Terms & Conditions
Last updated: 14 August, 2024
These Terms and Conditions govern the use of services provided by Up Dog, Inc. (“Company”) as referenced in any agreement, including but not limited to the Preferred Services Agreement (“PSA”), between the Company and its clients (“Client”). By engaging in services with the Company, the Client agrees to adhere to these Terms and Conditions.
1.1 Scope of Services
The Company shall provide services as specified in Statements of Work (“SOW”) that will be executed separately or incorporated into the PSA. Each SOW is subject to these Terms and Conditions and any additional terms specified therein.
1.2 Client Responsibilities
The Client agrees to provide all necessary information, resources, and assistance required for the timely and successful delivery of services. The Company will not be responsible for any delays or deficiencies in service arising from the Client’s failure to meet these obligations.
1.3 Acceptance of Services
Services and deliverables provided by the Company shall be considered accepted upon performance and delivery unless otherwise specified in the SOW.
2.1 Fees
The Client shall pay all fees as outlined in the PSA or applicable SOW. Fees are due as services are rendered and are non-refundable unless otherwise agreed upon in writing.
2.2 Invoicing and Payment
Invoices will be issued on a monthly basis, with payments due upon receipt. Interest will accrue on any overdue balances as outlined in the PSA or SOW. Payments should be made via the methods approved by the Company, such as automatic credit card charges or electronic bank transfers.
2.3 Disputed Invoices
Should the Client dispute any portion of an invoice, they must notify the Company within 10 calendar days of receipt. Disputed amounts will not delay payment of the remaining undisputed portion.
3.1 Client Data and Deliverables
The Client retains ownership of all data and materials provided to the Company. The Company assigns to the Client all rights to deliverables provided under any SOW, contingent on the payment of applicable fees.
3.2 Company Intellectual Property
The Company retains all rights to any software, processes, or technologies used or developed during the provision of services. The Client is granted a limited, non-exclusive license to use any Company intellectual property provided in deliverables solely for internal purposes.
3.3 License Restrictions
The Client may not sublicense, distribute, or otherwise use Company intellectual property beyond the scope granted in these Terms and Conditions without the Company’s explicit written consent.
4.1 Definition and Protection of Confidential Information
Confidential Information includes any proprietary or non-public information disclosed during the course of service provision. Both parties agree to protect such information with reasonable care and use it solely for purposes related to the PSA or SOW.
4.2 Return or Destruction of Confidential Information
Upon termination of the PSA or any related agreement, the receiving party shall return or destroy all Confidential Information belonging to the disclosing party as per their instructions.
5.1 Exclusion of Certain Damages
Neither party shall be liable for indirect, incidental, or consequential damages, including loss of profits, arising from the provision of services.
5.2 Liability Cap
The total cumulative liability of either party for any claims arising out of or related to these Terms and Conditions shall not exceed the total amount paid by the Client in the 12 months preceding the claim.
6.1 Termination for Convenience
Either party may terminate the PSA or any SOW with 30 days' written notice.
6.2 Termination for Cause
Either party may terminate immediately in the event of a material breach by the other party, including but not limited to non-payment, failure to comply with confidentiality obligations, or misuse of intellectual property.
7.1 Force Majeure
Neither party shall be held liable for delays or failure to perform due to causes beyond their reasonable control, including natural disasters, war, or government action.
7.2 Dispute Resolution
Any disputes arising from these Terms and Conditions shall be resolved through arbitration in Delaware, administered by JAMS under its Comprehensive Arbitration Rules.
7.3 Entire Agreement
These Terms and Conditions, along with any applicable PSA or SOW, constitute the entire agreement between the parties, superseding all prior agreements or understandings, whether written or oral.
7.4 Amendments
The Company reserves the right to update these Terms and Conditions. Any changes will be posted on the Company's website with the updated date. Continued use of the Company’s services after such updates constitutes acceptance of the revised Terms and Conditions.
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