Master Service Agreement

Upscale Sites operates under a Website-as-a-Service (WaaS) model. The Client pays (a) a one-time setup fee for initial design and development, followed by (b) a monthly recurring fee for hosting, platform access, and ongoing maintenance.

The Client is subscribing to access a managed web platform—not purchasing a standalone website file or codebase. Service continues on a month-to-month basis until terminated per Section 5.

Monthly maintenance is allocated by service tier:

"Minor updates" are defined as text edits, image swaps, color/font adjustments, and comparable cosmetic changes that do not require structural redesign or new feature development.

Unused hours do not roll over. Work exceeding the included allotment will be billed at a rate of $100.00/hour, invoiced at the end of the billing cycle.

All invoices are due upon receipt unless otherwise stated.

• 7 days past due — The Client's website will be suspended (taken offline) without further notice.
• 30 days past due — Upscale Sites reserves the right to permanently delete all site files and associated data.
• Reactivation — A suspended site may be restored upon payment of all outstanding balances plus a $150.00 reactivation fee.

Client Owns: All logos, written copy, photographs, and media supplied by the Client; the Client's registered domain name.

Agency Owns: All underlying source code, design architecture, templates, frameworks, development tools, and the hosting/server infrastructure (collectively, "Platform IP").

Because the website is built upon and inseparable from the Agency's proprietary platform, the site is non-transferable and non-migratable. Upon termination, the Client may request an export of Client-owned content (text and images) but may not receive, copy, or transfer the underlying code or design architecture.

Either party may terminate this Agreement by providing thirty (30) days' written notice to the other party via email or certified mail.

Upon termination, Upscale Sites will maintain the site through the end of the current paid billing period and then decommission all associated services.

This Agreement shall be governed by and construed in accordance with the laws of the State of New York. Any dispute arising under this Agreement shall be subject to the exclusive jurisdiction of the courts located in New York County, New York.

This document constitutes the entire agreement between the parties and supersedes all prior negotiations, representations, or agreements relating to the subject matter herein. Amendments must be in writing and signed by both parties.