1. Acceptance of Terms
By accessing or using the website uphut.autos and any associated subdomains, content, or services provided by UPH UT Development, LLC (referred to as UPH UT, we, us, or our), you agree to be bound by these Terms of Service. If you do not agree with any part of these terms, you must not access or use this website or our services.
These terms apply to all visitors, users, clients, and any other person or entity accessing our website or engaging our services. We reserve the right to update or modify these terms at any time without prior notice. Continued use of the website after changes are posted constitutes acceptance of the revised terms.
2. Services Description
UPH UT provides computer systems design and related services, including but not limited to computer integrated systems design, network architecture, IT infrastructure planning, cloud migration, security compliance, and managed systems oversight. Detailed descriptions of our services are available on our website and are incorporated into these terms by reference.
All services are provided on an as-available basis and subject to the specific terms agreed upon in a separate written service agreement between UPH UT and the client. In the event of any conflict between these Terms of Service and a signed service agreement, the service agreement shall prevail.
3. Eligibility
By using our website and services, you represent and warrant that you are at least 18 years of age and possess the legal authority to enter into binding agreements. If you are using our services on behalf of an organisation, you represent that you have the authority to bind that organisation to these terms.
4. Intellectual Property
4.1 Ownership
All content on this website, including but not limited to text, graphics, logos, icons, images, audio clips, video clips, data compilations, software code, and the overall design and arrangement thereof, is the exclusive property of UPH UT or its licensors and is protected by United States and international intellectual property laws.
4.2 Trademarks
The names UPH UT, UPH UT Development, LLC, and associated logos and service marks are trademarks of UPH UT Development, LLC. You may not use these trademarks without our prior written permission.
4.3 License to Use Website Content
You are granted a limited, non-exclusive, non-transferable license to access and view the content on our website for your personal, non-commercial use. You may not reproduce, distribute, modify, create derivative works from, publicly display, or otherwise exploit any content from this website without our express written consent.
5. User Conduct
When using our website, you agree not to:
- Violate any applicable local, state, national, or international law or regulation
- Attempt to gain unauthorised access to any part of our website, servers, or systems
- Interfere with or disrupt the operation of our website or any networks connected to our website
- Transmit any viruses, worms, malware, or other harmful code
- Use any automated means such as bots, scrapers, or spiders to access or collect data from our website without permission
- Impersonate any person or entity or misrepresent your affiliation with any person or entity
- Engage in any activity that could damage, disable, or impair our website or infrastructure
6. Account Registration
Certain areas of our website or services may require registration. If you create an account, you are responsible for maintaining the confidentiality of your login credentials and for all activities that occur under your account. You agree to notify us immediately of any unauthorised use of your account. We reserve the right to suspend or terminate accounts at our discretion.
7. Service Agreements and Payments
All professional services provided by UPH UT are governed by a separate written service agreement. Payment terms, project milestones, deliverables, and any warranties specific to a project will be detailed in that agreement. Our website content is for informational purposes and does not constitute a binding offer to provide services. Prices and service descriptions are subject to change without notice.
8. Confidentiality
We take confidentiality seriously. Any proprietary information shared between parties during the course of our business relationship will be handled in accordance with applicable law and any applicable non-disclosure agreement. You agree not to disclose any confidential information obtained from UPH UT without prior written consent.
9. Limitation of Liability
To the maximum extent permitted by applicable law, UPH UT Development, LLC, its officers, directors, employees, and agents shall not be liable for any indirect, incidental, special, consequential, or punitive damages arising out of or relating to your use of our website or services. This includes but is not limited to damages for loss of profits, data, goodwill, or business interruption, even if we have been advised of the possibility of such damages.
Our total liability for any claim arising under these terms shall not exceed the amount paid by you, if any, for accessing this website or the total fees paid by you to us in the twelve months preceding the event giving rise to the liability.
10. Disclaimer of Warranties
Our website and services are provided on an as-is and as-available basis without any warranties of any kind, either express or implied. We disclaim all warranties, including but not limited to implied warranties of merchantability, fitness for a particular purpose, non-infringement, and course of dealing. We do not warrant that the website will be uninterrupted, error-free, secure, or free of viruses or other harmful components.
11. Indemnification
You agree to indemnify, defend, and hold harmless UPH UT Development, LLC and its affiliates, officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses arising out of or related to your use of the website, your violation of these terms, or your violation of any rights of a third party.
12. Third-Party Links and Content
Our website may contain links to third-party websites, resources, or content that are not owned or controlled by UPH UT. We do not endorse, assume any responsibility for, or make any representations regarding such third-party sites. Your use of third-party websites is at your own risk and subject to their respective terms and policies.
13. Termination
We reserve the right to terminate or suspend your access to our website and services at any time, without prior notice, for any reason including but not limited to breach of these terms, illegal activity, or conduct that we determine to be harmful to other users or to our business. Upon termination, your right to use the website ceases immediately, and you must destroy any downloaded materials in your possession.
14. Governing Law and Dispute Resolution
These Terms of Service shall be governed by and construed in accordance with the laws of the State of Arizona and the United States of America. Any disputes arising out of or relating to these terms or your use of our website shall be resolved through good-faith negotiations. If negotiation fails, disputes shall be submitted to binding arbitration in Maricopa County, Arizona, in accordance with the rules of the American Arbitration Association. Each party shall bear its own costs and attorneys fees unless otherwise awarded by the arbitrator.
15. Severability
If any provision of these Terms of Service is found to be unenforceable or invalid by a court of competent jurisdiction, that provision shall be enforced to the maximum extent permissible and the remaining provisions shall remain in full force and effect.
16. Entire Agreement
These Terms of Service, together with our Privacy Policy and any signed service agreement, constitute the entire agreement between you and UPH UT regarding your use of our website and services. They supersede all prior or contemporaneous communications, proposals, and agreements, whether electronic, oral, or written.
17. Force Majeure
Neither party shall be held liable for any delay or failure in performance resulting from causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, civil unrest, government actions, pandemics, public health emergencies, strikes, labour disputes, power outages, internet service disruptions, or failure of third-party infrastructure. The affected party shall provide prompt written notice of the force majeure event and shall use reasonable efforts to resume performance as soon as practicable.
18. Assignment
You may not assign, transfer, or delegate any of your rights or obligations under these Terms of Service without our prior written consent. We may assign these terms or any rights hereunder without restriction or notice. Any attempted assignment in violation of this section shall be void. These terms are binding upon and inure to the benefit of the parties and their permitted successors and assigns.
19. No Waiver
Our failure to enforce any provision of these Terms of Service shall not be construed as a waiver of that provision or any other provision. No waiver of any term shall be deemed a further or continuing waiver of such term or any other term. Any waiver must be in writing and signed by the waiving party to be effective.
20. Relationship of the Parties
Nothing in these Terms of Service shall be construed as creating a partnership, joint venture, agency, or employment relationship between you and UPH UT. Neither party has the authority to bind the other or to incur any obligation on behalf of the other without the other express written consent. Each party is an independent contractor.
21. Electronic Communications
By using our website or services, you consent to receive electronic communications from us, including emails, notifications, and messages posted on the website. You agree that all agreements, notices, disclosures, and other communications we provide to you electronically satisfy any legal requirement that such communications be in writing. You may withdraw your consent to receive electronic communications by contacting us in writing, but doing so may affect your ability to use certain features of our services.
22. Contact Information
For questions, concerns, or notices regarding these Terms of Service, please contact us at:
UPH UT Development, LLC
3443 N Central Ave
Phoenix, AZ 85012-2204
United States
Email: office@uphut.autos
Phone: +1 681 270 5872