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Terms of Service

These Terms govern your access to and use of upforge.io and our services, including web design and development, custom software and application development, UX/UI, and AI automation work.

Last updated: September 23, 2026

Engagements
Work begins after written approval and initial payment (if applicable).
Billing
Quoted estimates, milestone invoices, and late-fee policy.
Limits
Reasonable warranties; limited liability; no guarantees of ranking or results.
1. Acceptance of Terms
By accessing our website or engaging our services, you agree to these Terms and our Privacy Policy. If you're entering into these Terms on behalf of a company, you represent that you have authority to bind that company.
2. Services, Proposals & Scope

We provide professional services including (without limitation) web design and development, custom software and application development, e-commerce development, AI and workflow automation, UX/UI, performance and accessibility work, and SEO-focused implementation.

  • Statements of Work (SOW) / Proposals: Define deliverables, assumptions, timeline, and pricing.
  • Out-of-Scope: Items not listed in the SOW are out of scope and may require a change order.
  • Dependencies: Timelines depend on your timely feedback, content, and approvals.
3. Approvals, Revisions & Change Requests
  • Approval Gates: Work progresses through defined checkpoints (e.g., strategy → design → build → launch).
  • Included Revisions: Your SOW specifies the number of review rounds; extra revisions may be billed at our hourly rate.
  • Change Orders: Material changes to scope/schedule are documented and may affect fees and timelines.
4. Client Responsibilities
  • Provide accurate, lawful content, brand assets, and timely feedback/approvals.
  • Obtain necessary permissions for third-party content you supply.
  • Designate a primary point of contact empowered to make decisions.
5. Fees, Deposits & Payments
  • Estimates: Quotes are based on current scope and are valid for the period stated in your proposal.
  • Deposits: Projects may require an upfront deposit before scheduling or commencement.
  • Milestones: Invoices may be issued at milestones or monthly; payment is due upon receipt unless stated otherwise.
  • Late Fees: Overdue balances may incur a late fee and/or work may pause until payment is received.
  • Expenses: Pre-approved out-of-pocket costs (e.g., fonts, stock, third-party licenses, paid APIs) are billed at cost.
6. Intellectual Property, Licenses & Portfolio
  • Your Materials: You retain ownership of content/assets you supply. You grant us a non-exclusive license to use them to deliver the project.
  • Deliverables: You own your website frontend. Custom applications built for you are 100% yours. AI prototype-to-production engagements are scoped case by case, with the ownership and delivery terms written into the SOW.
  • Tools & Methods: Sonor is our shared backend platform and remains a service rather than a client-owned deliverable. It includes regular feature updates and functionality at no extra charge. Pre-existing tools and third-party components are identified separately from your custom deliverables in the SOW.
  • Portfolio Use: You grant us the right to display non-confidential work samples (e.g., screenshots, links, select media) in our portfolio and marketing. If confidentiality is required, please specify in writing before project start.
7. Third-Party Platforms & Services

Projects may rely on third-party services (e.g., hosting, domains, CMS and content platforms, analytics, email/CRM, payment processors, AI and model providers, and third-party APIs or integrations). Your use of those services is subject to their respective terms and policies. We aren't responsible for third-party outages, changes, deprecations, or pricing.

8. Scheduling, Timelines & Delays
  • Timelines are estimates and depend on your responsiveness and third-party constraints.
  • Client delays beyond a reasonable period may incur standby fees or require project re-activation fees.
9. Warranties & Disclaimers
  • We warrant that services will be performed with reasonable skill and care consistent with industry standards.
  • No guarantee is made regarding specific business outcomes (e.g., rankings, traffic, conversions, sales) or third-party approvals.
  • EXCEPT AS EXPRESSLY STATED, SERVICES ARE PROVIDED "AS IS" AND WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.
10. Limitation of Liability
To the maximum extent permitted by law, Upforge shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits, revenue, data, or business opportunities. Our total liability for any claim arising out of or relating to these Terms or the services shall not exceed the amount you paid for the specific services giving rise to the claim.
11. Indemnification
You agree to defend, indemnify, and hold harmless Upforge and its officers, employees, and contractors from and against any claims, damages, liabilities, costs, and expenses arising from (a) content or assets you provide, (b) your misuse of the services, or (c) your violation of these Terms or applicable law.
12. Suspension & Termination
  • Either party may terminate a project for material breach if not cured within a reasonable period after written notice.
  • You're responsible for fees for work performed and approved expenses through the termination date.
  • Upon termination, we may deliver in-progress work & assets as-is; any additional transition support is billable.
13. Cancellations & Refunds
Deposits secure scheduling and are generally non-refundable once work has begun or resources have been reserved. If you cancel, we may bill for time/expenses incurred to date and release any remaining deposit balance at our discretion based on the SOW terms.
14. Governing Law & Dispute Resolution
Upforge LLC is an Ohio limited liability company with its principal office at 250 East 5th Street, 15th Floor, Cincinnati, OH 45202. These Terms are governed by the laws of the State of Ohio, without regard to conflict-of-law principles. Any disputes will be brought exclusively in the state or federal courts serving Hamilton County, Ohio, and the parties consent to personal jurisdiction there.
15. Changes to These Terms
We may update these Terms from time to time. The "Last updated" date above indicates the latest revision. Continued use of our site or services after changes become effective constitutes acceptance of the revised Terms.
16. Contact Us

Questions about these Terms?

Mailing Address
250 E 5th St, Suite 1593, Cincinnati, OH 45202, United States

This page is for general information and doesn't constitute legal advice. For legal guidance tailored to your business, please consult your attorney.