Terms of Use

Effective Date: 04.27.2021

These Terms of Service constitute an agreement between Upscale Digital LLC, company number 320629165, with its registered office at 1309 Coffeen Avenue Ste 1200, Sheridian, WY 82801 (hereafter “Upscale Digital”) and you (hereafter “Customer”). By registering at our platform and/or using services provided by Upscale Digital you agree with all statements contained in Terms of Service (hereafter “Agreement”). This Agreement is applicable to all Customers of Upscale Digital except those who have entered into the contract with Upscale Digital on individual terms.

If the Customer does not agree with this Agreement, the Customer must not use or access the platform or interact with Upscale Digital or any of its affiliates.

By agreeing to be bound by this Agreement, the Customer further agrees that any person representing the Customer in relationships with Upscale Digital during the term of providing services will comply with the provision of these Terms of Use.

1. Service description

Upscale Digital is acting as an intermediary between traffic sources and advertisers - Customers. Upscale Digital, by providing Customers with access to its unique AI-based technology, helps its Customers with launching, maintaining and optimizing ad campaigns (hereafter “Platform”). The Customer replenishes its account balance at the Platform and provides Upscale Digital with links and advertising materials for campaigns, afterwards Upscale Digital adds Customer's materials and links in its system, places ads on Customer behalf on its partner traffic source and provide statistics reports on spending to Customer via the system interface.

2. Use of Service

The Customer can use the services after the Customer registered a user account at the Platform and accepts the terms of this Agreement.

Upscale Digital grants the Customer a personal, non-exclusive, non-transferable, limited, revocable right to use and/or access the Platform. The Customer agrees not to create derivative works from, reproduce, distribute, display, publicly perform, license, sell, and/or re-sell any content, software, or services obtained from and/or through the services without Upscale Digital express prior written permission. The Customer acknowledges and agrees that (a) nothing in this Agreement constitutes a transfer of any rights, title and/or interest in any intellectual property rights related to the Platform or services; (b) the Customer is not entitled to any rights related to the services and the Platform which are not expressly provided herein.

3. Prohibited use

The Customer is prohibited to:

  • reverse engineer, reverse compile, modify, disassemble, or make derivative works of any part of the services or the Platform;
  • license, sublicense, sell, rent, lease, transfer, distribute, assign, host, or otherwise commercially exploit services or the Platform;
  • make inappropriate use of the support service or send untruthful reports to Upscale Digital personnel;
  • use Upscale Digital's images, texts, page layout, and/or forms without its prior written permission;
  • transmit or propagate any virus, trojan horse, worm, bomb, corrupted file and/or similar destructive device or corrupted data in relation to the services or the Platform, and/or organize, participate in or be involved in any way in an attack on Upscale Digital's servers and/or the Platform and/or those of its service providers and partners;
  • falsely claim any connection with the services, the Platform or with Upscale Digital;
  • falsely claim to be an employee or representative of Upscale Digital or its partners and/or agents;
  • use Upscale Digital's name and/or trademarks without prior written permission;
  • use any software, devices, or other processes to copy and/or download data from any pages contained in the Platform;
  • create, use, share and/or publish by any means in relation to the Platform any material (text, words, images, sounds, videos, etc.) which would breach of a duty of confidentiality, infringe any intellectual property right or which would incite the committing of an unlawful act;
  • use and/or access the Platform in order to build a similar and/or competitive website, product, and/or service;
  • copy, reproduce, distribute, republish, download, display, post and/or transmit any part of the Platform in any form and/or by any means;
  • destroy or remove copyright notices or other proprietary markings contained on and/or in the Platform;
  • use our Platform for any unlawful purpose.• modify, distort, block, abnormally burden, disrupt, slow down and/or hinder the normal functioning of all or part of the Platform, or its accessibility to other users, or the functioning of the partner networks of the Platform, or attempt to do any of the above.

4. Intellectual property rights

The Platform and its features, functionality, and original content are and will remain the exclusive property of Upscale Digital. Upscale Digital's technology, trademark and copyrights are protected by laws on the intellectual property of the USA and international treaties. Upscale Digital does not allow and strictly prohibits any usage of its Platform, original content, trademarks, trade dress, and other intellectual property in connection with any product or service without prior written consent.

Signs, graphics, icons, corporate identity, names and logos used or displayed on or through the Platform are property of Digital Upscale.

5. Account registration

To start using the Platform, the Customer must create an account. The Customer must provide a valid email address (to be used as a login) and any other information requested in order to complete the registration process.

The Customer must be a human. Accounts registered by "bots" or other automated methods are not permitted.

The Customer is solely responsible for maintaining the confidentiality of its login and password to the account. Upscale Digital is not liable for any loss or damage arising from the Customer's failure to comply with this security obligation.

6. Service Fee

The partners of Upscale Digital which have digital advertising units at its websites may submit through the Platform bid requests for placing ads on their sources. In response to such bids, Upscale Digital generates and submits bids to its ad partners via its Platform. After receiving bids from Upscale Digital, partners shall select the winning bid that fits the most to the original criteria set out in their bid request. If Upscale Digital bid wins, the Upscale Digital delivers to the relevant ad partner Customer's advertising materials according to its bid for further placing Customer's advertising materials on the website of the ad partner. For such Upscale Services, the Customer pays Service Fee to Upscale Digital that is calculated as follows: amounts paid by Upscale Digital for acquiring digital advertising units from its ad partners (actual ad campaign cost) x 0.15.

7. Payment

Upscale Digital provides its services and access to its Platform on a prepaid basis. Before starting any ad campaign, the Customer must replenish its account balance at the Platform. The services will be provided to the Customer only if the Customer's account balance remains positive and has funds sufficient for placing advertising materials on ad partners' websites. The customer's account interface displays a total remaining account balance of the Customer which may be checked by the Customer from time to time.

The Customer may deposit funds to its account at the Platform either by bank wire transfer to Upscale Digital settlement account, details of which provided in writing or via one of the payment solutions accepted by Upscale Digital (such as Stripe). The minimum initial sum allowed for replenishment of the account balance is $100 (USD) + payment processing fee (one hundred United States Dollars plus payment processing fee). Such initial account balance replenishment is not non-refundable. For the bank wire transfer payment option, the minimum amount is $1000 USD (one thousand United States Dollars). Any funds spent on campaigns are not refundable.

The actual campaign cost and Service Fee shall be deducted from the Customer's account balance at the moment of purchase of digital advertising units on ad partners' websites.

If the Customer's account balance is about to reach 0 or becomes negative, Upscale Digital may at its sole discretion stop any running advertising campaigns and providing services until the account balance is replenished.

8. Advertising materials of the Customer

The Customer is solely liable for any advertising materials the Customer uploads, creates, submits, distributes, and/or posts via the Platform.

The Customer grants to Upscale Digital a non-exclusive, royalty-free, perpetual, irrevocable, assignable, sub-licensable, transferable, worldwide license to use, edit, modify, reproduce, distribute, prepare derivative works of, display, and perform the advertising materials of the Customer for purposes of providing the services and marketing of the Platform.

The Customer must either be an owner of advertising materials or has proper rights to use such advertising materials.

Customer's advertising materials must not breach any restriction specified in this Agreement, "Restricted Content" policy or "Prohibited Practices" policy.

Upscale Digital does not monitor or check the advertising materials of the Customer.

If Upscale Digital receives a report that advertising materials violate this Agreement or any applicable laws, Upscale Digital shall be entitled to review any advertising materials, perform the check on compliance with this Agreement or take appropriate action against the Customer at its sole discretion.

9. Campaign reports

Upscale Digital will measure digital advertising units bought on the Customer's behalf and provide the Customer with reports generated by a reporting system available through the Platform's user interface or written reports by Upscale Digital staff.

In case of any discrepancies between reporting system data and written reports, reporting systems data will prevail.

10. Customer’s obligations

The Customer acknowledges and agrees that any advertising materials and practices of the Customer shall comply with this Terms of Service and must not violate "Restricted Content" policy or "Prohibited Practices" policy.

Customer's advertising materials must not violate any applicable domestic law of Customer's location country.

The Customer is obligated to pay for purchasing any digital advertising units by Upscale Digital on the Customer's behalf.

11. Obligations of Upscale Digital

During the course of providing services to the Customer under this Agreement, Upscale Digital hereby agrees, subject to all disclaimers and limitations of liability, to:

  • provide the Customer with access to the Platform;
  • manage purchases of advertising digital units on the Customer's behalf and upload Customer's advertising materials to websites of ad partners;
  • measure the delivery of the advertising by ad partners through reporting system build-in the Platform;
  • perform technical support to the Customer in a timely manner.

12. Confidentiality

“Confidential Information” means all the information provided by one party to the other in connection with this Agreement where such information is identified as confidential or ought reasonably to be considered confidential based on its context, nature, or the manner of its disclosure, but excluding:

  • information that is in the public domain other than by a breach of this Agreement;
  • information developed independently by a third party.

A party must not, without the prior written consent of the other party, use or disclose the other party’s Confidential Information unless expressly permitted by this Agreement or required to do so by law or regulatory authority.

A party may use the Confidential Information of the other party solely for the purposes of complying with its obligations and exercising its rights under this Agreement, and disclose the Confidential Information to its employees or advisers to the extent necessary for them to know the information for the purposes related to this Agreement but only if reasonable steps are taken to ensure that the confidentiality of the information is retained.

13. Term and Termination

This Agreement shall commence into effect from the moment the Customer accepts the Agreement and continue in force until terminated by either party by providing at least 48 hours’ prior written notice to the other party.

If Customer breach any restriction contained in this Agreement, "Restricted Content" policy or "Prohibited Practices" policy, Upscale Digital shall be entitled to terminate providing services to the Customer immediately, suspend/delete account permanently, cease any Customer's current advertising campaigns and activity in the Platform. In such a case, any fund remaining on the account balance shall not be refundable and shall be withheld by Upscale Digital as a fine for breach.

If the Customer decides to terminate this Agreement, any funds remaining on the account balance shall be refunded to the Customer within 30 calendar days through Stripe.

If for any reason Upscale Digital deletes the Customer's account, the data related to such Customer's account shall not be erased and shall be stored for 365 days.

14. Changes

Upscale Digital reserves the right to change prices for its services (amount of Service Fee) and terms of this Agreement and at any time at its sole discretion.

Any amended version of this Agreement or new Service Fee amount shall become into effect after 14 days following relevant written notice to the Customer. The new amount of Service Fee shall be applied only to new advertising campaigns and shall not affect campaigns started before the new Service Fee comes into effect.

If Customer continues to use the Platform after the new version of this Agreement or new amount of Service Fee comes into effect that shall constitute Customer's acceptance of the new version of this Agreement and/or new amount of Service Fee. Otherwise, the Customer must terminate this Agreement in advance by providing 2 days prior written notice to Upscale Digital over email.

Upscale Digital reserves the right to modify the Platform and its functionalities at its sole discretion at any time without any notice and liability. However, Upscale Digital agrees to use reasonable efforts to minimize interruptions for scheduled maintenance or modifications.

15. Availability

Upscale Digital regularly updates the Platform, hence, the services may be temporarily unavailable. Therefore, you hereby acknowledge and agree that such interruptions to the services and/or use of and/or access to the account may arise from time to time due to circumstances whether within or outside of our control.

16. Compliance with laws

Upscale Digital does not guarantee that the services or the Platform are suitable and accessible for use in all areas. The Customer is solely responsible for its compliance with local laws.

17. Disclaimer of liability

Except for cases prohibited by the law, the services and the Platform are provided “just as it is” and Upscale Digital disclaims any warranties and conditions of any kind, express or implied, including warranties or conditions of merchantability, suitability for a particular purpose, ownership, accuracy, and security. Upscale Digital does not give any guarantees that the services or the Platform (a) will meet Customer's requirements; (b) will be provided in a timely manner, securely or on an error-free basis; (c) will be accurate, reliable, with no viruses or other malicious code.

Upscale Digital does not guarantee any specific results from the use of the service and the Platform. The Customer must evaluate, and bear all risks associated with, the use of the Platform and services.

The Customer acknowledges that complex software is never entirely free from security vulnerabilities; and subject to the other provisions of this Agreement, Upscale Digital gives no warranty or representation that the Platform will be entirely secure.

Upscale Digital is not liable for any bugs, defects or errors in the Platform.

Upscale Digital disclaims all liability and indemnification obligations for any harm or damage caused by any improper, unauthorized or illegal access or use (including, without limitations, hacking) of the Platform.

18. Indemnification

The Customer shall indemnify, defend and hold harmless Upscale Digital and its affiliates (including their employees, contractors, agents, officers and directors) from and against any and all claims, obligations, damages, liabilities, losses, debt or costs, and expenses (including but not limited to reasonable legal fees), resulting from or arising out of: (a) Customer's use of the services and the Platform, (b) any unauthorized use of Customer's account or password, (c) unavailability of the Platform for use by the Customer, (d) Customer's advertising materials, (e) any Customer's breach of this Agreement.

19. Limitations and exclusions of liability

Upscale Digital will not be liable to the Customer in respect of: any losses arising out of a force majeure; any loss of business, contracts or opportunities; any loss of profits, anticipated savings, revenue or income; any loss or corruption of any data, database or software; any special, indirect or consequential loss or damage. The total aggregate liability of Upscale Digital to one Customer is limited to the amount of Service Fee paid by such Customer to Upscale Digital for the last 12 months.

20. Force majeure

Upscale Digital is not responsible for the failure or delay in meeting our obligations arising from any condition beyond our reasonable control, including but not limited to the use of equipment or services to third parties, communication failure, government action, war, terrorist acts, earthquakes, fire, flooding or other natural disasters, working conditions, power supply failures, and Internet connections.

21. Assignability

This Agreement cannot be changed, assigned, transferred without Upscale Digital prior written approval. Any transfer in violation of the above provisions must be declared invalid and is the basis for the immediate termination of the account.

22. Severability

If any part of provision of this Agreement is deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed to be severable from this Agreement and shall not affect the validity and enforceability of any of the remaining provisions of the Agreement.

23. No waiver

Upscale Digital's failure to enforce any right or provision in this agreement will not constitute a waiver of such right or provision unless acknowledged by Upscale Digital in writing. Except as expressly set forth in this Agreement, the exercise by either party of any of its remedies under this Agreement will be without prejudice to its other remedies otherwise permitted under law.

24. Third-party rights

A person who is not a party to this Agreement shall not have any rights to enforce any term of this Agreement. The rights of the parties under this Agreement do not require obtaining the consent of any other person to be exercised.

25. Governing law and jurisdiction

If there is any dispute arising out of the services, such dispute shall be governed by the laws of the State of Wyoming, without regard to its conflict of laws provisions, and parties expressly agree and consent to the exclusive jurisdiction of the courts of Wyoming, for the resolution of any such dispute.

26. Dispute resolution

Each party will notify the other party in writing of any dispute within 30 days of the date it arises so that the parties can attempt in good faith to resolve the dispute informally. The notice shall be sent by email and must include (i) name, postal address, email address and telephone number, (ii) a description in reasonable detail of the nature or basis of the dispute, and the specific relief. If the dispute is not resolved within 30 days after the date notice is received by the applicable party, then either may commence a court proceeding.

27. Language and communications

This Agreement is in English and its translations into other languages may contain inaccuracies, for which we do not bear any responsibility. All communications are conducted with us in English.

ties agree to receive communications electronically. Electronic notifications will be sent to the e-mail address used for registration purposes. All communications in electronic form will be considered “in writing” and are considered to be received on the day of mailing. However, Upscale Digital reserves the right, but not the obligation to provide communication in paper format.

The Customer must send its notices to Upscale Digital to the following email: contact@upscale.digital

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