TERMS OF SERVICE

These Terms of Service ("Terms") govern your subscription to website design, hosting, maintenance, and related digital services provided by Upswing, owned and operated by Sage Dutra ("Upswing," "we," "us," or "our"). By completing a Stripe payment or otherwise engaging Upswing's services, you ("Client," "you") agree to be bound by these Terms.

Please read these Terms carefully. If you have questions, contact us before subscribing: hello@upswingfast.com or 971-509-5656.

1. SERVICES

Upswing provides a monthly web presence subscription that includes custom website design and development, website hosting, domain registration and management, basic search engine optimization, Google Analytics 4 and Google Search Console setup, uptime monitoring, up to 2 minor update requests per calendar month, and monthly performance reporting.

The complete description of included services is published at upswingfast.com/whats-included. Optional add-on services are described at upswingfast.com/add-ons. Both pages are incorporated by reference into these Terms.

Services are delivered as described at the time of subscription. Upswing reserves the right to modify the included services with 30 days advance written notice to active subscribers.

2. SUBSCRIPTION & BILLING

Monthly Plan

The monthly subscription fee is $200.00 per month, billed automatically via Stripe on the same calendar day each month (your "billing date"). There is no setup fee and no minimum commitment period.

Annual Plan

Annual subscribers pay $1,800.00 as a single charge at enrollment, equivalent to $150/month. The annual fee is non-refundable for any unused portion of the term. Service continues through the full 12-month period regardless of cancellation request.

Failed Payments

If a payment fails, Stripe will retry automatically for 3 business days. If payment remains unsuccessful after 3 retries, your site will enter maintenance mode (accessible to you but not to the public). If payment is not resolved within 7 days, your subscription may be paused and your site taken offline until payment is received. You will not lose your site data during a payment dispute — it will be restored immediately upon successful payment.

Price Changes

Upswing will provide 60 days written notice before any increase to the monthly subscription fee. Annual subscribers are protected from price changes through the end of their current annual term.

3. DELIVERY & TIMELINE

Upswing commits to delivering a live, production-ready website within 14 calendar days of payment confirmation. The onboarding timeline is detailed at upswingfast.com/how-it-works.

Delivery timelines assume Client participation: submitting Round 1 feedback by Day 5 and Round 2 feedback by Day 10. Delays caused by Client inaction may extend the go-live date beyond Day 14. Upswing is not liable for delivery delays resulting from Client's failure to provide timely feedback.

Revision Scope During Onboarding

Two structured revision rounds are included during onboarding (Round 1 and Round 2). Revision requests outside the scope defined in the update policy — including new pages, layout overhauls, or custom integrations — will be quoted as separate project fees before work begins. Out-of-scope requests will not delay the go-live date; they will be addressed post-launch as project work.

4. UPDATES & CHANGES POST-LAUNCH

After go-live, the subscription includes up to 2 minor update requests per calendar month at no additional charge. The definition of a "minor update" and the process for requesting changes is published at upswingfast.com/update-policy.

Upswing will acknowledge all update requests within 1 business day and will categorize them as included or billable before proceeding. Included updates are completed within 5 business days. Billable updates require Client payment before work begins.

5. CANCELLATION

Clients may cancel their subscription at any time by providing 30 days written notice to operations@upswingfast.com. The cancellation notice period begins on the date the email is received. Client is billed for their final 30-day period at the standard monthly rate. No partial-month refunds are issued.

The site remains live and fully functional through the end of the final billing period. Upon expiration of the final billing period, the site is taken offline.

Reactivation Fee

If a Client cancels their subscription and subsequently requests reinstatement within 12 months of cancellation, a $150 reactivation fee applies. This fee reflects the infrastructure and administrative cost of reinstating hosting, domain configuration, and account management. Annual subscribers who complete their full annual term and later re-subscribe are exempt from this fee.

Upswing reserves the right to decline reactivation, or to require prepayment of a 6-month subscription, for any Client who cancels and re-subscribes more than twice within a 24-month period.

6. DOMAIN POLICY

Upswing registers and holds all client domains as part of delivering web presence services. The Client is granted a license to use the domain as part of their active subscription. This arrangement ensures reliable domain management and prevents lapses that occur when clients manage their own domains.

Upswing commits to: (1) never allowing a client's domain to expire while the subscription is active; (2) never redirecting a client's domain to content belonging to another party; (3) offering a domain transfer for $50 upon cancellation.

The complete domain policy is published at upswingfast.com/domain-policy.

7. INTELLECTUAL PROPERTY

Upswing's Property

The website templates, design frameworks, code infrastructure, and Agency OS systems used to build and deliver Client websites are the exclusive intellectual property of Upswing. These assets are licensed to the Client during the active subscription period and do not transfer to the Client upon cancellation.

Client's Property

All business content provided by the Client — including but not limited to business name, logo, photographs, copy, and business information — remains the property of the Client. Upon cancellation, the Client may request a content export package ($75) containing all Client-provided content in a portable format.

License During Subscription

While the subscription is active, Client receives a limited, non-exclusive, non-transferable license to use the website built by Upswing. This license terminates upon cancellation of the subscription.

8. CLIENT CONTENT & REPRESENTATIONS

By subscribing, Client represents and warrants that:

• All content provided to Upswing (photos, text, logos, business information, reviews) is accurate and the Client has the legal right to use it;
• The Client's business is legally operating and holds all required licenses (Oregon CCB license for contractors, OREC license for real estate agents, etc.);
• The Client's Google Business Profile reviews are authentic and not artificially generated or manipulated;
• Client will promptly notify Upswing of material changes to business information (address, phone, services, licensing status).

Client agrees to indemnify, defend, and hold harmless Upswing from any claims, damages, or expenses arising from Client-provided content, including but not limited to claims of defamation, copyright infringement, false advertising, or misleading business representations.

9. PERFORMANCE & GUARANTEES

Upswing guarantees delivery of a technically sound, mobile-responsive website meeting the specifications published at upswingfast.com/whats-included, within the 14-day onboarding timeline, subject to Client's timely participation.

Upswing commits to a 99.5% monthly uptime target for all hosted client sites, measured by UptimeRobot monitoring. This target excludes scheduled maintenance windows (communicated 48 hours in advance) and force majeure events (outages caused by third-party hosting providers, natural disasters, internet infrastructure failures).

10. LIMITATION OF LIABILITY

To the maximum extent permitted by Oregon law, Upswing's total liability to Client for any claim arising from or related to these Terms or the services provided shall not exceed the greater of: (a) the total fees paid by Client in the 3 months preceding the claim, or (b) $600.00.

In no event shall Upswing be liable for indirect, incidental, consequential, special, or punitive damages, including but not limited to lost profits, lost revenue, loss of business opportunity, or reputational harm, even if Upswing has been advised of the possibility of such damages.

These limitations apply regardless of the form of action — contract, tort, negligence, strict liability, or otherwise.

11. DISPUTE RESOLUTION

In the event of a dispute, the parties agree to the following process:

1. Direct resolution (30 days): Either party may raise a dispute by written notice. Both parties will make a good-faith effort to resolve the dispute within 30 days of the notice date.
2. Binding arbitration: If the dispute is not resolved within 30 days, it shall be submitted to binding arbitration in Marion County, Oregon, administered under the rules of the American Arbitration Association. Arbitration is conducted by a single arbitrator. The arbitrator's decision is final and binding.
3. No class actions: Client waives any right to participate in a class action lawsuit or class-wide arbitration against Upswing.

This agreement is governed by the laws of the State of Oregon without regard to conflict of law principles.

12. CHANGES TO THESE TERMS

Upswing may update these Terms at any time. Material changes will be communicated to active subscribers via email at least 30 days before the change takes effect. Continued use of the service after the effective date of any change constitutes acceptance of the updated Terms.

The current version of these Terms is always published at upswingfast.com/terms-of-service.

13. CONTACT

Questions about these Terms? Reach us at:

Upswing
Sage Dutra, Owner
Salem, Oregon
971-509-5656
hello@upswingfast.com