Terms of Service

Effective Date: February 23, 2025

UPHYPE LLC

Welcome to Uphype LLC ("we," "us," or "our"). These Terms of Service ("Terms") govern your access to and use of our website located at www.uphypeagency.com (the "Website") and the services we provide (collectively, the "Services"). By accessing the Website or engaging our Services, you ("you," "user," or "client") agree to be bound by these Terms in their entirety. If you do not agree with any part of these Terms, you must not use the Website or Services.

1. Introduction

These Terms constitute a legally binding agreement between you and Uphype LLC, a digital marketing agency registered at 800 N King St Ste 304 PMB 2736, Wilmington, Delaware, 19801, USA. We specialize in promotional strategies for game hosting companies and online businesses, offering services such as short-form content marketing and brand awareness campaigns. These Terms apply to all visitors, users, and clients of our Website and Services. Continued use of our Website or Services signifies your acceptance of these Terms, as updated from time to time.

2. Description of Services

Uphype LLC provides digital marketing services tailored to game server hosting companies and online businesses, including but not limited to:

• Short-form content marketing (e.g., TikTok, YouTube Shorts, Instagram Reels).
• Brand awareness and community engagement for gaming-related services.

Our goal is to amplify your brand presence and drive high-engagement campaigns. Services are customized based on client needs and agreed upon in writing (e.g., via email or contract). We reserve the right to modify the scope or nature of our Services at our discretion, with updates reflected on our Website.

3. Pricing

Pricing for our Services is determined on a per-project or subscription basis and will be communicated to you prior to engagement. We reserve the right to adjust pricing at any time, with updates posted on www.uphypeagency.com. Existing clients will be notified of price changes via email to the address provided (e.g., support@uphypeagency.com for inquiries). Prices exclude applicable taxes unless otherwise stated.

4. Payment Terms

• Payment Methods: Payments are processed securely via common platforms such as Stripe, PayPal, or bank transfer. Specific options will be provided at the time of invoicing.
• Finality: All payments made to Uphype LLC are final and non-refundable (see Section 8 for Refund Policy).
• Due Date: Payments are due upon receipt of invoice unless otherwise agreed in writing. Late payments may incur a fee of 1.5% per month on the outstanding balance or the maximum allowed by Delaware law, whichever is lower.
• Currency: All transactions are processed in US dollars (USD) unless otherwise specified.

5. Satisfaction Guarantee

We are committed to your satisfaction. Clients are entitled to unlimited revisions of content created by Uphype LLC until they are fully satisfied, subject to the following conditions:

Invalidation of Guarantee: The satisfaction guarantee becomes void if:

• You explicitly accept the final delivery in writing (e.g., via email or signed approval).
• You upload, publish, or share the provided content online or with third parties.

Once either condition is met, no further revisions will be provided. Revisions must be requested within 30 days of delivery unless otherwise agreed.

6. User Conduct

You agree to use our Website and Services responsibly and lawfully. Specifically, you shall not:

• Engage in illegal, unethical, or fraudulent activities.
• Harass, threaten, or abuse our staff, partners, or other users.
• Misuse our Services for purposes other than their intended use (e.g., spamming, hacking, or distributing malware).
• Attempt to reverse-engineer, copy, or steal our proprietary methods or content.

Violation of these rules may result in immediate termination of Services (see Section 9).

7. Intellectual Property Rights

• Our Property: Uphype LLC retains full ownership of its intellectual property, including but not limited to promotional methods, content strategies, proprietary marketing techniques, and any materials created by us prior to client delivery.
• Client Property: Upon full payment, ownership of content specifically created and delivered to you (e.g., videos, graphics, campaign assets) transfers to you for your unrestricted use. You grant us a non-exclusive, royalty-free license to showcase such content in our portfolio or marketing materials unless otherwise agreed in writing.
• Third-Party Content: We are not responsible for intellectual property disputes arising from content you provide to us (e.g., logos, trademarks). You warrant that any materials you supply are legally yours to use.

8. Refund Policy

We operate a no-refund policy. All payments for Services are final. This reflects the custom nature of our work and the resources committed to each project. If you are dissatisfied, please refer to our Satisfaction Guarantee (Section 5) for revision options prior to final acceptance or publication.

9. Limitation of Liability

To the fullest extent permitted by law:

• Uphype LLC shall not be liable for any indirect, incidental, consequential, or punitive damages (e.g., lost profits, business interruptions, or platform bans) arising from your use of our Services.
• Our maximum liability is limited to the amount you paid us for the specific Service in question.
• We are not responsible for outcomes beyond our control, such as third-party platform policies (e.g., TikTok bans), market conditions, or your misuse of delivered content.

10. Termination of Service

We reserve the right to refuse, suspend, or terminate Services at our sole discretion, with or without notice, if:

• You violate these Terms (e.g., abusive behavior, non-payment, illegal conduct).
• We determine that continuing the relationship poses legal, ethical, or operational risks.

Upon termination, you remain liable for any outstanding payments. Prepaid fees for uncompleted Services may be forfeited.

11. Governing Law

These Terms are governed by and construed in accordance with the laws of the State of Delaware, USA, without regard to its conflict of law principles. Any disputes arising from these Terms or our Services shall be resolved exclusively in the state or federal courts located in Wilmington, Delaware. You agree to submit to the jurisdiction of these courts.

12. Changes to Terms

We may update these Terms at any time to reflect changes in our practices, legal requirements, or industry standards. Updates will be posted on www.uphypeagency.com with the revised "Effective Date" noted above. Your continued use of our Website or Services after such changes constitutes acceptance of the updated Terms. We encourage you to review this page periodically.

13. Confidentiality

• Our Commitment: We will treat your business information (e.g., marketing plans, financial data) as confidential and will not disclose it to third parties except as required by law or with your consent.
• Your Responsibility: You agree not to disclose our proprietary methods or strategies to competitors or third parties without our written permission.

This clause survives termination of these Terms.

14. Force Majeure

Uphype LLC shall not be liable for delays or failure to perform Services due to events beyond our reasonable control, including but not limited to natural disasters, cyberattacks, government actions, or third-party service outages (e.g., TikTok downtime). We will make reasonable efforts to notify you of such delays.

15. Indemnification

You agree to indemnify, defend, and hold harmless Uphype LLC, its officers, employees, and affiliates from any claims, losses, or damages (including legal fees) arising from your use of our Services, violation of these Terms, or infringement of any third-party rights (e.g., intellectual property disputes).

16. Electronic Communications

By using our Website or Services, you consent to receive communications from us electronically (e.g., via email to support@uphypeagency.com or the address you provide). These may include invoices, updates, or notices about these Terms. You agree that electronic communications satisfy any legal requirement for written notice.

17. Contact Information

For questions, concerns, or support regarding these Terms or our Services, please contact us at:

18. Miscellaneous

• Severability: If any part of these Terms is found invalid or unenforceable, the remaining provisions remain in full effect.
• Entire Agreement: These Terms, along with any written agreements signed by both parties, constitute the full agreement between you and Uphype LLC, superseding any prior discussions.
• No Waiver: Our failure to enforce any provision does not waive our right to enforce it later.