Terms of Use

Effective Date: August 25, 2024

1. Acceptance of Terms

By accessing or using UpClose Marketing LLC ("we," "us," or "our") website: www.upclosemktg.com (the "Site") and participating in any of our programs, you ("Host" or "you") agree to comply with and be bound by these Terms of Use ("Terms"). If you do not agree with these Terms, you may not use the Site or participate in any of our programs. We may amend these Terms at any time, and your continued use of the Site signifies your acceptance of such amendments.

2. Privacy Policy

Your use of the Site is also governed by our Privacy Policy, available at www.upclosemktg.com/terms/privacy. By using the Site, you consent to the collection, use, and disclosure of your personal information as outlined in the Privacy Policy. We may update the Privacy Policy from time to time, and your continued use of the Site constitutes acceptance of any changes.

3. Registration and Account Management

3.1 Eligibility and Accuracy:

To participate in our programs, you must complete the registration process on the Site and provide accurate, complete, and current information regarding your property, including, but not limited to, guest count, occupancy, property type, and amenities.

3.2 Account Security:

You are responsible for safeguarding your account credentials and for all activities that occur under your account. You agree to immediately notify us of any unauthorized use of your account or any other breach of security. We will not be liable for any loss or damage arising from your failure to protect your account information, and you expressly agree that you accept all responsibility and liability resulting from any use, including unauthorized use.

3.3 Account Termination:

We reserve the right to terminate or suspend your account at our sole discretion, including but not limited to situations where you fail to adhere to these Terms or any applicable showcase requirements. Upon termination, you must cease all use of the Site and the products provided through our programs and will not be entitled to a refund of any kind.

4. Showcase Participation

4.1 Requirements and Conditions:

Participation in any showcase is subject to meeting all specific qualifications and requirements detailed for each showcase, which may include submitting photos, completing surveys, or other deliverables. You agree to comply with all requirements and acknowledge that failure to do so may result in removal from the platform and disqualification from future showcases without refund for any payments made.

4.2 Product Usage Restrictions:

Products provided through showcases are intended solely for use by guests at your vacation rental property. You agree not to sell, redistribute, or repurpose any products for any other purpose. Any attempt to do so may result in immediate termination of your participation in our programs and legal action.

4.3 Marketing and Communication Consent:

By participating in our programs, you consent to receive communications from us, including promotional offers, newsletters, and updates, via email, phone, or text. You may opt out of non-essential communications at any time by following the unsubscribe instructions provided in such communications.

5. Intellectual Property Rights

5.1 License Grant:

By uploading photos, videos, or other materials to the Site, you grant us an irrevocable, worldwide, royalty-free, perpetual, and sublicensable license to use, reproduce, modify, adapt, publish, and distribute such materials for any and all purposes, including marketing, advertising, and other business purposes. This license extends to any derivative works created from such materials.

5.2 Ownership and Restrictions:

All content and materials on the Site, including but not limited to text, images, graphics, and logos, are the exclusive property of UpClose Marketing LLC or its licensors and are protected by copyright, trademark, and other intellectual property laws. You agree not to copy, reproduce, distribute, or create derivative works from any content on the Site without our prior written consent.

6. Release of Liability and Indemnification

6.1 Host Responsibility:

You acknowledge and agree that you are solely responsible for the proper use, handling, and placement of any products provided through our showcases. You assume all risks related to the use of such products, including but not limited to health, safety, and property damage. You agree to indemnify, defend, and hold harmless UpClose Marketing LLC, its affiliates, partners, and the brands providing the products from any and all claims, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or related to the use of the products, including but not limited to any claims related to allergies, injuries, or damages.

6.2 Brand Liability:

The brands supplying products through our showcases are not responsible for any issues or damages resulting from the use of their products by your guests. You agree to release and hold harmless the brands, UpClose Marketing LLC, and their respective affiliates from any claims, liabilities, or damages related to the products, including but not limited to claims for personal injury, property damage, or product defects.

6.3 Limitation of Liability:

To the maximum extent permitted by law, UpClose Marketing LLC will not be liable for any indirect, incidental, special, consequential, or punitive damages arising out of or related to your use of the Site or participation in our programs, even if we have been advised of the possibility of such damages. Our total liability to you for any claim arising out of or related to these Terms or the Site will not exceed the amount you have paid to us in the three (3) months or ninety (90) days preceding the claim, whichever is less.

7. Termination and Suspension

7.1 Termination:

We reserve the right to terminate or suspend your access to the Site and participation in our programs at any time, with or without cause, including but not limited to violations of these Terms or failure to meet showcase requirements. Upon termination, you must immediately cease all use of the Site and any products provided through our programs, without refund of any kind for fees paid to date.

7.2 Effect of Termination:

Upon termination of your account, any licenses granted to you under these Terms will immediately cease, and you will no longer have access to any products or materials provided through our programs. Any obligations that by their nature should survive termination, including but not limited to indemnification and release of liability, will continue to apply. If any physical products belonging to us are on your properties, you expressly agree to return them to us if we request, without cost to you.

8. Changes to Terms

We reserve the right to modify these Terms at any time, at our sole discretion. We will post any changes on the Site with an updated effective date, and you will receive electronic communications at least sixty (60) days in advance of any upcoming changes hereof. Your continued use of the Site and participation in our programs following the posting of changes constitutes your acceptance of the revised Terms. It is your responsibility to review these Terms periodically for any changes.

9. Governing Law and Dispute Resolution

9.1 Governing Law:

These Terms are governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law principles.

9.2 Dispute Resolution:

Any disputes arising from these Terms or your use of the Site shall be resolved through binding arbitration conducted in Riverside County, California. The arbitration will be administered by the American Arbitration Association in accordance with its rules. The arbitration proceedings will be conducted in English, and the arbitrator's decision will be final and binding. You agree that any claims or disputes must be brought within one (1) year of the date the claim arises.

9.3 Class Action Waiver:

You agree that any arbitration will be conducted on an individual basis and not as a class, consolidated, or representative action. You waive any right to participate in a class action, collective action, or representative proceeding.

10. Miscellaneous

10.1 Severability:

If any provision of these Terms is found to be invalid, illegal, or unenforceable, such provision will be deemed modified or removed to the extent necessary to make it enforceable, and the remaining provisions will continue in full force and effect.

10.2 Entire Agreement:

These Terms constitute the entire agreement between you and UpClose Marketing LLC regarding your use of the Site and participation in our programs and supersede all prior or contemporaneous agreements and understandings, whether written or oral, relating to the subject matter hereof.

10.3 No Waiver:

The failure of UpClose Marketing LLC to enforce any right or provision of these Terms will not constitute any waiver of such right or provision. No waiver of any provision of these Terms will be deemed a further or continuing waiver of such provision or any other provision.

11. Contact Information

For any questions, concerns, or issues related to these Terms or our programs, please contact us at:

UpClose Marketing LLC
Temecula, CA 92592
www.upclosemktg.com
rachel@upclosemktg.com
858.220.6275