TERMS OF SERVICE

EFFECTIVE DATE: October 4, 2020

 

UPPROVE CLOTHING (“UPPROVE CLOTHING”, “We”, “Our”, or “us”), a division of Obonna Collection, Inc., is the operator of the website located at www.UpproveClothing.com (the “Website” or “Store”). This agreement governs your use of the Website and your purchase of any products or services from UPPROVE CLOTHING (“Products” or “Services”).  The Website and Products are offered subject to your acceptance of these Terms and Conditions (“Terms and Conditions” or “Agreement”).  These Terms and Conditions constitute a legally binding Agreement between you and UPPROVE CLOTHING, and you should read them carefully.  By agreeing to these Terms and Conditions, you also agree to our Privacy Policy, Order Policy, Shipping Policy, and Return Policy, each of which is expressly incorporated by reference.

General Overview

Use of our Website is restricted to your personal use and to make online purchases from UPPROVE CLOTHING. You shall not use this Website for any other purpose. These Terms and Conditions will continue as an Agreement between you and UPPROVE CLOTHING until terminated by us, which we may do for any reason without notice to you.  The restrictions we have imposed upon you regarding copying or downloading information, and any disclaimers, limitations or liabilities expressed in these Terms and Conditions will survive the termination of this Agreement.

These Terms and Conditions stated herein, among our other Policies, contain the entire agreement between you and UPPROVE CLOTHING relating to your use of the Website and supersede all prior or concurrent communications and proposals, in any form, between you and UPPROVE CLOTHING. In the event of a violation of these Terms and Conditions, we reserve the right to seek all remedies available by law and in equity.

  1. Registering an Account

You may only establish an account if you are 13 years of age or older. In order to purchase Products from our Store and in order to access and use some functions on the Website, you may be required to establish and use an account. When you register for an account you must (i) provide accurate and truthful information, and (ii) update such information from time to time as necessary to keep your registration information accurate and current. By establishing an account, you represent and warrant you have the right and are authorized to provide the information you provide when you register for your account. You are responsible for maintaining the confidentiality of your account information and password and for restricting access to such information and to your device. All activities that occur under your account or password shall be your responsibility.

  1. Placing an Order

Prior to placing an order, we will display to you the Product(s) selected for purchase, a description of such Product(s), the price and applicable taxes, the shipping cost and any other information required by applicable laws.  You understand that your order shall constitute an offer to purchase the selected Product(s).  Orders will not be binding on UPPROVE CLOTHING until we accept by return email confirming our acceptance of such order.  Acceptance shall be subject to Product availability and valid payment.

Prices displayed on our Website are quoted in US Dollars.  Although UPPROVE CLOTHING attempts to provide accurate pricing for our Products in our Store, we reserve the right to correct any errors in pricing or Product information at any time, even after an order has been placed. If you place an order for a Product that was priced incorrectly, UPPROVE CLOTHING may cancel such order and reverse applicable payment charges.

We use Shopify, Inc. (“Shopify”) to host our Website. When you purchase Products from UPPROVE CLOTHING, your payment will be processed by Shopify. Shopify will collect payment information from you, such as your credit card number and expiration date and any other Personal Information required to process your payment. UPPROVE CLOTHING and Shopify will send you e-mails regarding the processing of your online payment. Your use of Shopify is governed by the agreement between you and Shopify. Shopify’s terms are located at 

https://www.shopify.com/legal/

UPPROVE CLOTHING accepts: Visa, MasterCard, American Express, PayPal, Shop Pay, Google Pay, and Apple Pay.

  1. Order Shipment

Orders are subject to verification and acceptance before shipping. Orders will be shipped to the address designated by the purchaser as long as that shipping address is compliant with the shipping restrictions contained on the Website. Orders may be shipped through a third-party shipper or fulfillment process. All purchases from this Store are made pursuant to a shipment contract. As a result, risk of loss and title for Products purchased from the Store pass to the buyer upon delivery of the Products to the carrier. The buyer is responsible for filing any claims with carriers for damaged and/or lost shipments.

Please click here for more on our Shipping Policy

  1. Availability of Products and Services

All Products available on or through the Website, including, but not limited to, prices of such Products and Services, are subject to change at any time without notice. In addition, any Product or Service may be discontinued at any time in our sole discretion. The inclusion of any Products or Services in the Website at a particular time does not imply or warrant that these Products or Services will be available at any time. It is your responsibility to ascertain and obey all applicable local, provincial, state, federal and international laws (including minimum age requirements) in regard to the possession, use, and sale of any Product or Service purchased from UPPROVE CLOTHING. By placing an order, you represent that the Products and Services ordered will be used only in a lawful manner.

  1. Accuracy of Information

UPPROVE CLOTHING takes reasonable efforts to ensure that information on the Website or provided via our Service Providers is complete, accurate, and current. Despite such efforts, however, the information on the Website or made available via our Service Providers may be inaccurate, incomplete, or out of date. Weights, measurements, product descriptions, recommendations, commentary regarding Products and similar descriptions are provided for convenience purposes only and may be approximations. UPPROVE CLOTHING makes efforts to accurately display the attributes of our Products available for purchase, including the applicable colors. However, the actual color you see will depend on your device system and we cannot guarantee that your device will accurately display such colors. 

UPPROVE CLOTHING makes no representation as to the completeness, accuracy or timeliness of any information. For example, products included on the Website may be unavailable or may have different attributes than those listed on the Website. In addition, we may make changes in information about price and availability without notice. UPPROVE CLOTHING reserves the right, without prior notice, to limit the order quantity on any Product or Service and/or to refuse service to any customer. UPPROVE CLOTHING may also require verification of information prior to the acceptance and/or shipment of any order.

  1. Ownership and Permitted Use of Content

The Website design and all of our materials, including but not limited to, our trademarks, software or HTML code, scripts, text, artwork and graphics, photographs, images, and video and audio (“Materials” or “Content”), displayed on or that can be downloaded from the Website or any other service are either the property of, or used with permission by, UPPROVE CLOTHING. Our Content is protected by copyright and other laws and international treaty provisions and may not be used except as permitted in these Terms and Conditions or with the prior written permission of the owner of such Content. Any unauthorized use by you of such Content may subject you to civil and criminal penalties.

No right, title, or interest in UPPROVE CLOTHING’s Materials is conveyed to you.  You may not copy, reproduce, publish, transmit, distribute, perform, display, post, modify, create derivative works from, sell, license or otherwise exploit the Website or any of our Materials without our prior written consent.  You may not access or use the Website for any competitive or commercial purpose. You may not permit any copying of our Material.  Any unauthorized copying, alteration, distribution, transmission, performance, display, or other use of these Materials is strictly prohibited.  Any and all rights not expressly granted are reserved by UPPROVE CLOTHING, as applicable.

  1. Trademarks

UPPROVE CLOTHING owns all rights regarding our trademarks, service marks, trade names, trade dress, logos, and brand names (“Trademarks”).  These Trademarks are registered and/or common law trademarks of UPPROVE CLOTHING or our Affiliates and they are protected by Canada, U.S. and International laws and treaties.  No license to the use of such Trademarks is granted to you by implication, estoppel, or otherwise, under these Terms and Conditions or by your use of the Website, without our written permission.  Your misuse of our Trademarks is strictly prohibited.  You are hereby advised that we may aggressively enforce our intellectual property rights to the fullest extent of the law, including through civil remedies and criminal prosecution.

We have a zero- tolerance policy regarding the use of our Trademarks in metatags and/or hidden text. The use of our Trademarks in metatag keywords is trademark infringement, and the use of our Trademarks in page text, metatags, and/or hidden text for purposes of gaining increased rankings from search engines is unfair competition.  Linking to any web page on the Website is prohibited absent our written permission.  Associating or juxtaposing our Website or its Content and Materials with advertisements or other information not originating from our Website is expressly prohibited.

  1. Limited License

With our written permission, some users may be permitted to share Materials or Content provided through the Website on social media websites and apps such as Instagram, Facebook, Twitter, or similar Services.  This permission is a limited license to use the Materials and Content solely for stated purposes and does not represent a transfer of title in any UPPROVE CLOTHING Materials or Content.

  1. User Submissions

You agree that if you upload any content to our Website, including images, photos, videos, text, commentary, music and/or recordings, you are deemed to have granted to UPPROVE CLOTHING and our Affiliates a non-exclusive, royalty-free, worldwide, unrestricted, irrevocable and unlimited right and permission, but not the obligation, to utilize, distribute, publish, exhibit, digitize, broadcast, display, reproduce, prepare derivative works of, and otherwise exploit such uploaded content in any manner and media throughout the world and in perpetuity in connection with the contest, promotion, event, or other purpose to which such upload relates (and you agree to provide the releases and waivers as are associated with such purposes), and any other uses concluded by UPPROVE CLOTHING in our sole discretion to be reasonable and prudent uses for the purposes of furthering our valid business objectives.  You understand that such media may be edited in the sole discretion of UPPROVE CLOTHING.

  1. Prohibited Submissions

While visiting, accessing and using the Website, you must conduct yourself in a polite, courteous and respectful manner, and comply with all applicable laws, rules and regulations. You are prohibited from posting or transmitting any unlawful, threatening, defamatory, libelous, obscene, pornographic or profane material or any material that could constitute or incite conduct that would be considered a criminal offense or give rise to civil liability, or otherwise violate any law.

In addition to any remedies that UPPROVE CLOTHING may have at law or in equity, if we reasonably determine that you have violated or are likely to violate the foregoing prohibitions, UPPROVE CLOTHING may take any action we reasonably deem necessary to cure or prevent the violation, including without limitation, the immediate removal of the related materials from our Website. UPPROVE CLOTHING will fully cooperate with any law enforcement authorities, court order, or subpoena requesting or directing us to disclose information of anyone posting such material.

  1. Links to Our Website

Creating or maintaining any link from another website to any page on this Website without our prior written permission is prohibited. Any permitted links to this Website must comply with all applicable laws, rules and regulations.

  1. Third Party Linked Websites

From time to time, the Website may contain links to other websites that are not governed by these Terms and Conditions (the "Linked Websites"). All such links are provided solely as a convenience to you. If you use these links, you will leave this Website. UPPROVE CLOTHING is not responsible for any content, materials or other information located on or accessible from any other website. UPPROVE CLOTHING does not endorse, guarantee, or make any representations or warranties regarding any other website, or any content, materials or other information located on or accessible from such websites, or the results that you may obtain from using such websites. If you decide to access any other website linked to or from our Store, you do so entirely at your own risk. You should review the policies and terms and conditions associated with Linked Websites closely before using or submitting information to such Linked Websites.

  1. Disclaimer of Warranty

YOUR ACCESS TO AND USE OF THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE AND ANY OTHER SERVICE PROVIDED BY US ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, UPPROVE CLOTHING AND THEIR AFFILIATES DISCLAIM ALL WARRANTIES, CONDITIONS AND REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OR CONDITIONS: (i) OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR TITLE AND NON-INFRINGEMENT; OR (ii) THAT ACCESS TO OR USE OF THE WEBSITE OR ANY OTHER SERVICE OR ANY PART THEREOF WILL BE UNINTERRUPTED, FREE OF VIRUSES OR OTHER HARMFUL CODE, OR SECURE, OR THAT PROBLEMS WILL BE CORRECTED, EVEN IF UPPROVE CLOTHING OR ANY OTHER UPPROVE CLOTHING AFFILIATE IS ON NOTICE OF SUCH PROBLEMS. YOU AGREE THAT YOUR USE OF THIRD-PARTY WEBSITES AND RESOURCES, ACCESSED THROUGH USE OF THE WEBSITE IS AT YOUR OWN RISK AND IS SUBJECT TO THE TERMS AND CONDITIONS APPLICABLE TO THOSE THIRD-PARTY WEBSITES AND RESOURCES.

  1. Limitations of Liability

 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL UPPROVE CLOTHING BE LIABLE TO ANY PARTY FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOST PROFITS, LOST DATA OR BUSINESS INTERRUPTION) ARISING OUT OF THE USE OR INABILITY TO USE ANY PRODUCT OR SERVICE, OR THE RESULTS THEREFROM, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE) OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

While we use reasonable efforts to protect your personal information, we cannot ensure or warrant the security of any information you transmit using our Website. We cannot be responsible for fraud or theft.

  1. Indemnity

You shall at all times defend, indemnify and hold harmless UPPROVE CLOTHING, its employees, contractors, agents, officers, directors, successors, and assigns (“Indemnified Parties”) from and against any claims, losses, judgments, actions, proceedings, damages, costs and expenses (including without limitation, reasonable legal and other fees and disbursements) incurred by any of the foregoing parties due to or resulting from your use or misuse of our Website or Products, or from your violation of these Terms and Conditions.  You will also indemnify and hold Indemnified Parties harmless from and against any claims brought by third parties arising out of your use or misuse of our Website, Products, or intellectual property.

  1. Jurisdiction and Governing Law

These Terms and Conditions and any action related thereto or related to our Website and Products shall be governed, controlled, interpreted and defined by and under the laws of the Province of Ontario and the federal laws of Canada applicable therein without giving effect to any principle of conflict of law.  You agree that any action, dispute, difference, controversy or claim brought against UPPROVE CLOTHING arising out of, relating to, or having any connection with, the present terms, this Website, any use of this Website and any transaction conducted on or from it (whether contractual or extra-contractual, or in contract or tort, pursuant to statute or regulation, or otherwise, and whether pre-existing, present or future), including any question regarding negotiation, formation, existence, validity, performance, effects, interpretation, breach, or resolution and the applicability or scope of this clause shall be brought exclusively in a court of competent jurisdiction in Toronto, Ontario, Canada. 

We have made all reasonable attempts to comply with all legal requirements known to us in creating and maintaining our Store and Website but make no representation that any Materials or Content on the Website are necessarily acceptable, appropriate, or available in any jurisdiction.  If you choose to access our Website from any location other than Canada, you do so voluntarily, and you are solely responsible for complying with any applicable local laws. 

  1. Injunctive Relief and Provisional Relief

UPPROVE CLOTHING shall have the right to seek and obtain any injunctive, provisional or interim relief from any court of competent jurisdiction to protect its trademark, copyright, or other intellectual property rights or confidential information.

  1. Modifications to Terms and Conditions

We may change or add to these Terms and Conditions or any other policies or guidelines governing our Website at any time in our sole discretion.  Any changes will be effective upon the posting of the amendments on our Website.  Your use of our Website will be subject to the most current version of the Terms and Conditions posted on our website at the time of such use.  Your continued use of our Website after the implementation of such amendments constitutes your acknowledgment and acceptance of the amendments.  Please review these Terms and Conditions carefully and regularly. If you do not agree to any amendments to these Terms and Conditions, please immediately discontinue your use of our Website.

  1. Severability

If any provision of these Terms and Conditions are invalid or unenforceable for any reason whatsoever under applicable law, the invalid or unenforceable provision shall be deemed severable from these Terms and Conditions and shall not affect the validity or enforceability of any remaining provisions.

  1. Applicability of Additional Terms and Conditions

Additional or different terms and conditions ("Other Terms") may apply in connection with certain features offered by us. These Other Terms are incorporated into and made a part of these Terms and Conditions by reference.

  1. Assignment

You may not assign, convey, subcontract, or delegate your rights, duties, or obligations hereunder without our prior written consent

  1. Termination

UPPROVE CLOTHING reserves the right to suspend or terminate your account (and, subject to applicable laws, delete the profile corresponding to such account and any accompanying content) or your use of the Website or any other Service at any time, for any reason or for no reason. We reserve the right to change, suspend, or discontinue all or any aspect of this Website, Products and Services available on or through the Website or any other Service Provider, at any time without notice. You are personally liable for any orders that you place or charges that you incur or are made under your account prior to termination. We shall not be liable to you or any third party for any of the foregoing.

  1. Language

You agree that English will be the language of our Website and all transactions occurring in connection with our Website and Products.  You agree to waive any right to use and rely upon any other language or translations.  You acknowledge that it is your express wish that these Terms and Conditions be written, translated and interpreted in English.

  1. CONTACT US

If you would like additional information or have questions about our Terms and Conditions or other Policies, contact us at contact@upproveclothing.com