content given permission to use may not be modified in any way, be used for
commercial purposes, be decompiled or reverse engineered, have copyright/proprietary
notations removed, or be transferred to another person to “mirror” or “duplicate” on any other
server.

USER REPRESENTATION
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.
3. You have the legal capacity and you agree to comply with these Terms and Conditions.
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).

PROHIBITED ACTIVITIES
The following activities are also expressly prohibited without Upperhand Creative’s prior
written permission: (i) any non-personal or commercial use of this Site; (ii) use of any robot,
spider, other automatic device, or manual process to monitor or copy this Site or any of its
content; (iii) attempting to gain unauthorized access to any of our services, user accounts,
computer systems or networks through hacking, password mining or other means; (iv)
“mirroring” this Site or any content on any other server; (v) reverse engineering, attempting
to derive source code from, or translating for commercial purposes any part of the Site; (vi)
collection or use of information for a supplier of competitive or comparable products or
services; (vii) misusing the Site or the services provided, creating fraudulent user accounts,
or collecting or storing personal information about other users; (viii) any action that imposes
an unreasonable or disproportionately large load on this Site or otherwise interferes with its
functioning; and (ix) any other action that may reasonably and adversely jeopardize
Upperhand Creative’s reputation or quality or services.

USER REGISTRATION
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.

DISCLAIMER
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.
LIMITATIONS
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.

DISPUTE RESOLUTION
Any legal action or whatever nature brought by either you or us (collectively, the “Parties”
and individually, a “Party”) shall be commenced or prosecuted in the state and federal courts
located in United States, Orlando, FL, and the Parties hereby consent to, and waive all
defenses of lack of personal jurisdiction and forum non conveniens with respect to venue and
jurisdiction in such state and federal courts. Application of the United Nations Convention on
Contracts for the International Sale of Goods and the Uniform Computer Information
Transaction Act (UCITA) are excluded from these Terms and Conditions. In no event shall
any claim, action, or proceeding brought by either Party related in any way to the Site be
commenced more than 6 months after the cause of action arose.

CORRECTIONS
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.

SERVICES
You understand that if you purchase services from Upperhand Creative, or if you perform
services for Upperhand Creative, you agree to be legally bound by additional terms as may be
set forth in a separate agreement from time to time in addition to any terms in these Terms and
Conditions.

UPLOADED CONTENT
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.

SITE MANAGEMENT
We reserve the right, but not the obligation to:
1. Monitor the Site for violations of these Terms and Conditions of Use
2. Take appropriate legal action against anyone who, in our sole discretion, violates the law of
these Terms and Conditions of Use, including without limitation, reporting such user to law
enforcement authorities.
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.

ECPA NOTICE
This Site treats email messages and other communications through this Site as private.
Exceptions are those permitted by law, included under the Electronic Communications
Privacy Act of 1968, 18 U.S.C. Sections 2701-2711 (the “ECPA”). The ECPA permits our
limited ability to intercept and/or disclose electronic messages, including, for example (i) as
necessary to operate our system or to protect our rights or property, (ii) upon legal demand
(court orders, warrants, subpoenas), or (iii) where we receive information inadvertently which
appears to pertain to the commission of a crime. This Site is not considered a “secure
communications medium” under the ECPA.
USA PATRIOT ACT NOTICE
The U.S. federal USA Patriot Act (“USA Patriot Act”) provides generally for the operator of
a communication host and law enforcement to be able to monitor any content, upon request of
the operator. We anticipate fully complying with all our obligations, and availing ourselves of
all our rights, under the USA Patriot Act.

CALIFORNIA RESIDENTS
IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE YOUR RIGHTS WITH
RESPECT TO CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS “A
GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR
DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF
EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE
MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”

Misc provisions
(a) Entire Agreement. These Terms and Conditions, together with any signed contract
between you and Upperhand Creative, set forth the entire agreement and understanding of the
parties with respect to the subject matter hereof and supersede any and all prior oral or written
agreements and understandings, and any and all contemporaneous oral agreements and
understandings (excluding any associated agreements required by Upperhand Creative (e.g.,
privacy policy, Client Services Agreement, or Independent Contractor Agreement) as a
condition precedent to Clients’ use of the Service), between you and Upperhand Creative
regarding the subject matter of these Terms and Conditions.
(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 contractors 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.
(l) 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.
(m) Intended for Use Only in the United States. This Site is controlled and operated by
Upperhand Creative from its offices within the United States. Company does not represent
that this Site is appropriate or available for use elsewhere; access to this Site from locations
where its contents are illegal is not authorized. If you access this Site from outside the United
States, you do so on your own initiative and at your own risk.
(n) Authority, Eligibility. In accordance with the Children’s Online Privacy Protection Act,
children under the age of 13 are prohibited from using this Site. If you are a parent or
guardian or a minor child, you may use this Site in compliance with these Terms and
Conditions on their behalf, and any reference to “you” or “your” in these Terms and
Conditions shall refer to such minor child. Membership on this Site is null and void if
prohibited by applicable law. By using the Site, you represent and warrant to us that you are
at least 18 years of age, that you have the proper right, authority and capacity to enter into
these Terms and Conditions on your behalf or on behalf of another person, and that you will
abide by the Terms and Conditions and conditions contained in these terms.

TERMS OF SERVICE
Effective Date: December 1, 2025

1. Introduction
Welcome to Upperhand Creative LLC (“we,” “us,” or “our”). These Terms of Service (“ToS” or “Agreement”) govern your access to and use of our services, including placement of independent content specialists; provision of content topics based on keyword research; setup and management of content workflows; training related to content approvals and publishing processes; and access to content scheduling, approval, and project management systems (collectively, the “Services”). By accessing, using, or interacting with our Services, you (“User,” “you,” or “your”) agree to be bound by these ToS and our Privacy Policy, which is incorporated by reference into this Agreement. If you do not agree to these ToS, you must discontinue your use of the Services immediately.
This Agreement forms a legally binding contract between you and Upperhand Creative LLC. Please read these ToS carefully. By accepting these ToS, you also acknowledge and accept the Arbitration Agreement contained in Section 15, which waives your right to a jury trial and to participate in class actions.
2. Definitions
“Account”: The account you create when you register to use our Services.
“Content”: Any and all text, data, images, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, music, artwork, computer code, and other materials provided through the Services.
“Data”: Any information, including Personal Data, that you provide or that is collected from you in connection with your use of the Services.
“Personal Data”: Any information relating to an identified or identifiable individual, as defined under applicable privacy laws.
“Sales Kick”: The platform provider we use as a subcontractor for processing and enriching your data, operating solely on our behalf and under our control. Sales Kick is not a party to this Agreement.
“Third-Party Services”: Any services or products provided by entities other than Upperhand Creative LLC that are made available through our Services.
3. Acceptance of Terms
By accessing or using the Services, you affirm that you are at least 18 years of age, or the age of majority in your jurisdiction, and are capable of entering into a legally binding agreement. If you are using the Services on behalf of a legal entity, you represent and warrant that you have the authority to bind that entity to these ToS.
4. Modification of Terms
We reserve the right, at our sole discretion, to modify, update, or change these ToS at any time. Such changes will be effective upon posting the updated ToS on our website or platform. You should review these ToS regularly. Your continued use of the Services after any changes to these ToS constitutes your acceptance of the revised ToS. If you do not agree to the new terms, you must stop using the Services immediately.
5. Services Overview
a. Description of Services
Upperhand Creative LLC provides content production enablement, creative placement, and content operations services, including matching and placement of independent content specialists; provision of content topics based on keyword research; setup and management of content workflows; training related to content approvals and publishing processes; and access to content scheduling, approval, and project management systems.
These Services are designed to support clients in producing, managing, approving, and distributing branded digital content efficiently, maintaining consistent content queues, and streamlining content operations through automated systems and trained creative support.
b. Third-Party Subcontractors
To enhance the functionalities of our Services, we use the Sales Kick platform as a subcontractor to process and enrich your data. Sales Kick operates solely under our direction and is not a party to this Agreement. You will not interact directly with Sales Kick, and your data will be processed as part of our integrated service offering.
c. Service Availability
While we strive to ensure the continuous availability of our Services, we cannot guarantee that the Services will be uninterrupted or error-free. We reserve the right to modify, suspend, or discontinue any part of the Services at any time without notice.
6. User Obligations and Conduct
a. Compliance with Laws
You agree to comply with all applicable laws, regulations, and industry standards when using the Services, including but not limited to privacy, data protection, intellectual property, and export control laws.
b. User Account Responsibilities
Account Information: You agree to provide accurate, current, and complete information when creating your Account and to update such information as necessary.
Security of Account: You are responsible for maintaining the confidentiality of your Account credentials and for all activities that occur under your Account. You must notify us immediately if you suspect any unauthorized use of your Account.
c. Prohibited Activities
You agree not to:
Use the Services for any illegal, unauthorized, or prohibited purpose.
Infringe on the rights of others, including intellectual property rights.
Interfere with or disrupt the Services, servers, or networks connected to the Services.
Use any automated means (e.g., bots, scrapers) to access or collect data from the Services without our express permission.
Impersonate any person or entity or misrepresent your affiliation with a person or entity.
Use the Services to transmit any malicious software, viruses, or other harmful code.
Engage in any activity that could damage, disable, or impair the functioning of the Services.
7. Data Privacy and User Consent
a. Data Collection and Processing
Personal Data: We collect and process your Personal Data as part of providing the Services. This may include data you provide directly, data we collect automatically, and data we obtain from third-party sources.
Data Enrichment: Your data may be enriched through the Sales Kick platform, which processes your information on our behalf to enhance the accuracy, relevance, and utility of the Services we provide to you.
b. User Consent
By using our Services, you consent to:
The collection, processing, and sharing of your data as described in these ToS and our Privacy Policy.
The use of your data for the purpose of improving, customizing, and optimizing the Services, including through data enrichment and calendar management.
The sharing of your data with Sales Kick, our subcontractor, solely for the purpose of providing the Services.
The transfer of your data to and from third-party service providers, as necessary to deliver the Services.
c. Data Sharing and Disclosure
Subcontractors and Service Providers: We may share your data with subcontractors, including Sales Kick, who assist us in providing the Services. These parties are bound by confidentiality and data protection obligations and will not use your data for any purpose other than to perform the Services on our behalf.
Legal Compliance: We may disclose your data to comply with legal obligations, such as in response to court orders, legal processes, or government requests.
d. Data Security
Security Measures: We implement reasonable security measures to protect your data from unauthorized access, alteration, disclosure, or destruction. However, no method of transmission over the internet or electronic storage is completely secure, and we cannot guarantee absolute security.
User Responsibilities: You are responsible for safeguarding the device and network through which you access the Services. You should ensure that your software and systems are up to date and that you take appropriate precautions to protect your data.
8. Intellectual Property Rights
a. Ownership
All intellectual property rights in the Services, including but not limited to software, content, trademarks, and logos, are owned by Upperhand Creative LLC or its licensors. Your use of the Services does not grant you any rights to our intellectual property, except for the limited rights necessary to use the Services in accordance with these ToS.
b. License to Use the Services
Subject to your compliance with these ToS, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for your personal or internal business purposes.
c. Restrictions
You may not:
Copy, modify, distribute, sell, or lease any part of our Services or included software.
Reverse engineer or attempt to extract the source code of any software used in the Services, except as expressly permitted by applicable law.
Use any of our intellectual property, including trademarks, logos, or content, without our express written consent.
9. Representations and Warranties
a. User Representations and Warranties
You represent and warrant that:
Authority: You have the legal authority to enter into and comply with these ToS.
Accuracy of Information: All information you provide in connection with your use of the Services is accurate, complete, and current.
Compliance with Laws: You will comply with all applicable laws, regulations, and industry standards in your use of the Services.
No Infringement: Your use of the Services does not and will not infringe on the intellectual property, privacy, or other rights of any third party.
No Harmful Activities: You will not engage in any activity that is harmful to us, Sales Kick, our other users, or the general public, including the transmission of viruses, malware, or other harmful code.
b. Third-Party Client Representations and Warranties
Upperhand Creative LLC represents and warrants that:
Compliance with Laws: We will comply with all applicable laws, including data protection and privacy laws, in providing the Services.
No Conflict: Our provision of the Services does not and will not conflict with any other agreement or legal obligation to which we are subject.
Data Security: We will implement reasonable security measures to protect your data and ensure that our subcontractors, including Sales Kick, comply with applicable data protection obligations.
Service Continuity: We will make commercially reasonable efforts to ensure the continuous availability of the Services, subject to the limitations set forth in these ToS.
c. Disclaimer of Warranties
Except as expressly provided in these ToS, the Services are provided "as-is" and "as-available" without any warranty of any kind, either express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, non-infringement, or any warranties arising from course of dealing, course of performance, or usage in trade.
10. Limitation of Liability
a. Exclusion of Damages
To the fullest extent permitted by law, Upperhand Creative LLC, Sales Kick, and their affiliates, officers, agents, employees, and partners shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits, revenues, data, or use, arising out of or related to your use of the Services, even if advised of the possibility of such damages.
b. Cap on Liability
In no event shall the total liability of Upperhand Creative LLC, Sales Kick, and their affiliates to you for all claims arising out of or related to these ToS or your use of the Services exceed the amount you paid to us for the use of the Services in the 12 months preceding the claim.
c. No Liability for Third-Party Services
We are not responsible for any Third-Party Services made available through the Services. Your use of Third-Party Services is at your own risk, and we make no representations or warranties regarding such services.
11. Indemnification
You agree to indemnify, defend, and hold harmless Upperhand Creative LLC, Sales Kick, and their affiliates, officers, agents, employees, partners, and licensors from any claim, demand, damages, losses, liabilities, costs, and expenses, including reasonable attorneys' fees, arising out of or related to:
Your use of the Services.
Your breach of these ToS or violation of any applicable laws or the rights of a third party.
Any claims that your use of the Services infringes the intellectual property rights of a third party.
Any data or content you provide or create through the Services.
12. Termination
a. Termination by You
You may terminate your use of the Services at any time by ceasing to use the Services and, if applicable, closing your Account.
b. Termination by Us
We reserve the right to suspend or terminate your access to the Services at any time, without notice or liability, for any reason, including if we believe you have violated these ToS or engaged in unlawful behavior.
c. Effects of Termination
Upon termination of your access to the Services, your right to use the Services will immediately cease. Any provisions of these ToS that by their nature should survive termination will survive, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.
13. Dispute Resolution and Governing Law
a. Governing Law
These ToS and any disputes arising out of or related to them will be governed by the laws of Florida, without regard to its conflict of laws principles.
b. Arbitration Agreement
i. Arbitration
You and Upperhand Creative LLC agree that any dispute, controversy, or claim arising out of or relating to these ToS, the Services, or any relationship between the parties, including claims based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, shall be resolved through binding arbitration using the American Arbitration Association (AAA).

The arbitration shall be administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules and, where applicable, the Supplementary Procedures for Consumer-Related Disputes. The arbitration will be conducted by a single arbitrator with experience in resolving disputes related to the type of services provided by Upperhand Creative LLC. The arbitrator's decision shall be final and binding on all parties.

The arbitration shall take place in Orlando, Florida, or at another mutually agreed location. If the amount in controversy does not exceed $10,000, you may choose to have the arbitration conducted by telephone, video conference, or based solely on written submissions, subject to the discretion of the arbitrator.

The parties shall share the costs of arbitration, including arbitrator fees, equally, unless the arbitrator determines that such apportionment is not appropriate given the circumstances of the case. Each party shall bear its own legal fees and expenses, unless the arbitrator awards legal fees and costs to the prevailing party under applicable law.

You agree that any arbitration or proceeding shall be conducted only on an individual basis and not as a class, consolidated, or representative action. The arbitrator may not consolidate more than one person’s claims or preside over any form of a representative or class proceeding.

If any portion of this Arbitration Agreement is found to be unenforceable, the remaining portions shall remain in full force and effect. However, if the class action waiver in this Arbitration Agreement is found to be unenforceable, the entire Arbitration Agreement shall be null and void.

In the event that this Arbitration Agreement is found not to apply to a dispute, you and Upperhand Creative LLC agree that any non-arbitrable disputes shall be resolved exclusively in the state or federal courts located in Orlando, Florida, and you consent to venue and personal jurisdiction in such courts.

Any arbitration proceedings, documents, and information exchanged between the parties in connection with such proceedings, and any final arbitration award, shall be strictly confidential, except as necessary to enforce or challenge the arbitration award in a court of law, or as required by law.
14. Miscellaneous
a. Entire Agreement
These ToS, together with our Privacy Policy, constitute the entire agreement between you and Upperhand Creative LLC concerning the Services and supersede any prior agreements, whether written or oral.
b. Severability
If any provision of these ToS is found to be unlawful, void, or unenforceable, then that provision shall be deemed severable from these ToS and shall not affect the validity and enforceability of any remaining provisions.
c. Waiver
No waiver of any term of these ToS shall be deemed a further or continuing waiver of such term or any other term, and Upperhand Creative LLC’s failure to assert any right or provision under these ToS shall not constitute a waiver of such right or provision.
d. Assignment
You may not assign your rights or obligations under these ToS without our prior written consent. We may assign our rights and obligations under these ToS without restriction.
e. Force Majeure
We shall not be liable for any failure or delay in our performance under these ToS due to causes beyond our reasonable control, including, but not limited to, acts of God, war, terrorism, strikes, supply chain disruptions, pandemics, power outages, or governmental restrictions.
f. Headings
The headings used in these ToS are for convenience only and have no legal or contractual effect.
g. Contact Information
For any questions or concerns regarding these ToS, please contact us at info@upperhandcreative.com.

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