By using the Services, you agree to these Terms. If you use these Terms on behalf of an organization, you represent and warrant that you have the authority to bind the organization to these Terms.
Customer is responsible for ensuring Users follow these Terms.
We will use commercially reasonable efforts to provide the Services and maintain and update the security of the Services.
Basic accounts give Customers access to a reasonable amount of storage as determined by Upparel.
Customers and Users can submit, post or display information on the Services through text, video, images and other media (“Your Content”). By submitting, posting or displaying Your Content, you represent and warrant that you have the right to allow us to use Your Content as set out in these Terms.
Customer must pay the applicable fees listed on the Website (“Fees”) and taxes.
We may change our Fees at any time.
If Fees are not paid for more than 30 days, in addition to other remedies, we may(1) suspend and/or terminate your access to the Services without notice, and/or (2) change Customer billing requirements moving forward.
4Term and Termination
These Terms will continue indefinitely (“Term”), unless terminated according to this section.
A “Default” happens when:
- a party fails to perform its material obligations under these Terms and the failure continues unremedied for 5 days after the other party provides notice of the failure; or
- a party becomes insolvent or commits any act of bankruptcy.
On Default, the non-defaulting party may:
- immediately terminate these Terms by giving notice; and/or
- exercise any of its other rights and remedies available at law or in equity.
Either party may terminate these Terms at any time by giving the other party 30 days written notice.
On termination by Upparel, unused Fees for any part month will be refunded. On termination by Customer, no Fees will be refunded.
On termination, Customer and Users will no longer have access the Services or Your Content, however we may retain one copy of Your Content for archival purposes.
You agree that you will not: (a) copy any content unless these Terms say that you can; (b) upload or make available any material that: (i) is unlawful, harmful, or objectionable; (ii) you do not have a right to make available; (iii) infringes any intellectual property or other proprietary rights of any party (including privacy rights); (iv) is or contains unsolicited or unauthorized solicitations, “junk mail,” “spam,” “chain letters,” or “pyramid schemes”; (v) contains harmful software or material; (vi) contains any misrepresentations; (c) impersonate any person or entity or misrepresent your affiliation with a person or entity; (d) forge headers or manipulate identifiers to disguise the origin of any material; (e) interfere with or disrupt the Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Services or probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures; (f) violate any applicable law or regulation; (g) license, sell, rent, lease, transfer, assign, distribute or host the Services; or (h) modify, translate, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Services, except to the extent these restrictions are expressly prohibited by applicable law. You agree not to access the Services in a way that uses their resources more heavily than would be the case for an individual person using a conventional web browser.
Upparel reserves the right (but will have no obligation) to remove or refuse to distribute Your Content. We also reserve the right to access, read, preserve, and disclose information as we believe necessary to (i) comply with any law or regulation, (ii) enforce these Terms, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to support requests, or (v) protect the rights, property or safety of our users and the public.
You own all intellectual property rights in Your Content. By submitting, posting or displaying Your Content, you grant us (and our agents) a non-exclusive, royalty-free license (with the right to sublicense) to use, copy, modify, transmit, display and distribute Your Content as needed to provide you with the Services.
Except for Your Content, Upparel and its licensors own all intellectual property rights in the Services and any content contained in the Services. Subject to these Terms, Upparel grants you a non-exclusive license to access and use the Services during the Term.
Notwithstanding the confidential information provisions in these Terms, if Customer is a distributor, when Customer provides a quote or submits a purchase order using the Services, the following information is shared with the supplier of the applicable product: the profile information of the distributor, product sku, industry of the recipient of the quote or purchase order, event type and if a purchase order was generated.
If you give us any suggestions or feedback about the Services (“Feedback“), we may use such Feedback in the Services or in other products or services moving forward (collectively, “Upparel Offerings“). You agree that: (a) we are not subject to any confidentiality obligations in respect to the Feedback, (b) you have the right to disclose the Feedback to Upparel, (c) Upparel (including all of its successors and assigns and any successors and assigns of any of the Upparel Offerings) may freely commercialize the Feedback in any Upparel Offerings, and (d) you are not entitled to receive any compensation for the Feedback.
Each party agrees that it will (i) not use any confidential information of the other party for any purpose outside the scope of these Terms, and (ii) except as otherwise permitted by the disclosing party in writing, to limit access to confidential information of the disclosing party to those of its and its Affiliates’ employees, contractors and agents who need such access for purposes consistent with these Terms and who have signed confidentiality agreements with the receiving party containing protections no less stringent than those provided here. Each party must use at least reasonable care to protect the confidential information of the other party.
Each party is permitted to disclose confidential information of the other party if it is compelled by law to do so, provided the receiving party gives the disclosing party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the disclosing party’s cost, if the disclosing party wishes to contest the disclosure.
11Third-Party Advertisers And Sites
The Services may contain advertisements and links to third-party website. We do not endorse any such third parties and and we will not be liable for any interactions or transactions between you and any third-party.
EXCEPT AS EXPLICITLY SET OUT IN THESE TERMS, UPPAREL MAKES NO REPRESENTATION OR WARRANTY, OR GIVES ANY CONDITION ABOUT THE RELIABILITY, QUALITY, SUITABILITY OR AVAILABILITY OF THE SERVICE. UPPAREL DOES NOT REPRESENT OR WARRANT OR PROVIDE ANY CONDITION THAT (A) THE USE OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE OR OPERATE WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET THE REQUIREMENTS OR EXPECTATIONS OF CUSTOMER OR USERS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) ALL ERRORS OR DEFECTS WILL BE CORRECTED, OR (E) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. EXCEPT AS SPECIFICALLY SET FORTH IN THESE TERMS, ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABLE QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS, ARE DISCLAIMED TO THE EXTENT PERMITTED BY LAW.
13Limitation of Liability
EXCEPT FOR DIRECT DAMAGES UPPAREL SHALL NOT BE LIABLE TO CUSTOMER OR USERS FOR ANY DAMAGES (INCLUDING WITHOUT LIMITATION LOSS OF PROFITS OR OTHER ECONOMIC LOSS, OR ANY INDIRECT, EXEMPLARY, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). IN NO EVENT SHALL UPPAREL’S TOTAL LIABILITY EXCEED THE FEES PAYABLE BY CUSTOMER IN THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT WHICH CAUSED THE DAMAGE OR INJURY, LESS ANY AMOUNTS OWNING TO UPPAREL BY THE CUSTOMER. THE EXCLUSIONS AND LIMITATIONS IN THIS SECTION SHALL APPLY REGARDLESS OF WHETHER ANY ACTION IS BROUGHT IN CONTRACT OR IN TORT, (INCLUDING BREACH OF WARRANTY, NEGLIGENCE AND STRICT LIABILITY), OR FUNDAMENTAL BREACH AND/OR FAILURE OF ESSENTIAL PURPOSE OF THESE TERMS OR OF ANY REMEDY CONTAINED HEREIN AND SHALL SURVIVE THE EXPIRATION, TERMINATION OR REPUDIATION OF THESE TERMS.
Customer agrees to defend or settle at its own expense any and all suits, actions or claims against Upparel arising from Customer’s or any Users’ use of the Services, provided that Customer is notified promptly in writing of any claim, has the right to control such defense and at its request and expense, is given authority and reasonable assistance by Upparel for such defense or settlement. Upparel shall have the right to defend any such claim at its own expense. Customer will pay any settlement amount or any damages, costs and expenses finally awarded in any such suit, action or claim, including legal fees on a full indemnity basis, and shall save harmless Upparel for any of the foregoing.
If a dispute arises in connection with these Terms, Customer and cUpparel hereby waive the right to a jury trial.
Neither party will be liable for any delay or failure to perform due to fire, flood, earthquake, acts of God, acts of war, riots, civil disorder, strikes, lock-outs or labor disruptions, the failure of telecommunications systems or any other cause beyond its reasonable control.
Notices must be given by email, as follows: (i) to Upparel, to the support contact email address shown on the Services, and (ii) to the Customer or any Services User, to the Customer’s email address provided in its account registration information. A notice is deemed to have been received as of the next business day following its transmission if transmitted after 4 p.m. Eastern Time.
Upparel may change these Terms at any time by providing Customer with 30 days written notice. Amendments by Upparel will not have retroactive effect.
These Terms do not create any partnership, joint venture or agency relationship between the parties.
Customer may not assign its rights or obligations under these Terms without getting prior written permission from Upparel. Upparel may assign these Terms to anyone at any time. These Terms shall enure to the benefit of permitted assigns and successors.
If any provision of these Terms is held by a court of competent jurisdiction to be unenforceable or contrary to law, the remaining provisions will not be affected and will be considered valid and enforceable.
These Terms are the entire agreement between the parties relating to the Services.
These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada, excluding conflicts of laws rules. The courts of Toronto have exclusive jurisdiction over disputes. The parties agree that jurisdiction and venue is appropriate and they irrevocably attorn to the jurisdiction of such courts.
If you have questions, concerns or if you would like more detailed information, please email firstname.lastname@example.org and we would be happy to assist.