Upscale "Done For You" Terms of Service

Preamble

This Agreement, hereinafter referred to as the "Terms of Service" or "Agreement," constitutes a legally binding contract between you, hereinafter referred to as the "Client" or "you," and Upscale, hereinafter referred to as "Upscale," "we," "us," or "our," a duly organized and existing entity specializing in the provision of fully managed LinkedIn outreach services. By proceeding with the acquisition of our services, completing any associated purchase, or by utilizing any aspect of our service offerings, you unequivocally acknowledge, understand, and agree to be bound by all terms, conditions, and stipulations set forth herein. These Terms of Service are designed to govern the relationship between Upscale and its Clients, ensuring clarity, mutual understanding, and legal enforceability of all rights and obligations.

1. Service Overview

Upscale provides a comprehensive, fully managed, and highly specialized "Done For You" LinkedIn outreach service. This service is meticulously designed to facilitate the generation of initial business meetings with prospective leads, leveraging the Client's designated LinkedIn inbox. The scope of services encompassed within your subscription is detailed as follows:

Lead Sourcing and Qualification: We employ advanced methodologies, primarily utilizing LinkedIn Sales Navigator, to identify and qualify potential leads that align with the Client's specified target audience and strategic objectives. This process involves a rigorous assessment to ensure the relevance and potential engagement of each prospective lead.
Personalized Research and Message Crafting: For each identified lead, Upscale conducts individual, in-depth research. This research informs the development of highly personalized and compelling outreach messages, meticulously crafted through Upscale's proprietary research and messaging platform. The objective is to create communications that resonate with the recipient, enhancing the likelihood of a positive response.
Campaign Setup and Message Delivery: Our team manages the intricate process of setting up and delivering outreach messages directly via your designated LinkedIn profile. This ensures that all communications appear as if they originated organically from your account, maintaining authenticity and personal connection.
Ongoing Campaign Management and Optimization: Your subscription includes continuous monitoring of campaign performance, iterative adjustments based on real-time data and engagement metrics, and comprehensive weekly reporting. This proactive management approach is designed to maximize campaign effectiveness and adapt to evolving market dynamics.
Reply Management Access: To ensure seamless continuity of communication, we provide complimentary login access for a designated individual within your organization to manage and respond to incoming replies. This feature is designed to empower the Client to take over conversations at the opportune moment.

It is expressly understood that there are no supplementary setup fees or third-party licensing costs associated with our service. Furthermore, the efficacy of our service does not necessitate a premium LinkedIn account; your existing free LinkedIn account may be utilized.

2. Campaign Execution

The operational mechanics of our outreach campaigns are meticulously structured as follows:

Connection Request Volume: We undertake to dispatch a maximum of two hundred (200) connection requests per week from the Client's LinkedIn profile. This volume is carefully calibrated to optimize outreach effectiveness while adhering to LinkedIn's platform guidelines and mitigating the risk of account flagging.
Follow-Up Messaging Sequence: Upon acceptance of a connection request by a prospective lead, such lead shall be automatically integrated into a pre-defined, strategically crafted follow-up message sequence. This sequence is designed to nurture the newly established connection and prompt further engagement.
Client Takeover Protocol: In the event a lead initiates a reply to any message within the sequence, our automated outreach processes for that specific lead shall immediately cease. At this juncture, the responsibility for all subsequent communication and engagement with the lead shall transfer entirely to the Client, who will manage these interactions manually.
Seamless Communication Integration: All replies from leads will be directed to and appear within the Client's LinkedIn inbox, creating a seamless and authentic communication experience, as if all prior correspondence had been personally initiated and managed by the Client.

It is imperative to acknowledge that the performance metrics of any campaign, including but not limited to connection acceptance rates and reply rates, are inherently variable. Such variations are contingent upon a multitude of factors, including the specific market segment targeted, the intrinsic strength and optimization of the Client's LinkedIn profile, and the compelling nature of the Client's proposition. Consequently, Upscale explicitly disclaims any and all guarantees regarding specific results, outcomes, or performance levels.

3. Onboarding Process

Upon successful subscription and in order to facilitate the expeditious commencement of services, the Client shall be required to complete the following onboarding procedures:

Information Submission: The Client will be prompted to complete two concise digital forms. These forms are designed to capture essential information pertaining to the Client's target audience demographics and the core proposition or value offering. The accuracy and completeness of this information are paramount to the successful execution of the outreach campaign.
Campaign Draft Review: Subsequent to the submission of the aforementioned forms, Upscale shall prepare a draft campaign, which will be presented to the Client for review and approval, typically via Google Docs. This draft will encapsulate the proposed messaging, targeting parameters, and overall campaign strategy.
Clarification and Consultation: Should any ambiguities or requirements for further clarification arise during the Client's review of the draft campaign, if these cannot be resolved through Google Docs comments or by email, an invitation will be extended for a brief consultative call. This ensures that all aspects of the campaign are aligned with the Client's expectations and objectives prior to launch.

Campaigns are provisioned to commence within 1 working day following the receipt of the Client's final and unequivocal approval of the draft campaign, which is targeted to be forty-eight (48) hours after the timely provision of all requisite information and materials by the Client.

4. Ongoing Collaboration

Effective and continuous collaboration between Upscale and the Client is integral to the success and optimization of the outreach campaigns. Our collaborative framework is structured as follows:

Regular Check-ins: Upscale will initiate weekly check-ins with the Client to discuss campaign performance, provide updates, and address any emerging issues. During the initial launch phase of a campaign, the frequency of these check-ins may be increased to ensure rapid iteration and optimization.
Client Responsiveness: The Client acknowledges and agrees to provide timely input, approvals, and necessary access to facilitate the smooth operation and progression of the services. Delays in providing such input may impact campaign performance and are not the responsibility of Upscale.
Communication Channels: Our primary modes of collaboration include shared digital documents, electronic mail (email), and, where deemed beneficial or necessary, optional video conferencing calls. This multi-channel approach ensures efficient and effective communication.

5. Payments, Pricing, and Cancellations

The financial terms governing the provision of services are delineated as follows:

Pricing Structure: The prevailing pricing for Upscale's services is publicly accessible and published on our official website at https://upscaleoutreach.com/pricing. It is expressly understood that these prices are subject to revision and may change periodically at Upscale's sole discretion.
Rate Fixation: Notwithstanding any future adjustments to our published pricing, the specific rate applicable to your subscription shall remain fixed at the rate in effect at the precise time of your initial subscription, unless a subsequent modification to this rate is mutually agreed upon in writing by both parties.
Billing Cycle and Method: All subscriptions are subject to recurring monthly charges. These charges will be processed automatically via Stripe, our designated third-party payment processor. By entering into this Agreement, you authorize Upscale to initiate such recurring charges.
Cancellation Policy: The Client retains the unequivocal right to cancel their subscription at any time. Such cancellation may be effected either immediately upon notification or designated for a future date of the Client's choosing. All cancellation requests must be formally submitted via electronic mail to hello@upscaleoutreach.com.
No-Refund Policy: It is a fundamental term of this Agreement that no refunds, whether partial or full, shall be issued under any circumstances. This includes, but is not limited to, instances of partial service utilization, early termination or cancellation of the subscription by the Client, or any dissatisfaction with the service rendered. By subscribing to our services, you explicitly acknowledge, understand, and provide your affirmative consent to this stringent no-refund policy.

6. Client Responsibilities

To ensure the optimal performance of the services and to maintain compliance with all applicable regulations and platform policies, the Client undertakes and agrees to the following responsibilities:

Accuracy of Onboarding Information: The Client shall provide accurate, complete, and truthful information during the onboarding process. Any misrepresentation or omission of material facts may result in the suspension or termination of services.
LinkedIn Terms of Service Compliance: The Client covenants to use their LinkedIn account and the services provided by Upscale in strict accordance with LinkedIn's prevailing Terms of Service and its acceptable use policies. Upscale shall not be held liable for any actions, penalties, or restrictions imposed by LinkedIn due to the Client's non-compliance.
Communication Takeover: The Client acknowledges and agrees that Upscale's role is limited to initiating outreach and generating initial engagement. Upon a lead's reply, the Client assumes full and sole responsibility for all subsequent communications, including but not limited to scheduling meetings, conducting sales presentations, and closing deals. Upscale does not provide services related to meeting scheduling or sales closure.
Secure LinkedIn Profile Access: Access to the Client's LinkedIn profile for the purpose of service delivery shall be managed exclusively through approved, secure methods or collaborative tools. Upscale explicitly states that it will never request or require the Client's direct login credentials (username and password) for their LinkedIn account. The Client is solely responsible for safeguarding their login credentials and for any unauthorized access to their LinkedIn account.

7. Intellectual Property

All intellectual property rights, including but not limited to copyrights, trademarks, trade secrets, and proprietary information, pertaining to all materials, methodologies, strategies, copywriting, and campaign logic developed, created, or utilized by Upscale in the course of providing the services hereunder, shall remain the exclusive property of Upscale. The Client is hereby granted a limited, non-exclusive, non-transferable, and revocable license to utilize such materials solely for the purpose of their internal outreach activities facilitated by Upscale's services. The Client is expressly prohibited from copying, reproducing, reselling, distributing, or publicly sharing any of Upscale's intellectual property without the prior express written consent of an authorized representative of Upscale. Any unauthorized use shall constitute a material breach of this Agreement and may result in immediate termination of services and legal action.

8. Confidentiality

Both parties acknowledge that in the course of this Agreement, they may gain access to confidential and proprietary information belonging to the other party. Upscale undertakes to treat all Client-provided data, including but not limited to lead data, strategic insights, and campaign-specific information, with the utmost confidentiality and to utilize such information solely for the purpose of rendering the services hereunder. Similarly, the Client undertakes to treat all Upscale materials, processes, methodologies, and proprietary information as strictly confidential. Neither party shall disclose, disseminate, or utilize the other party's confidential information for any purpose other than as expressly permitted by this Agreement, or as required by law, without the prior written consent of the disclosing party. This obligation of confidentiality shall survive the termination or expiration of this Agreement.

9. Performance Disclaimer

Upscale is committed to applying industry best practices and leveraging its expertise to maximize the potential results of your outreach campaigns. However, the Client expressly acknowledges and agrees that the actual performance and outcomes of these campaigns are subject to significant variability. This variability is influenced by numerous factors beyond Upscale's direct control, including but not limited to the inherent attractiveness and clarity of the Client's proposition, the characteristics and responsiveness of the targeted audience, and the dynamic nature of activity on the LinkedIn platform. While Upscale may share average performance results derived from its general client base and may utilize such data as a potential indicator or predictor of performance for your specific campaigns, it is unequivocally stated that Upscale does not provide any guarantee, warranty, or assurance regarding the achievement of specific results. This includes, without limitation, no guarantees as to the number of responses, generated meetings, conversion rates, or ultimately, revenue outcomes. The Client understands and accepts that past performance is not indicative of future results and that the success of the campaign is a function of multiple interdependent variables.

10. Platform Limitations

Upscale's service delivery is intrinsically dependent upon the functionality and operational status of LinkedIn, which is a third-party platform entirely outside of Upscale's control. Consequently, Upscale shall not be held responsible or liable for any disruptions, limitations, or adverse impacts arising from:

Platform Changes: Any modifications, updates, or alterations to the LinkedIn platform, including changes to its algorithms, user interface, or functionalities, that may affect the performance or delivery of our services.
Outages and Downtime: Any temporary or prolonged unavailability, outages, or technical issues experienced by the LinkedIn platform.
Enforcement Actions: Any enforcement actions undertaken by LinkedIn, including but not limited to account restrictions, suspensions, usage limits, or other penalties imposed on the Client's LinkedIn account. The Client acknowledges that compliance with LinkedIn's terms of service is solely their responsibility.

Upscale reserves the unequivocal right to utilize any third-party platforms, tools, or services deemed necessary or appropriate to effectively deliver the services outlined in this Agreement. Such third-party resources may include, but are not limited to:

LinkedIn Sales Navigator and other official LinkedIn services.
Automation and workflow management tools.
Data enrichment and research platforms.
Communication and collaboration tools (e.g., Google Docs, various email platforms).
Analytics and reporting software.

The Client acknowledges and agrees that these third-party platforms and tools operate under their own distinct terms of service, privacy policies, and operational limitations. Upscale explicitly disclaims any liability for disruptions, changes, or restrictions imposed by these third-party platforms that may, directly or indirectly, affect the delivery or performance of our services. In the event that a critical third-party platform becomes unavailable or its functionality is severely impaired, Upscale commits to making commercially reasonable efforts to identify and implement alternative solutions or to adjust its service delivery model accordingly, to the extent feasible.

11. Force Majeure

Upscale shall not be held liable for any delay or failure in performing its obligations under this Agreement if such delay or failure is caused by events, circumstances, or causes beyond its reasonable control. Such events of "Force Majeure" include, but are not limited to, acts of God, natural disasters (e.g., earthquakes, floods, fires), war, terrorism, civil unrest, governmental acts or regulations, epidemics, pandemics, internet outages, power failures, significant changes or disruptions to third-party platforms (including LinkedIn), or any other event that is unforeseeable and beyond the reasonable control of Upscale. In the event of a Force Majeure, Upscale's obligations hereunder shall be suspended for the duration of such event, and Upscale shall use reasonable efforts to mitigate the effects of such event and resume performance as soon as practicable.

12. Governing Law and Dispute Resolution

This Agreement, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by and construed in accordance with the laws of England and Wales. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims). Prior to initiating any formal legal proceedings, the parties agree to engage in good faith negotiations to resolve any dispute, controversy, or claim arising out of or relating to this Agreement or the breach, termination, or validity thereof. If such dispute cannot be resolved through informal negotiation within a period of thirty (30) days from the date one party notifies the other of the dispute, either party may, at its sole discretion, submit the dispute to binding arbitration in London, England, in accordance with the rules of a mutually agreed-upon arbitration body, or, for claims falling within their jurisdictional limits, to the small claims court in England and Wales.

13. International Clients

Upscale extends its services to clients globally. However, it is the sole and exclusive responsibility of the Client to ascertain and ensure that their outreach activities, facilitated by Upscale's services, are in full compliance with all applicable local marketing laws, data privacy regulations (including, but not limited to, GDPR, CCPA, and other regional or national data protection acts), and industry-specific standards or guidelines pertinent to their jurisdiction and target audience. Upscale provides no legal advice regarding international compliance, and the Client indemnifies Upscale against any claims, damages, or liabilities arising from the Client's failure to comply with such laws and regulations.

14. Modifications to Terms

Upscale reserves the right, at its sole discretion, to revise, amend, or update these Terms of Service at any time. Such modifications may be necessitated by changes in business practices, technological advancements, legal or regulatory requirements, or for any other reason deemed appropriate by Upscale. The most current version of these Terms of Service will always be accessible and published on our official website at https://upscaleoutreach.com/terms. It is the Client's responsibility to regularly review these Terms of Service to stay informed of any changes. Your continued access to or utilization of the services subsequent to the effective date of any such modifications shall constitute your unequivocal acceptance of, and agreement to be bound by, the revised Terms of Service. If you do not agree to the modified terms, your sole recourse is to cease using the services and terminate this Agreement in accordance with the cancellation policy.

15. Entire Agreement

This Agreement, inclusive of all terms, conditions, and policies referenced herein (e.g., Privacy Policy), constitutes the complete and exclusive understanding and agreement between the Client and Upscale with respect to the subject matter hereof. This Agreement supersedes all prior or contemporaneous negotiations, discussions, understandings, communications, proposals, representations, and agreements, whether oral or written, between the parties relating to the subject matter of these Terms of Service. No oral representations or statements shall be binding upon either party.

16. Data Protection and Privacy

Upscale is committed to protecting the privacy and security of your personal data. We process all personal data, including any lead data provided by the Client, in strict compliance with applicable data protection laws and regulations, specifically the UK General Data Protection Regulation (UK GDPR) and other relevant data protection legislation. Our comprehensive data processing practices are further detailed in our Privacy Policy, which is incorporated herein by reference and available on our website. By entering into this Agreement, you explicitly consent to Upscale's collection, processing, and use of lead data and other necessary information solely for the purpose of providing the services outlined herein. Upscale implements robust technical and organizational security measures designed to protect your data from unauthorized access, disclosure, alteration, or destruction. In the unfortunate event of a data breach, Upscale undertakes to notify the Client without undue delay, and in accordance with the timelines and requirements stipulated by applicable law.

17. Service Level and Availability

Upscale endeavors to provide consistent and high-quality service delivery. However, it is expressly understood and agreed that Upscale does not guarantee 100% uptime or continuous availability of its services. Service interruptions may occur due to various factors, including, but not limited to, scheduled maintenance, unforeseen technical issues, or dependencies on third-party platforms. Where planned maintenance is necessary and feasible, Upscale will make reasonable efforts to communicate such events to the Client in advance. Upscale shall not be held liable for any service interruptions, delays, or performance issues attributable to third-party platforms (e.g., LinkedIn outages), internet connectivity problems experienced by the Client or third parties, or any other circumstances beyond Upscale's reasonable control.

18. Limitation of Liability

To the maximum extent permitted by applicable law, Upscale's total aggregate liability to the Client for any and all claims, damages, losses, or expenses arising out of or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no event exceed the total amount paid by the Client to Upscale for the services during the twelve (12) months immediately preceding the event giving the claim. This limitation shall apply irrespective of the form of action, whether in contract or tort, including negligence. Notwithstanding the foregoing, Upscale, its affiliates, officers, directors, employees, agents, and licensors shall not be liable for any indirect, incidental, consequential, special, punitive, or exemplary damages, including but not limited to, loss of profits, loss of business, business interruption, loss of data, loss of goodwill, reputational damage, or procurement of substitute goods or services, even if Upscale has been advised of the possibility of such damages. This exclusion of liability for indirect and consequential damages shall apply except where such exclusion is prohibited by law.

19. Account Suspension and Termination

Upscale reserves the right, at its sole discretion, to immediately suspend or terminate the Client's access to and use of the services, in whole or in part, without prior notice or liability, upon the occurrence of any of the following events:

(a) Breach of Terms: If the Client commits any material breach of these Terms of Service, including but not limited to non-compliance with Client Responsibilities (Section 6) or engagement in Prohibited Activities (Section 22).
(b) LinkedIn Account Restrictions: If the Client's LinkedIn account, through which the services are delivered, is restricted, suspended, or otherwise impaired by LinkedIn, rendering Upscale unable to effectively provide the services.
(c) Violation of LinkedIn Terms of Service: If the Client engages in any activities, whether directly or indirectly related to the services, that are deemed by LinkedIn to be in violation of its official Terms of Service or acceptable use policies.
(d) Payment Failure: If any payment due from the Client to Upscale fails, is declined, or is otherwise not received by Upscale within the stipulated payment terms.

Upon any such suspension or termination, Upscale shall immediately cease all campaign activities and related services. The Client acknowledges and agrees that they shall remain liable for any and all outstanding fees, charges, or obligations incurred prior to the effective date of suspension or termination. No refunds will be issued for any unused portion of the service in the event of termination due to Client's breach or non-compliance.

20. Contact and Support

For any inquiries, questions, or concerns pertaining to these Terms of Service, the services provided by Upscale, or for general support, the Client is encouraged to contact Upscale via electronic mail at hello@upscaleoutreach.com. Upscale endeavors to provide timely and effective support to its Clients. Support services are primarily rendered via email and web chat during standard United Kingdom business hours. Response times may vary depending on the complexity of the query and the prevailing volume of support requests. While Upscale strives for prompt responses, no specific response time guarantees are provided.

21. User Representations

By accessing or utilizing the services provided by Upscale, the Client hereby represents and warrants that:

Accuracy of Information: All information, data, and materials provided by the Client to Upscale, whether during the onboarding process or at any subsequent time, shall be true, accurate, current, and complete in all material respects.
Maintenance of Accuracy: The Client undertakes to promptly maintain and update the accuracy of such information as necessary to ensure its continued truthfulness, accuracy, currency, and completeness.
Legal Capacity: The Client possesses the full legal capacity, right, power, and authority to enter into this Agreement and to perform all of its obligations hereunder, and to comply with all terms and conditions set forth herein.
Age of Majority: The Client is not a minor in the jurisdiction in which they reside, or if a minor, has received parental or guardian consent to enter into this Agreement.
Lawful Purpose: The Client shall not use the service for any illegal, fraudulent, or unauthorized purpose, nor shall the Client, in the use of the service, violate any applicable law or regulation, including but not limited to, laws regarding copyright, intellectual property, data privacy, and anti-spam.
Compliance with Laws: The Client's use of the service will at all times comply with all applicable laws, statutes, ordinances, and regulations.

Upscale reserves the right to immediately suspend or terminate the Client's service, without refund, if any information provided by the Client is found to be untrue, inaccurate, not current, or incomplete, or if Upscale has reasonable grounds to suspect that such information is untrue, inaccurate, not current, or incomplete.

22. Prohibited Activities

The Client explicitly agrees not to engage in any of the following activities in connection with their use of the services. Any engagement in these prohibited activities shall constitute a material breach of this Agreement and may result in immediate suspension or termination of services without refund, and may subject the Client to legal action:

Illegal or Unauthorized Use: Using the service for any illegal, fraudulent, or unauthorized purposes, or in any manner that violates any applicable local, national, or international law or regulation.
Violation of LinkedIn Policies: Engaging in any conduct that violates LinkedIn's official Terms of Service, User Agreement, or acceptable use policies, including but not limited to, sending unsolicited commercial communications, misrepresenting identity, or engaging in abusive behavior.
Misleading Information: Providing false, inaccurate, or misleading information about the Client's business, proposition, or identity.
Spamming and Unsolicited Communications: Using the service to send spam, unsolicited communications, or any form of mass messaging that violates anti-spam laws (e.g., CAN-SPAM Act, GDPR, PECR) or industry best practices.
Reverse Engineering and Replication: Attempting to reverse engineer, decompile, disassemble, copy, or replicate Upscale's proprietary processes, methodologies, algorithms, or any aspect of its service delivery.
Unauthorized Account Access Sharing: Sharing access to the Client's service account with unauthorized third parties, or allowing any third party to use the service through the Client's account without Upscale's express written consent.
Competitive Use: Using the service to directly or indirectly compete with Upscale, or to develop, offer, or promote services that are substantially similar to or competitive with Upscale's offerings.
Harassment and Abuse: Harassing, abusing, threatening, or otherwise engaging in any form of inappropriate conduct towards Upscale's employees, contractors, other clients, or any third party.
Security Circumvention: Attempting to circumvent any security measures, access restrictions, or technological protections implemented by Upscale or LinkedIn.
Interference with Service: Interfering with or disrupting the integrity or performance of the service or data contained therein.

23. Indemnification

The Client hereby agrees to defend, indemnify, and hold harmless Upscale, its affiliates, officers, directors, employees, agents, and licensors from and against any and all claims, demands, liabilities, damages, losses, costs, and expenses, including reasonable attorneys' fees and legal costs, arising out of or in connection with:

(a) Your Use of Our Service: Any use of Upscale's services by the Client, including any data or content transmitted or received by the Client through the service.
(b) Breach of this Agreement: Any actual or alleged breach by the Client of any provision, representation, or warranty contained within this Agreement.
(c) Violation of Law or Regulation: The Client's violation of any applicable law, statute, ordinance, or regulation, whether local, national, or international.
(d) Violation of Third-Party Rights: The Client's violation of the rights of any third party, including but not limited to, intellectual property rights (e.g., copyright, trademark, patent), privacy rights, or publicity rights.
(e) Content or Information Provided: Any content, data, or information provided by the Client to Upscale for the purpose of service delivery, including any claims that such content infringes upon the rights of a third party.

Upscale reserves the right, at the Client's expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by the Client, and the Client agrees to cooperate fully with Upscale's defense of such claims. The Client shall not, in any event, settle any matter without the prior written consent of Upscale.

24. Electronic Communications and Signatures

By utilizing the services, the Client consents to receive all communications from Upscale electronically, whether via electronic mail (email) to the address provided by the Client, or through notifications or messages delivered directly within our platform. The Client agrees that all agreements, notices, disclosures, and other communications that Upscale provides to the Client electronically satisfy any legal requirement that such communications be in writing. Furthermore, the Client agrees to the use of electronic signatures, contracts, and records, and hereby waives any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records.

25. Severability and Waiver

If any provision of this Agreement is found by a court of competent jurisdiction to be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms of Service and shall not affect the validity and enforceability of any remaining provisions. The unenforceability or invalidity of any provision shall not affect the enforceability or validity of any other provision of this Agreement. The failure of Upscale to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. Any waiver of any provision of this Agreement will be effective only if in writing and signed by an authorized representative of Upscale. No joint venture, partnership, employment, or agency relationship exists between the Client and Upscale as a result of this Agreement or use of the services.