1.01 An independent contractor relationship will be created between the CLIENT and UPPERLINE, and that no partnership or joint venture is intended or implied by either party.
1.02 A date of commencement of the services will be agreed upon by both parties. Charges will be applicable according to that date. 1.03 UPPERLINE reserves the right to subcontract a third party service provider for some or all service tasks.


UPPERLINE shall invoice CLIENT for monthly charges/fees each month following the month during which service is performed. All invoices shall be due and payable upon receipt. Payment shall be deemed “late” thirty (30) days from the invoice date. If CLIENT is sixty (60) days past due on an invoice all of CLIENT’s services will be suspended. CLIENT will have thirty (30) days to bring their account current with all outstanding balances paid in full and will also be subject to a fifty ($50) dollar reactivation fee. If CLIENT has not brought their account to a current state within the thirty (30) day suspend period UPPERLINE will deactivate and cancel all of CLIENT’s existing accounts. Any and all of CLIENT’s intellectual property (WORKS) will not be returned until all balances owed UPPERLINE are paid in full.


3.01 Under no circumstances will UPPERLINE be liable for any special, consequential, direct, indirect or other damages of any sort including but not limited to, loss of profit or business arising from this agreement, further, UPPPERLINE disclaims any warranty of any sort with regard to specific sales results from advertising with any UPPERLINE product.
3.02 The CLIENT will defend, cover and hold UPPERLINE harmless from and against any and all claims, losses, liabilities, and expenses related to the services provided by UPPERLINE to the CLIENT under this agreement, including without limitation claims made by third parties related to any false advertising claims, liability claims for products or services sold by the client, claims for patent, copyright or trademark infringement, claims due to disruption or malfunction of services provided, or for any content submitted by you for publication by UPPERLINE.
3.03 Due to the nature of digital media, any content/information given by the CLIENT to UPPERLINE for publication will be accessible by the public as soon as the publication is carried out. UPPERLINE will not be responsible for screening the material and any damages or losses of profit, good will or any business asset due to the nature of content being publicized.
3.04 UPPERLINE shall not be deemed to be in breach of this AGREEMENT and shall have no liability to any person if it is unable to perform any of its obligations under this AGREEMENT as a result in whole or in part, of any labor dispute, failure of usual source of supply or distribution, war, riot, insurrection, vandalism, disturbances, fire, flood, earthquake, storm, act of God, government, or any other cause beyond the reasonable control of UPPERLINE.


It is the intent of the parties that any and all copyrights or other intellectual property rights, which UPPERLINE may have in WORKS provided to CLIENT in the past, or WORKS provided to CLIENT under this AGREEMENT, shall be owned by CLIENT. Therefore, UPPERLINE does hereby transfer and assign to CLIENT all copyrights and other intellectual property rights, which UPPERLINE may have had in and to any WORKS, which UPPERLINE has provided to CLIENT in the past. Additionally, UPPERLINE hereby transfers and assigns to CLIENT all copyrights and other intellectual property rights UPPERLINE may have in and to any WORKS UPPERLINE provides to CLIENT under this agreement. UPPERLINE agrees that all works provided by UPPERLINE to CLIENT under this agreement shall be owned exclusively by CLIENT, which shall have the exclusive right to create derivative works, exploit, sell, market, license, and make use whatsoever of the WORKS. WORKS include but are not limited to: video, sound recordings, designs, drawings, sketches, advertising copy, photographs, text, related hard copy or digital media. UPPERLINE shall own and retain all rights to any and all programming source code, software, technology, concepts, ideas, designs and other work, materials and information the creation or development of which predate this agreement, including all modifications made during the term hereof (“Pre-existing Material ”).


If any paragraph, section, sentence, clause or phrase contained in this Agreement shall become illegal, null, or void or against public policy, for any reason, or shall be held by any court of competent jurisdiction to be illegal, null or void against, public policy, the remaining paragraphs, sections, sentences, clauses or phrases contained in this Agreement shall not be affected thereby.


The waiver of any breach of any provision under this Agreement by any party hereto shall not be deemed to be a waiver of any preceding or subsequent breach under this Agreement.


7.01. No Assignment of Obligations. Neither party may assign any of its respective obligations under this Agreement without the express written consent of the other party.
7.02 Assignment of Owner’s Rights. UPPERLINE may assign or sublicense all or any portion of UPPERLINE’s rights under this Agreement to any third party, without the permission of CLIENT.
7.03. Modifications. UPPERLINE reserves the right to modify the above terms and conditions at any point of time, including the time of an ongoing agreement and changes in the terms and conditions will be noted on www.upperlinemedia.com/terms 7.04. Entire Agreement. This Agreement contains the entire agreement of the Parties relating to the rights granted and obligations assumed in this Agreement. Any oral representations or modifications concerning this instrument shall be of no force or effect unless contained in a subsequent written notification signed by the Party to be charged. 7.05. Venue and Applicable Law. This Agreement shall be governed, constructed, and interpreted in accordance with the laws of the State of Louisiana, and the Parties submit to the jurisdiction of and venue in the State of Louisiana, Parish of Ascension in any legal proceeding necessary to interpret or enforce this Agreement or any part of this Agreement. 7.06. Attorney Fees and Costs. In any action brought under this Agreement, the prevailing party shall be entitled to recover its actual costs and attorney fees and all other litigation costs, including expert witness fees, and all actual attorney fees and litigation costs incurred in connection with the enforcement of a judgment arising from such action or proceeding. The provisions of the preceding sentence shall be severable from the provisions of this Agreement and shall survive the entry of any such judgment. 7.07 Non- Solicitation. The parties to this Agreement agree that no effort shall be made to solicit employees from the other party, directly or indirectly, and that no compensation of any kind may be offered or provided to any person currently compensated by the other party without prior written consent by the prior compensation provider, for the term of this agreement as described above. 7.08 Confidentiality: In view of the fact that UPPERLINE’s work will bring UPPERLINE into close contact with many confidential affairs of CLIENT not readily available to the public, and plans for future developments, UPPERLINE agrees to keep secret all matters, except for the existence of this engagement generally, and further agrees not to disclose any such matters to anyone outside of UPPERLINE throughout the term of this agreement, without written consent from CLIENT.