Website Terms of Service

By accessing, browsing, or otherwise using the Site, by submitting a contact form, by engaging with the AI voice assistant, or by initiating any interaction with the Site in any way, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated into these Terms by reference and available at uplevelservicesllc.com/privacy. If you are accessing the Site on behalf of a business, organization, or other legal entity, you represent and warrant that you have authority to bind that entity to these Terms, in which case "you" refers to that entity.

Your continued use of the Site following any update to these Terms constitutes your acceptance of the updated Terms. If you do not agree to any change, your sole remedy is to discontinue using the Site.

Affirmative Acceptance for Registered Users and Load-Bearing Consents. In addition to the general acceptance described above, (a) if you register for, activate, or use any account, client portal, or other authenticated area of the Site, and (b) at any point at which you give a consent on which UpLevel relies, including, without limitation, your consent to receive electronic communications, your consent to the recording and transcription of an AI voice-assistant conversation, or your consent to receive text (SMS) messages, you accept these Terms, and grant the applicable consent, by an affirmative act (such as clicking an "I agree" button or selecting a checkbox presented adjacent to the relevant disclosure) at account activation or upon your first such use. Each such affirmative act is a separate, unbundled manifestation of assent to the specific matter to which it relates.

Record of Acceptance. When you accept these Terms or grant a load-bearing consent by an affirmative act, UpLevel records the version of these Terms (or of the applicable disclosure) presented to you, together with the date and time of your acceptance, and may retain related technical information (such as your IP address) as a record of that acceptance. You agree that electronic acceptance captured in this manner is valid, binding, and enforceable to the same extent as a handwritten signature, in accordance with the Electronic Signatures in Global and National Commerce Act (15 U.S.C. § 7001 et seq.) and the Virginia Uniform Electronic Transactions Act (Va. Code § 59.1-479 et seq.).

The Site is intended for use by adult business decision-makers aged eighteen (18) years or older. The Site is not directed to children under the age of thirteen (13), and we do not knowingly collect personal information from children under thirteen. If we learn that a user under thirteen has provided personal information to us, we will delete that information in accordance with our Privacy Policy and applicable law. By using the Site, you represent that you are at least eighteen (18) years of age (or the age of majority in your jurisdiction, if greater) and have the legal capacity to enter into a binding agreement.

The Site is primarily an informational marketing website for UpLevel's business-to-business digital-agency services. The Site enables visitors to: (a) learn about UpLevel's services, pricing tiers, portfolio, and capabilities; (b) submit inquiries via a contact form; (c) schedule meetings through an external Calendly link; and (d) optionally initiate a conversation with an AI-powered voice assistant. UpLevel does not sell products or transact paid engagements through the public marketing pages; all paid engagements are formed and governed by separately executed Master Service Agreements and Statements of Work. For clients and authorized users, the Site also provides an invite-only client portal, described in this Section.

Any reference on the Site to a delivery timeline, build duration, or turnaround (including, by way of example, a "14-day build") describes a non-binding, typical target that assumes a defined scope and the timely provision of brand assets, content, approvals, and other inputs by the client. Any such timeline is conditional, is not a guarantee or commitment, and is subject to extension to the extent client inputs are delayed. Delivery timelines are fixed only in a written Statement of Work mutually executed by both parties under a governing Master Service Agreement.

3.1 The Client Portal

For clients and authorized team members, UpLevel provides an invite-only client portal through which UpLevel delivers account management, messaging, document review and electronic signature, file exchange, billing and invoice access, and project information. Access to the portal is by invitation only; there is no public self-registration. Your use of the portal in connection with a paid engagement is also governed by the applicable Master Service Agreement and Statement of Work, which control over these Terms as to that engagement in the event of any conflict.

3.2 Accounts and Authentication

Accounts are created by invitation. To protect your account, UpLevel requires multi-factor authentication on every account, a one-time code from your authenticator app, or, as a fallback, a one-time code sent to your account email, in addition to your password. You may also choose to sign in using a Google or Microsoft account; federated sign-in links to your existing UpLevel account, does not create a new account, and does not remove the multi-factor-authentication requirement. You are responsible for maintaining the confidentiality of your credentials and authentication device, and for all activity that occurs under your account. Notify UpLevel promptly at admin@uplevelservicesllc.com if you suspect unauthorized use of your account.

3.3 Team Access and Shared Workspace

A client account may include more than one authorized team member, in roles such as owner, member, or viewer. Authorized team members share access to the same account workspace, which may include messages, documents, billing and invoice information, and project details associated with that account. The account owner is responsible for deciding whom to invite and for the actions of the people they authorize; UpLevel is not responsible for what an authorized team member sees or does within the shared account. If you do not want a team member to see billing or other sensitive account information, do not grant them access.

3.4 Temporary Support Access

To provide support, an UpLevel operator may request temporary access to your portal account. Such access is granted only if you approve it with a fresh multi-factor-authentication step; is read-only (no changes are made to your account on your behalf); is limited to the areas you approve; automatically expires after a set time; can be revoked by you at any time; and is recorded in UpLevel's audit log. UpLevel does not access your portal account in this manner without your per-instance approval.

All content published on the Site, including text, graphics, case studies, pricing examples, service descriptions, performance metrics, methodologies, blog posts, and demonstration materials, is provided for general informational and marketing purposes only. Site content does not constitute legal, financial, tax, accounting, marketing, business, investment, or professional advice of any kind, and should not be relied upon as a substitute for advice from licensed professionals in your jurisdiction.

No Guarantees of Outcomes. Nothing on the Site guarantees or represents that you, your business, or any UpLevel client will achieve any specific outcome, including without limitation specific lead volumes, inquiry volumes, conversion rates, return on investment, revenue increases, search-engine ranking positions, or any other business metric. Any performance metrics, case studies, testimonials, or results referenced on the Site describe specific prior engagements under specific conditions and are not representations of typical or future results. Results depend on many factors outside UpLevel's control, including market conditions, competitor activity, pricing, operational quality, seasonality, and the individual business characteristics of any particular client.

Results Disclaimer. Results described or referenced anywhere on the Site reflect specific engagements under specific conditions and are not a guarantee of typical or future results; individual results vary based on market, offer, operations, responsiveness, and other factors. Wherever a specific result, metric, or outcome is shown, it should be read as illustrative of a particular engagement and not as a representation of the results you or any other client should expect to obtain.

Nothing displayed on the Site, including pricing tiers, service descriptions, deliverable lists, timelines, availability indicators, case studies, or any other content, constitutes a binding offer, quote, commitment, scope guarantee, timeline guarantee, availability guarantee, or warranty by UpLevel. Pricing and service scope shown on the Site are illustrative reference points, are subject to change at any time without notice, and are finalized only in a written Statement of Work mutually executed by both parties under a governing Master Service Agreement.

Submitting a contact form, booking a discovery call through Calendly, interacting with the AI voice assistant, or initiating any other communication through the Site does not create an attorney-client, consultant-client, business, contractual, fiduciary, employment, agency, partnership, joint-venture, or any other relationship between you and UpLevel. A binding engagement exists only upon execution of a written Master Service Agreement and Statement of Work by authorized representatives of both parties.

The Site and all of its content, including without limitation text, copy, headlines, graphics, images, photographs, videos, illustrations, icons, logos, trademarks, service marks, trade dress, page layouts, visual design, interactive elements, animations, source code, object code, scripts, software, databases, data structures, compilations, and the selection, arrangement, and organization of the foregoing (collectively, "Site Content"), is owned by UpLevel or its licensors and is protected by United States and international copyright, trademark, trade-secret, and other intellectual-property laws.

Limited License. Subject to your compliance with these Terms, UpLevel grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and view Site Content solely for your personal, non-commercial informational use and for the purpose of evaluating whether to engage UpLevel for paid services. No other rights are granted.

Prohibited Actions. Except as expressly permitted by these Terms or by UpLevel in writing, you may not: (a) reproduce, copy, duplicate, distribute, republish, download, display, post, or transmit any Site Content in any form or by any means; (b) sell, rent, lease, license, sublicense, or otherwise commercialize Site Content; (c) create derivative works from Site Content; (d) modify, translate, adapt, or alter Site Content; (e) remove, alter, or obscure any copyright, trademark, or other proprietary notice; (f) frame, mirror, scrape, data-mine, or use automated tools (including crawlers, bots, scripts, or AI scrapers) to access or extract Site Content or structured data from the Site; (g) reverse-engineer, decompile, disassemble, or attempt to derive the source code or underlying structure of any Site component; or (h) use Site Content to train, fine-tune, or benchmark any artificial-intelligence or machine-learning model.

UpLevel Trademarks. The name "UpLevel," "UpLevel Services," "UpLevel Services LLC," and any associated logos, taglines, and designs are trademarks of UpLevel Services LLC. You may not use any UpLevel trademark in any manner without UpLevel's prior written consent. All other trademarks, service marks, and logos appearing on the Site are the property of their respective owners.

You agree not to use the Site, any Site feature, or any communication channel provided through the Site to:

• Submit or transmit false, inaccurate, misleading, impersonated, or fraudulent information, including in contact-form submissions, AI voice-assistant conversations, or any identity or business representation;
• Engage in any activity that violates applicable federal, state, local, or foreign law, regulation, or court order;
• Infringe, misappropriate, or violate the intellectual-property, publicity, privacy, or other rights of UpLevel or any third party;
• Scrape, crawl, harvest, mine, extract, index, copy, or otherwise systematically collect information from the Site by automated or manual means for commercial, competitive-intelligence, AI-training, lead-generation, or database-construction purposes;
• Submit spam, unsolicited commercial communications, mass-generated messages, or submissions using automated tools, bots, or scripts;
• Impersonate any person or entity, misrepresent your affiliation with any person or entity, or disguise the origin of any communication;
• Attempt to gain unauthorized access to the Site, any backend system, any server, any network, any account, or any data, whether through credential compromise, exploitation of vulnerabilities, or otherwise;
• Introduce or transmit viruses, malware, ransomware, Trojan horses, worms, logic bombs, keyloggers, spyware, or other malicious code;
• Interfere with, disrupt, degrade, overburden, or impair the Site, its servers, or networks connected to the Site, including by denial-of-service attacks, rate-limit circumvention, or abusive request patterns;
• Probe, scan, or test the vulnerability of the Site or circumvent any security, authentication, or access-control measure;
• Harass, threaten, defame, or discriminate against UpLevel, its operator, any UpLevel representative, or any other party through Site-provided channels;
• Use the Site to solicit employment, contract work, or partnerships from UpLevel personnel, other than in response to a specific opportunity UpLevel has publicly posted; or
• Use the Site for any purpose not expressly authorized by these Terms.

User Submissions. When you submit information through the Site, including through the contact form, the AI voice assistant, email, the client portal (messages and uploaded files), or any other channel (collectively, "User Submissions"), you retain ownership of the content of your submission. However, you hereby grant UpLevel a worldwide, royalty-free, non-exclusive, sublicensable license to access, receive, store, review, process, analyze, and use your User Submissions for the limited purposes of: (a) reviewing and responding to your inquiry; (b) communicating with you; (c) qualifying and evaluating you as a prospective client; (d) maintaining business records of inquiries received; (e) delivering, operating, and supporting your account and the services; (f) improving the quality and operation of the Site and UpLevel's services; and (g) complying with applicable legal, regulatory, or contractual obligations. This license survives termination of your access to the Site to the extent necessary to accomplish the foregoing purposes.

Portal Messages and Uploaded Files. Messages you send through the client portal, and files you upload (limited to images and PDF documents, subject to a size limit), are stored by UpLevel and may be reviewed by UpLevel personnel for service delivery, support, security, and record-keeping. Uploaded files are subject to a manual operator review-and-release step before they are acted upon; UpLevel does not represent that uploaded files are scanned by automated malware-detection or sensitive-data-detection software, and you remain responsible for the content you upload. You agree not to upload any file that contains malicious code, that you lack the rights to share, or that contains the sensitive information described under "No Confidentiality" below. UpLevel may decline to act on, quarantine, or remove any uploaded file at its discretion.

Accuracy of Information. You represent and warrant that all information you submit through the Site is current, accurate, complete, and truthful, that you have authority to submit it, and that your submission does not infringe, misappropriate, or violate the rights of any third party. You will promptly update any information you have submitted if it becomes inaccurate.

No Confidentiality. Unless UpLevel has executed a written non-disclosure or confidentiality agreement with you prior to your submission, User Submissions through the Site are not treated as confidential or proprietary. Do not transmit trade secrets, sensitive business information, personal health information, financial-account data, social-security numbers, or other sensitive information through the Site. If you do so, you assume all risk of disclosure.

By submitting a contact form, booking a meeting, initiating an AI voice-assistant conversation, emailing UpLevel, or otherwise contacting UpLevel through or in connection with the Site, you expressly consent to receive communications from UpLevel electronically, including by email, telephone, text message (if you provide a mobile number and have consented to SMS), calendar invitation, and other electronic means, in connection with your inquiry and any related follow-up communications.

You agree that electronic communications satisfy any legal requirement that such communications be in writing, in accordance with the Electronic Signatures in Global and National Commerce Act (15 U.S.C. § 7001 et seq.) and the Virginia Uniform Electronic Transactions Act (Va. Code § 59.1-479 et seq.). Follow-up communications by UpLevel in response to an inquiry you initiated are not considered unsolicited commercial communications. You may opt out of future marketing communications at any time by emailing admin@uplevelservicesllc.com with the word "UNSUBSCRIBE" in the subject line.

Affirmative, Unbundled Consent. Where a consent under this Section is load-bearing, in particular your consent to receive marketing text (SMS) messages, your acknowledgment and consent to call recording, and your consent to receive marketing email, that consent is obtained by a separate affirmative act (such as a dedicated checkbox or "I agree" control presented adjacent to the applicable disclosure), is not bundled with any other consent, and is recorded by UpLevel together with the version of the disclosure presented and the date and time of your consent, consistent with Section 1. Consent to receive marketing communications is not a condition of using the Site or of receiving a response to an inquiry you initiate.

9.1 Text-Message (SMS) Program

If you provide a mobile number and grant SMS consent, UpLevel may send you account- and project-related text messages and, where you have separately consented, occasional marketing texts. Message frequency varies. Message and data rates may apply. Reply STOP to any message to opt out, or HELP for help. Consent to receive texts is not a condition of any purchase or of receiving services, and is captured per account by a separate affirmative act; if you provide a mobile number without granting SMS consent, UpLevel will not use it to text you. Carriers are not liable for delayed or undelivered messages. UpLevel does not sell or share your mobile number or your SMS consent with third parties for their own marketing. You may also opt out of texts by emailing admin@uplevelservicesllc.com. See the Privacy Policy for how we handle your mobile number.

9.2 Electronic Signatures

Where you electronically sign a document made available to you (for example, an agreement presented in the client portal), you agree that your electronic signature and the resulting electronic records have the same legal force and effect as a handwritten signature and a paper record, under the Electronic Signatures in Global and National Commerce Act (15 U.S.C. § 7001 et seq.) and the Virginia Uniform Electronic Transactions Act (Va. Code § 59.1-479 et seq.). When you sign electronically, UpLevel records the typed signer name and title, the date and time of signing, and the signer's IP address, and retains a completion record of the signing; a copy of the executed document is available to you. UpLevel always signs in its entity capacity, by its Manager on behalf of UpLevel Services LLC. You may request a paper copy of a signed record, and you may withdraw consent to transact electronically as to future documents, by emailing admin@uplevelservicesllc.com; withdrawing consent does not affect the validity of documents already signed.

The Site features an AI-powered voice assistant (the "AI Assistant") that you may optionally initiate, on the Site or by phone, to ask questions or begin a conversation about UpLevel's services. The following provisions govern your use of the AI Assistant.

Required Disclosure. When you initiate a conversation, the AI Assistant opens with disclosure language substantially as follows: "You're speaking with UpLevel's AI assistant, not a human. This call is recorded and transcribed so we can follow up and improve our service. If you'd prefer not to be recorded, you can end the call or ask to speak with a person. By continuing, you consent to the recording." You are interacting with an artificial intelligence, not a human representative; the assistant's responses do not constitute advice, commitments, or binding statements by UpLevel Services LLC. This disclosure mirrors the one in Section 21.1 of the Privacy Policy.

Recording Consent. By initiating a conversation with the AI Assistant, you affirmatively consent to UpLevel's recording and transcription of the entire conversation, including all audio, for purposes of lead qualification, follow-up, quality monitoring, and service improvement. This consent is intended to satisfy all applicable all-party (two-party) consent laws, including without limitation California Penal Code § 632, Florida Statutes § 934.03, Nevada Revised Statutes § 200.620, Washington RCW § 9.73.030, and 720 ILCS 5/14-2. The act of initiating the conversation after this disclosure is an affirmative act of consent that UpLevel records together with the version of this disclosure and the date and time of the interaction, consistent with Section 1. If you do not consent to recording and transcription, do not initiate a conversation with the AI Assistant.

AI Limitations. The AI Assistant is an automated system. Its responses are generated by machine-learning models and may be inaccurate, incomplete, outdated, out of context, or otherwise unreliable. You should not rely on the AI Assistant's statements as legal, financial, tax, technical, business, factual, or professional advice, and should not treat any statement by the AI Assistant as a binding commitment, offer, warranty, guarantee, or representation by UpLevel. No statement made by the AI Assistant creates any contractual obligation on the part of UpLevel. For authoritative information about UpLevel's services, contact UpLevel directly through admin@uplevelservicesllc.com.

Human Review. Conversations with the AI Assistant may be reviewed by UpLevel personnel after the interaction for quality-assurance, training, and follow-up purposes. Do not share highly sensitive information, protected health information, financial-account data, passwords, social-security numbers, or confidential third-party information with the AI Assistant.

Telephone Consumer Protection Act. UpLevel acknowledges that, pursuant to the Federal Communications Commission's February 2024 declaratory ruling (FCC 24-17), AI-generated voices constitute "artificial or prerecorded voice" under the Telephone Consumer Protection Act (47 U.S.C. § 227). The AI Assistant is available only upon your affirmative initiation and is not used to place unsolicited outbound calls to you. Where UpLevel sends marketing text messages or places autodialed or artificial- or prerecorded-voice marketing calls, it obtains prior express written consent as required by the TCPA. For clarity, the FCC's 2023 "one-to-one consent" rule was vacated by the U.S. Court of Appeals for the Eleventh Circuit (Insurance Marketing Coalition, Ltd. v. FCC (11th Cir. 2025)) and is not in force; UpLevel applies the operative prior-express-written-consent standard and any stricter applicable state law. See Privacy Policy Section 21.6 for the full TCPA posture.

The Site and client portal interact with third-party services, including without limitation Calendly (scheduling), Vapi (AI voice), Resend (email), Twilio (text messaging), Supabase (database, file storage, and realtime), Vercel (hosting), Cloudflare (domain registrar, DNS, and edge network), Google and Microsoft (optional federated sign-in), Typeform and Make (intake), and the operators of any website linked from the Site (collectively, "Third-Party Services"). Payment for paid engagements is made by bank transfer and/or a third-party payment processor outside the Site; no card-payment processor is active on the Site at this time. The authoritative list of service providers and the data shared with each is maintained in the Privacy Policy (Section 10.1). Third-Party Services are owned and operated by entities other than UpLevel, and UpLevel has no control over their content, features, privacy practices, terms of use, or security measures.

Third-Party Services are governed by their own terms of use and privacy policies, which you should review before using them. UpLevel does not endorse and is not responsible for the content, products, services, privacy practices, security, or policies of any Third-Party Service. Your interactions with Third-Party Services are solely between you and the operator of the Third-Party Service, and UpLevel is not a party to those interactions. Links to Third-Party Services are provided for your convenience only.

UpLevel may, at any time and in its sole discretion, without notice or liability: (a) modify, update, add to, remove from, or replace any portion of the Site or Site Content; (b) change the functionality, features, or appearance of the Site; (c) suspend, interrupt, or limit access to all or any portion of the Site for maintenance, upgrades, security responses, or any other reason; (d) discontinue the Site in whole or in part; or (e) impose restrictions or limitations on any feature or function of the Site.

UpLevel does not warrant that the Site will be available on an uninterrupted, timely, secure, or error-free basis. The Site may be unavailable due to causes including but not limited to scheduled maintenance, equipment failures, network outages, cyberattacks, third-party service outages, or events beyond UpLevel's reasonable control. UpLevel is not liable for any loss or damage arising from any modification, suspension, interruption, unavailability, or discontinuation of the Site.

UpLevel expressly reserves the right, but undertakes no obligation, to: (a) monitor use of the Site for compliance with these Terms and applicable law; (b) investigate suspected violations of these Terms, abusive activity, fraud, or unauthorized access; (c) collect and review server logs, IP-address records, and automated security telemetry; (d) block, throttle, or restrict access to the Site from specific IP addresses, devices, networks, geographic regions, or User Agents; (e) remove or disable access to any User Submission or content that UpLevel, in its sole discretion, determines to be unlawful, harmful, or in violation of these Terms; (f) cooperate with law-enforcement authorities, regulators, or court orders; and (g) take any other action that UpLevel, in its sole discretion, determines is reasonably necessary to protect the Site, its users, UpLevel's rights, or the rights of third parties.

UpLevel may disclose information about you and your use of the Site to the extent required by law, subpoena, court order, or other legal process, or to the extent UpLevel reasonably determines that disclosure is necessary to prevent or respond to suspected illegal activity, fraud, abuse, threats to safety, or violations of these Terms.

UpLevel may, at its sole discretion, at any time and for any reason or no reason, without notice or liability, terminate, suspend, revoke, or restrict your access to the Site, any feature or portion of the Site, or any communication channel made available through the Site. Reasons for termination include but are not limited to: your actual or suspected violation of these Terms; your violation of applicable law; abusive, harassing, or threatening conduct; fraudulent activity; competitive intelligence gathering; automated or scripted access; or any other conduct UpLevel determines adverse to its interests or the interests of its users.

Account Suspension and Deactivation. In addition to the Site-access rights above, and separate from any termination of a paid engagement under a Master Service Agreement, UpLevel may, at its discretion and consistent with any applicable Master Service Agreement, suspend your portal account (your sign-in is blocked and, after you verify your credentials, the reason is shown to you) or deactivate an account (sign-in is disabled), in response to a violation of these Terms or an agreement, abusive or fraudulent activity, a security risk, or non-payment. Suspension or deactivation does not by itself delete your data: account data is retained in accordance with the Privacy Policy's retention schedule and any applicable legal hold. Requests to close an account or delete account data are handled under the Privacy Policy (data-subject requests) and, for clients, the applicable Master Service Agreement.

Upon termination, the limited license granted in Section 6 terminates immediately, and you must cease all access to and use of the Site. All provisions of these Terms that by their nature should survive termination will survive, including without limitation Sections 6 (Intellectual Property), 8 (User Submissions), 15 (Disclaimer of Warranties), 16 (Limitation of Liability), 17 (Indemnification), 20 (Governing Law and Dispute Resolution), and 22 (Severability, Waiver, and Entire Agreement).

THE SITE, ALL SITE CONTENT, THE AI ASSISTANT, ALL THIRD-PARTY SERVICES, AND ALL INFORMATION, MATERIALS, AND FEATURES MADE AVAILABLE THROUGH THE SITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITH ALL FAULTS, AND WITHOUT WARRANTY OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UPLEVEL DISCLAIMS ALL WARRANTIES, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, SYSTEM INTEGRATION, WORKMANLIKE EFFORT, AND QUIET ENJOYMENT.

WITHOUT LIMITING THE FOREGOING, UPLEVEL DOES NOT WARRANT THAT: (A) THE SITE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (B) THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) INFORMATION ON THE SITE IS ACCURATE, COMPLETE, CURRENT, OR RELIABLE; (D) THE SITE OR ANY FILE OBTAINED FROM THE SITE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; (E) THE AI ASSISTANT'S OUTPUTS ARE ACCURATE, COMPLETE, RELIABLE, OR SUITABLE FOR ANY PURPOSE; (F) ANY DEFECT WILL BE CORRECTED; OR (G) ANY THIRD-PARTY SERVICE WILL PERFORM AS EXPECTED. YOU ASSUME ALL RISK ARISING FROM YOUR USE OF THE SITE.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL UPLEVEL SERVICES LLC, ITS SOLE MEMBER, MANAGER, OFFICERS, CONTRACTORS, SERVICE PROVIDERS, OR LICENSORS (COLLECTIVELY, THE "UPLEVEL PARTIES") BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS OPPORTUNITY, LOSS OF GOODWILL, LOSS OF DATA, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF THE SITE, THE AI ASSISTANT, ANY SITE CONTENT, OR ANY THIRD-PARTY SERVICE, REGARDLESS OF THE LEGAL THEORY (WHETHER IN CONTRACT, TORT, STRICT LIABILITY, STATUTE, OR OTHERWISE), AND EVEN IF THE UPLEVEL PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THE TOTAL AGGREGATE LIABILITY OF THE UPLEVEL PARTIES TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS, THE SITE, THE AI ASSISTANT, OR YOUR USE OF OR INABILITY TO USE THE SITE, UNDER ANY LEGAL THEORY WHATSOEVER, SHALL NOT EXCEED ONE HUNDRED UNITED STATES DOLLARS (US $100.00). THIS LIMITATION APPLIES TO ALL CLAIMS IN THE AGGREGATE, NOT PER CLAIM.

EXCEPTIONS: MATTERS NOT SUBJECT TO THE FOREGOING LIMITATIONS. THE EXCLUSIONS AND LIMITATIONS IN THIS SECTION DO NOT APPLY TO, AND NOTHING IN THIS SECTION LIMITS OR EXCLUDES, LIABILITY ARISING FROM: (A) GROSS NEGLIGENCE; (B) WILLFUL MISCONDUCT; (C) FRAUD OR FRAUDULENT MISREPRESENTATION; OR (D) LIABILITY FOR PERSONAL INJURY OR DEATH CAUSED BY NEGLIGENCE, TO THE EXTENT A LIMITATION THEREOF IS UNENFORCEABLE UNDER VIRGINIA LAW (*HIETT V. LAKE BARCROFT CMTY. ASS'N*, 244 VA. 191 (1992)). THE FOREGOING EXCEPTIONS APPLY ONLY TO THE EXTENT THE CORRESPONDING LIABILITY MAY NOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW.

The limitations in this Section are a fundamental basis of the bargain between you and UpLevel. Without these limitations, UpLevel would not make the Site available to you free of charge. Some jurisdictions do not allow the exclusion or limitation of certain damages; in those jurisdictions, UpLevel's liability will be limited to the maximum extent permitted by applicable law. Nothing in these Terms limits liability that cannot be limited by law.

Site and portal use versus paid engagements. This Section and these Terms govern your access to and use of the Site and the client portal, and the limitation and cap above apply in that context. They do not govern, displace, or cap liability arising from a paid engagement: liability between UpLevel and a client in connection with paid services is governed exclusively by the limitation-of-liability and other provisions of the applicable Master Service Agreement and Statement of Work. Accordingly, the cap in this Section does not extend the scope of, or substitute for, the separate liability terms of a Master Service Agreement, and a Site visitor who is not a client may not invoke a Master Service Agreement's terms.

You agree to defend, indemnify, and hold harmless UpLevel Services LLC, its sole member, manager, officers, agents, contractors, subcontractors, successors, and permitted assigns (collectively, "Indemnified Parties") from and against any and all claims, demands, suits, proceedings, losses, damages, liabilities, judgments, fines, penalties, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or relating to: (a) your access to or use of the Site; (b) your violation of these Terms; (c) your violation of any applicable law, regulation, or third-party right; (d) any User Submission you submit or transmit through the Site; (e) any false, inaccurate, or misleading information you provide; (f) any unauthorized use of the Site by any party using your device, network, or credentials; or (g) any content, product, or service you offer through your own business that references, links from, or is communicated to UpLevel via the Site.

UpLevel reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which case you will cooperate with UpLevel in asserting any available defenses. You will not settle any such claim without UpLevel's prior written consent.

UpLevel respects the intellectual-property rights of others and expects its users to do the same. In accordance with the Digital Millennium Copyright Act (17 U.S.C. § 512), UpLevel will respond to clear notices of alleged copyright infringement and, where appropriate, will remove or disable access to allegedly infringing content.

Designated Agent for Notice of Alleged Infringement. Notices of claimed copyright infringement should be directed to UpLevel's Designated Agent at:

UpLevel Services LLC, DMCA Designated Agent. Email: admin@uplevelservicesllc.com. Mailing Address: UpLevel Services LLC, Glen Allen, Virginia 23059.

Required Notice Elements. To be effective under the DMCA, a notice of alleged copyright infringement must include the following: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed; (c) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, together with information reasonably sufficient to permit UpLevel to locate the material; (d) information reasonably sufficient to permit UpLevel to contact the complaining party, such as an address, telephone number, and email address; (e) a statement that the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (f) a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of the exclusive right that is allegedly infringed.

Counter-Notifications. If you believe that your content was removed or disabled in error or misidentification, you may submit a counter-notification to UpLevel's Designated Agent containing the elements required under 17 U.S.C. § 512(g).

Repeat Infringers. UpLevel will terminate, in appropriate circumstances and at its sole discretion, the access of users who are determined to be repeat infringers.

Your use of the Site is also governed by the UpLevel Privacy Policy, which is available at uplevelservicesllc.com/privacy and is incorporated into these Terms by reference. The Privacy Policy describes how UpLevel collects, uses, discloses, stores, and protects information obtained through the Site and related communications. By using the Site, you acknowledge that you have read and understood the Privacy Policy.

UpLevel's processing of any personal data obtained through or in connection with the Site is governed by the Privacy Policy. To the extent UpLevel processes personal data on behalf of a client in connection with a paid engagement, that processing is additionally governed by the data-processing terms agreed between UpLevel and that client, including any Data Processing Addendum to the governing Master Service Agreement, and not by these Terms.

Governing Law. These Terms, and any claim, dispute, or controversy arising out of or relating to these Terms, the Site, or your use of the Site (whether in contract, tort, statute, or otherwise), are governed by and construed in accordance with the laws of the Commonwealth of Virginia, without regard to conflict-of-law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Informal Resolution. Before filing any formal claim, you agree to attempt to resolve any dispute informally by contacting admin@uplevelservicesllc.com with a written description of your claim and the relief sought. The parties will negotiate in good faith for at least thirty (30) calendar days before either party initiates any formal proceeding.

Binding Arbitration. Except for the claims expressly carved out under "Equitable Relief and Court Carve-Out" below, any dispute, claim, or controversy arising out of or relating to these Terms, the Site, or your use of the Site that is not resolved through informal negotiation shall be resolved exclusively by final and binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules then in effect, before a single arbitrator, with the seat and place of arbitration in Henrico County, Virginia. The Federal Arbitration Act (9 U.S.C. § 1 et seq.) governs the interpretation and enforcement of this arbitration agreement. The arbitrator's award is final and binding, and judgment on the award may be entered in any court of competent jurisdiction, including the Designated Courts. Each party shall bear its own costs and fees except as the applicable rules or applicable law otherwise require or permit the arbitrator to allocate.

Exclusive Venue / Designated Courts. Any action, claim, or proceeding arising out of or relating to these Terms, the Site, or your use of the Site that is not subject to arbitration under this Section, including any proceeding to compel arbitration, to enforce an arbitration award, to seek the equitable relief carved out below, or that proceeds in court because the Class Action Waiver is held unenforceable as described below, shall be brought exclusively in the state or federal courts located in or serving Henrico County, Virginia (the "Designated Courts"). You and UpLevel irrevocably consent to the exclusive personal jurisdiction and venue of the Designated Courts and waive any objection based on inconvenient forum, improper venue, or lack of personal jurisdiction.

CLASS ACTION WAIVER. ALL CLAIMS MUST BE BROUGHT IN THE CLAIMANT'S INDIVIDUAL CAPACITY ONLY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. NO COURT OR ARBITRATOR MAY CONSOLIDATE CLAIMS OF MORE THAN ONE PERSON OR PRESIDE OVER ANY CLASS OR REPRESENTATIVE PROCEEDING.

Non-Severability of the Class Action Waiver (Blow-Up Clause). The CLASS ACTION WAIVER above is a material and non-severable part of the agreement to arbitrate. If the CLASS ACTION WAIVER is held to be unenforceable or invalid as to any claim or any part of a claim, then the agreement to arbitrate shall be null and void as to that claim or part, and that claim or part shall instead be brought and adjudicated exclusively in the Designated Courts. In no event shall any class, collective, consolidated, or representative claim be arbitrated. The remainder of this Section, and the agreement to arbitrate as to all other claims, shall remain in full force and effect.

JURY TRIAL WAIVER. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, COUNTERCLAIM, OR CLAIM ARISING OUT OF OR RELATING TO THESE TERMS, THE SITE, OR YOUR USE OF THE SITE.

Time to Bring Claims. Any claim arising out of or relating to these Terms or the Site must be brought within one (1) year after the cause of action accrues, or it shall be forever barred, unless a longer period is required by non-waivable applicable law.

Equitable Relief and Court Carve-Out. Notwithstanding the agreement to arbitrate, UpLevel may seek immediate injunctive or other equitable relief in any court of competent jurisdiction, including the Designated Courts, to prevent or restrain actual or threatened infringement of its intellectual-property rights, breach of confidentiality, or violation of Section 6 or Section 7 of these Terms. Seeking such relief is not a waiver of the right to arbitrate any other claim.

You may not assign, transfer, or sublicense your rights or obligations under these Terms, in whole or in part, without UpLevel's prior written consent; any purported assignment without consent is null and void. UpLevel may assign, transfer, or delegate its rights and obligations under these Terms, in whole or in part, at any time and without notice or your consent, including in connection with a merger, acquisition, corporate reorganization, sale of all or substantially all of its assets, or re-domestication. These Terms will inure to the benefit of, and be binding upon, the parties and their permitted successors and assigns.

Severability. If any provision of these Terms is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable while preserving the parties' original intent, or, if such modification is not possible, will be severed from these Terms, and the remaining provisions will continue in full force and effect. The foregoing is subject to the express Non-Severability of the Class Action Waiver set forth in Section 20, which governs over this general severability provision with respect to the CLASS ACTION WAIVER.

No Waiver. No failure or delay by UpLevel in exercising any right, power, or privilege under these Terms will operate as a waiver. Any waiver of any provision of these Terms must be in writing signed by UpLevel to be effective, and a waiver on one occasion will not be deemed a waiver on any subsequent occasion.

Entire Agreement. These Terms, together with the Privacy Policy and any other agreement or notice expressly referenced herein, constitute the entire agreement between you and UpLevel with respect to the Site and supersede all prior or contemporaneous communications, representations, or agreements, whether oral or written, between you and UpLevel with respect to the Site. These Terms do not apply to paid services between UpLevel and its clients, which are governed exclusively by executed Master Service Agreements and Statements of Work.

No Third-Party Beneficiaries. These Terms are for the sole benefit of you and UpLevel. Nothing herein creates or confers any rights, benefits, or remedies in favor of any third party.

Independent Contractors. These Terms do not create any agency, employment, partnership, joint-venture, or fiduciary relationship between you and UpLevel. You and UpLevel are independent parties at all times.

Headings. Section headings are included for convenience only and do not affect the construction or interpretation of these Terms.

UpLevel may update these Terms at any time and at its sole discretion. When UpLevel makes changes, UpLevel will update the "Last Updated" date at the top of this document. For material changes, UpLevel may take additional steps to notify users, such as posting a notice on the Site. Your continued use of the Site after any update constitutes your acceptance of the updated Terms. If you do not agree to any change, your sole remedy is to discontinue using the Site. It is your responsibility to review these Terms periodically.

Questions, comments, or notices regarding these Terms, the Site, or any legal matter should be directed to:

UpLevel Services LLC
Attn: Legal, Website Terms
Glen Allen, Virginia 23059
United States of America
Email: admin@uplevelservicesllc.com
Website: uplevelservicesllc.com

Formal legal notices, including those contemplated by Section 18 (DMCA) of these Terms, should be delivered by email to admin@uplevelservicesllc.com and by nationally recognized overnight courier to the mailing address above. Notices sent by any other method (including text message, voicemail, social media, or direct message) are not effective.