Effective Date: 10/12/2024

This Terms of Use Agreement (“Agreement”) is a legally binding contract between HVAC ScaleUp, a limited liability company established under the laws of Morocco (“Company”), and the client, either individually or on behalf of an entity (“Client”), governing the access to and use of www.HVACScaleUp.com (“Website”) as well as any associated media, channels, mobile websites, or applications linked to it. By accessing or using the Website, the Client agrees to adhere to and be bound by the terms outlined in this Agreement. If the Client disagrees with any part of these terms, they must cease using the Website immediately.

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1. Intellectual Property Rights

Unless otherwise indicated, the Website and all content, including but not limited to source code, databases, functionality, software, website designs, text, audio, video, graphics, and logos (“Content”), are owned or controlled by the Company. Such Content is protected by copyright, trademark, and other applicable intellectual property laws.

Clients are granted a limited license to access and use the Website for personal or business purposes but may not copy, modify, distribute, or exploit the Content for any commercial purpose without prior written permission from the Company. The Company reserves all rights not expressly granted.

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2. Ownership of Materials

All design and source files created specifically for the Client (“Projects”) shall be the Client’s sole property upon full payment for services rendered. The Company assigns its interest in these Projects to the Client as applicable under copyright law.

The Client warrants that any materials provided for use in Projects do not infringe on the intellectual property or other rights of third parties. The Company reserves the right to showcase completed Projects on digital platforms (e.g., social media, portfolio) unless otherwise agreed upon through a Non-Disclosure Agreement (NDA).

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3. Third-Party Assets

Certain designs may incorporate third-party fonts, stock assets, or other licensed materials (“Third-Party Assets”). If such materials require a license for reproduction or distribution, the Client is responsible for obtaining the necessary rights. The Company will notify the Client of any required licenses but holds no liability for unauthorized use of such assets by the Client.

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4. User Representations

By using the Website, the Client represents and warrants that:

• They have legal capacity to enter into this Agreement.
• They will comply with these Terms and applicable laws.
• They will not use the Website for unlawful or unauthorized purposes.
• They will not use automated means to access or interact with the Website.

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5. Prohibited Activities

Clients agree not to engage in the following prohibited activities:

• Unauthorized use of the Website or Content.
• Circumventing security features of the Website.
• Uploading harmful material, including viruses or malicious code.
• Using the Website to compete with the Company.
• Harassing or threatening employees, contractors, or other users.

The Company reserves the right to restrict access to violators.

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6. Client Feedback

Feedback, suggestions, or submissions (“Feedback”) provided to the Company shall become the sole property of the Company. Clients waive any claims to confidentiality or compensation regarding Feedback unless otherwise agreed upon in writing.

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7. Management and Oversight

The Company reserves the right to monitor the Website for compliance with these Terms and take necessary legal action in case of violations, including suspending or terminating access.

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8. Privacy Policy

Use of the Website is subject to the Company’s Privacy Policy, which governs the collection and processing of user data. By accessing the Website, Clients consent to such data practices, including data transfers where applicable.

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9. Returns and Refunds

We value customer satisfaction and are committed to delivering results. However, refunds will only be provided if we fail to meet the agreed-upon results as outlined in the service agreement. If you are dissatisfied with the results and believe we have not fulfilled our obligations, please reach out to us within 90 days to discuss your concerns.

In the event that we agree to issue a refund, a 35% administrative fee will be deducted from the total amount paid. This fee covers the costs of services rendered and the processing of the refund.

Refunds will not be issued under any other circumstances, including dissatisfaction with the process or any changes made after work has commenced.

By using our services, you acknowledge and agree to this refund policy.

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10. Modifications

The Company reserves the right to alter, amend, or discontinue any part of the Website or these Terms at its discretion and without prior notice. Continued use of the Website constitutes acceptance of such changes.

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11. Disclaimers

The Website is provided on an “as-is” and “as-available” basis. The Company disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement.

The Company shall not be held liable for:

• Errors or inaccuracies on the Website.
• Service interruptions or delays.
• Losses caused by unauthorized access to data.

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12. Limitation of Liability and Indemnification

The Company is not liable for direct, indirect, or incidental damages, including but not limited to lost revenue or data.

Clients agree to indemnify and hold harmless the Company, its affiliates, and staff from claims arising out of:

1. Violation of these Terms.
2. Misuse of the Website.
3. Breach of intellectual property or other third-party rights.

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13. Governing Law

This Agreement is governed by the laws of Morocco. Any disputes shall be resolved exclusively in the courts of Morocco.

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14. Electronic Communications

By using the Website, the Client agrees to receive communications electronically and consents to the use of electronic signatures, contracts, and records.

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15. Showcasing Work

Unless explicitly agreed upon, the Company reserves the right to display completed projects as part of its portfolio or marketing efforts.

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16. Miscellaneous

These Terms, along with any other policies posted on the Website, constitute the entire agreement between the Company and the Client. If any provision is deemed unenforceable, the remaining provisions will remain in effect.

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17. Contact Information

For questions or concerns, please contact HVAC ScaleUp at:

• Email: contact@hvacscaleup.com