Terms of Service

Last updated: February 01, 2021

The following Terms of Service (“Terms”) are between you and/or your law firm (“You”) and Upsource LLC, an Oregon limited liability company (“Upsource”) and govern your use, and the provision, of the subscription directory management, web development, web management, paid marketing, content marketing, and other services provided by Upsource (the “Services”). Any additional or different terms provided by you to any purchase order, invoice, business form, or acknowledgment are expressly rejected, and no subsequent performance is an acceptance of any such inconsistent or additional terms.

Subscription Services. All Services are provided on a subscription basis and will continue month-to-month and automatically renew on the day that is 5 days in advance of your next billing cycle unless and until you cancel the Services. All cancellations and change requests must be emailed to help@upsource.com at least 5 days prior to the start of your next billing cycle.

Billing and Payment.

Billing Cycle. Your subscription fees will be billed at the beginning of your subscription and each following month unless and until you cancel your Services. We automatically charge your credit card or make ACH withdrawal from your account (your “Payment Method”) each month on or about the calendar day corresponding to the commencement of your subscription to the Services. All fees are nonrefundable upon payment. Upsource reserves the right to change the timing of billing if your payment has not settled.

Recurring Billing. You authorize Upsource to charge your monthly subscription fees, and any other charges you may incur in connection with the Services, to your Payment Method. You acknowledge that the amount billed each month may vary for reasons that may include You changing or adding Services, and you authorize us to charge your Payment Method for such varying amounts. You agree to provide us with valid and updated Payment Method information. Upsource reserves the right to reduce, suspend, or terminate some or all of your Services, and to assess a service charge of $25 per occurrence, in the event of your failure to timely pay.

All payments are nonrefundable. There are no refunds or credits for cancellations made mid-cycle or otherwise.

Website Development. The Services may include the development of a website (“Site Development Services”), together with design files, images, and custom content created for you by Upsource (the “Site Materials”). All right, title, and interest to the Site Materials (expressly excluding any content delivered by you) belong to Upsource and are licensed to you for the sole purpose of display on your Site unless and until your subscription to the Services is terminated. You may, however, take ownership of all Site Materials upon payment of the Transfer Fee indicated in the quote delivered to you at the time of subscription to the Site Development Services. Upon payment of the Transfer Fee, Upsource will facilitate the transfer of all Site Materials to you, or to your designee.

Website Changes and Updated Scope. Website changes are limited to adding, replacing, or removing text, images, audio, or video content throughout the website; adding, replacing, or removing practice area pages, attorney profile pages, or navigation menu items. Cropping, resizing and optimizing images. Out-of-scope development and design work available for an additional fee.

Your Website, Business Listings, and Social Media Accounts. In order for Upsource to promptly and adequately provide the Services, You agree to provide to Upsource: (a) administrator/owner access (i.e. usernames, passwords, and other necessary login information) to your website (your “Site”), and your business listings, and social media accounts (your “Accounts”) and/or permission to claim, establish, set-up and control the Accounts on your behalf; (b) permission to make changes to your Site and Accounts for the purpose of optimization, visibility, performance, or otherwise in connection with the Services, and to communicate directly with any Third-Party Sites, and other necessary persons, on your behalf (c) access to your traffic statistics and information; (d) use of your logos, trademarks, images, and other intellectual property or proprietary rights for the purpose of creating, modifying, and optimizing your Site and/or Accounts and any other uses in connection with the provision of the Services.

Third Party Search Engines, Directories, and Social Media Sites. Your Services may include the use of keywords, phrases, and/or search terms for the purpose of seeking to improve the ranking, positioning, and exposure of your website and business information with third-party search engines, online business and informational directories, and social media sites, such as Google, Bing, Yahoo, Yelp, City Search, Facebook, Twitter, Google Plus, among others (collectively, “Third-Party Site(s)”). Upsource has no control over the policies, procedures, methodologies, operations, or terms of service of any Third-Party Site. Due to consistent fluctuations in the relative competitiveness of certain keywords, phrases, and/or search terms, together with recurring changes in search engine ranking algorithms, and other competitive factors, Upsource is unable to guarantee any specific page ranking or position keyword, phrase, or search term. Because of the foregoing factors, among others, it may take as much as 4 months or longer to realize any results from the performance of the Services.

Your Acknowledgements. You acknowledge and agree: (a) that while the Services are designed and intended to improve the positioning, visibility, and accuracy of your Site and Accounts, because of factors outside of the control of Upsource and the Services may not result in increase in revenues or profits for You; (b) because of the procedures and operations of Third-Party Sites, among other factors, the results of the Services may be delayed or not immediate; (c) all fees are, when paid, nonrefundable; (d) that participation by You is necessary for the timely and adequate provision of the Services by Upsource, and the failure by You to perform your obligations and to promptly respond to inquiries and provide feedback with respect to deliverables may delay the performance of the Services to your expectations, but will not result in a delay or suspension of subscription fees or other amounts payable by You; (e) configurations or changes made to your Site or Accounts, in the past or future, by third parties may adversely affect the results of the Services; and (f) all images, logos, designs, content, and other intellectual or proprietary property delivered to Upsource by You, is either your property or you have obtained all necessary rights to the same, and the use by Upsource of such materials shall not infringe on, or constitute the misappropriation of, the intellectual property or proprietary right of any person, and You agree to indemnify, defend, and hold harmless Upsource and its representatives from any claim in that regard.

Changes to Terms and Rates. Upsource may change the Terms, or any rates, fees, expenses, or charges regarding your Services on delivery of no less than 30 days notice. Any updated version of these Terms will be effective upon the date of posting unless indicated otherwise. If you do not agree to any updated version of the Terms, you should immediately terminate the Services.

Service Limitations and Limitation Of Liability. The Services are provided “as is”, with all faults, and without warranty of any kind, and Upsource disclaims all representations, warranties, conditions, and terms, with respect to the Services, and third party services, whether express, implied, statutory, or by common law, custom, usage, or otherwise, including without limitation performance, the warranties of merchantability, fitness for a particular purpose, quiet enjoyment, and non-infringement. Upsource does not warrant that the Services will meet your requirements or that the Services will be compatible with third-party products, goods, or services.  If Upsource cannot lawfully disclaim such warranties, then to the extent permitted by law, Upsource limits the duration of such warranties to the minimum time permitted under such law.

Governing Law and Venue. These Terms are governed by the laws of the state of Oregon, notwithstanding any choice of law rule or provision that may result in the law of any other jurisdiction governing these Terms. The exclusive jurisdiction and venue for any action arising out of or relating to the subject matter of these Terms or the relationship between you and Upsource shall be in any state or federal court located in Multnomah County, Oregon, and both parties submit to the personal jurisdiction of such courts.