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TERMS & CONDITIONS

Welcome to Upstative. These Terms and Conditions ("Terms", "Agreement") govern your relationship with Upstative LLC ("us", "we", or "our") and apply to your use of our website, the purchase of any custom merchandise, and the retention of our creative media services (including photography, film, and design services).

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Please read these Terms carefully before using our website or booking our services. By accessing our site, purchasing merchandise, or signing a creative services agreement, you agree to be bound by these Terms.

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1. Definitions

  • "Company" refers to Upstative LLC.

  • "Services" refers to professional creative services, including but not limited to photography, videography, film production, brand design, and digital media creation.

  • "Products" refers to custom merchandise, apparel, goods, and physical items sold through our website or directly to clients.

  • "Client" refers to any individual or business entity that commissions or purchases Services from Upstative LLC.

  • "Customer" refers to anyone purchasing Products from Upstative LLC.
     

2. Creative Services (Photography, Film, and Design)

All creative service engagements are subject to the following terms, which will be further detailed in individual project-specific contracts:

  • A. Bookings and Deposits

    • To secure a booking for design, photo or film services, a non-refundable retainer/deposit may be required before work begins.

    • No project work or scheduling is confirmed until the deposit is cleared and a project agreement is signed by both parties or a mutual agreement is made.

  • B. Client Cooperation & Deliverables

    • The Client is responsible for providing necessary assets, clear briefs, and timely feedback. Upstative LLC is not responsible for project delays caused by a lack of Client communication or delayed asset delivery.

    • We will deliver the final files in the formats and timelines agreed upon in the project-specific contract.

  • C. Intellectual Property & Usage Rights

    • Ownership of Raw & Final Files: Unless explicitly stated otherwise in a signed contract, Upstative LLC retains ownership of all raw footage, raw photographs, and preliminary design drafts. Only finalized deliverables will be transferred to the Client.

    • Licensing: Upon final payment, the Client is granted a license to use the delivered media as specified in their project contract. Upstative LLC reserves the right to use any created media, behind-the-scenes footage, or design assets in its own promotional portfolios, social media, and marketing materials, unless a strict non-disclosure agreement (NDA) is agreed upon in writing prior to production.
       

3. E-Commerce & Custom Merchandise Sales

  • A. Product Descriptions and Pricing

    • We strive to display the colors, textures, and details of our custom merchandise as accurately as possible. However, we cannot guarantee that your device’s display will perfectly reflect the actual product.

    • All prices are subject to change without notice. We reserve the right to modify or discontinue Products at any time.

  • B. Ordering and Payment

    • By placing an order, you represent that all information provided is accurate, current, and complete.

    • We reserve the right to refuse or cancel any order at our sole discretion, including orders that appear to be placed by dealers, resellers, or distributors without prior authorization.

  • C. Shipping and Delivery

    • Shipping times are estimates and cannot be guaranteed. Upstative LLC is not responsible for shipping delays caused by carrier issues, customs, or incorrect delivery addresses provided by the Customer.

  • D. Returns, Exchanges, and Refunds

    • Custom/Made-to-Order Merchandise: Because many of our items are custom-made or printed-on-demand, sales on custom merchandise are final.

    • Defective or Damaged Items: If you receive a damaged or defective item, please contact us within 7 days of delivery with photographic evidence, and we will arrange for a replacement or refund.
       

4. General Intellectual Property

All content on our website and digital channels—including but not limited to logos, branding, website design, text, graphics, and product designs—is the exclusive property of Upstative LLC. You may not reproduce, distribute, or modify any of our intellectual property without prior written consent.

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5. Limitation of Liability

To the maximum extent permitted by applicable law, Upstative LLC, its officers, employees, or affiliates shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, use, goodwill, or other intangible losses resulting from:

  • Your access to or use of (or inability to access or use) our website or Services.

  • Any unauthorized access to or use of our secure servers and/or personal information stored therein.

  • Any bugs, viruses, or trojan horses transmitted through our services by third parties.
     

6. Indemnification

You agree to defend, indemnify, and hold harmless Upstative LLC and its employees, contractors, agents, and officers from and against any claims, damages, obligations, losses, liabilities, costs, or debt, and expenses (including attorney's fees) arising from your use of our Services, purchase of Products, or violation of these Terms.
 

7. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of law provisions. Any legal action or proceeding arising under these Terms shall be brought exclusively in the courts located in Delaware County, New York (or the nearest applicable state or federal court).
 

8. Changes to These Terms

We reserve the right, at our sole discretion, to modify or replace these Terms at any time. We will indicate the date of the latest update at the top of this document. Continued use of our website or services after any changes constitute acceptance of those changes.
 

9. Contact Information

If you have any questions about these Terms, please contact us:

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