Terms and Conditions

Please read these Terms and Conditions (the 'Agreement') carefully before using this website. All users of this site agree that access to and use of this site are subject to the following terms and conditions and other applicable law. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, PLEASE DO NOT USE THIS SITE. You understand and accept that your use of this site will be considered as your acceptance of the following terms and conditions. 

Copyright 

The entire content included in this site, including but not limited to text, graphics or code is copyrighted as a collective work under the United States and other copyright laws, and is the property of UpSpring LLC. The collective work includes works that are licensed to UpSpring LLC. Permission is granted to electronically copy and print hard copy portions of this site for the sole purpose of placing an order with UpSpring LLC or purchasing UpSpring LLC products. You may display and, subject to any expressly stated restrictions or limitations relating to specific material, download or print portions of the material from the different areas of the site solely for your own non-commercial use, or to place an order with UpSpring LLC or to purchase UpSpring LLC products. Any other use, including but not limited to the reproduction, distribution, display or transmission of the content of this site is strictly prohibited, unless authorized by UpSpring LLC. You further agree not to change or delete any proprietary notices from materials downloaded from the site.  

Trademarks 

All trademarks, service marks and trade names used in the site are trademarks or registered trademarks of UpSpring LLC. 

Ownership, Copyrights, Trademarks, Licenses 

UpSpring LLC owns and retains all proprietary rights to the service of this site, its trademarks and copyrights. Except for any information that is in the public domain, you are not authorized to reproduce, transmit or distribute the proprietary information of this site and UpSpring LLC. By posting information to this site and UpSpring LLC you represent that you have the right to grant permission for use by this site and UpSpring LLC. 

Warranty Disclaimer 

The website, all materials, and the product representations on this site are provided 'as is' and without warranties of any kind, whether express or implied. To the fullest extent permissible pursuant to applicable law, UpSpring disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose and non-infringement. UpSpring does not represent or warrant that the functions contained in the site will be uninterrupted or error-free, that the defects will be corrected, or that this site or the server that makes the site available are free of viruses or other harmful components. UpSpring does not make any warranties or representations regarding the use of the materials in this site in terms of their correctness, accuracy, adequacy, usefulness, timeliness, reliability, or otherwise. Some states do not permit limitations or exclusions on warranties, so the above limitations may not apply to you. 

Do Not Rely on this Site  

Opinions, advice, statements or other comments should not necessarily be relied upon and are not to be construed as professional advice from this site or UpSpring LLC. This site and UpSpring LLC do not guarantee the accuracy or completeness of any of the information provided, and are not responsible for any loss resulting from your reliance on such information. 

Online Orders 

When placing an order on our site, you are effectively offering to purchase whatever products and services you select. We reserve the right to accept or reject any order in our own discretion. We will only accept or reject an order in its entirety. Should we elect to accept your offer, you will receive notice from us. Notwithstanding, we reserve the right to cancel any order once accepted by us (as evidenced by our notice) at any time in our sole discretion. 

Payment Terms 

All applicable prices are set forth alongside the goods and services offered on the Site. Such prices are subject to change at any time by us in our sole discretion. You will be responsible for the prices stated at the time of your transaction, as well as any: (i) sales, use, excise, and related taxes; and (ii) shipping and handling charges. Payment may only be made with a valid credit or debit card, or through a bona fide electronic payment provider (e.g., PayPal), as authorized by us.. By using any such card or payment provider, you are hereby representing and warranting your full right and authority to make such purchase in the manner elected without violating any applicable law, rule, or regulation. 

Shipping Information 

It is our responsibility to ship your accepted order to you at the address you provide when making the order. You will be responsible for all associated shipping & handling charges. While we agree to use reasonable efforts to meet the shipping and delivery dates provided online, we shall not be responsible for any delays in shipments. For more information, please see allotted shipping and returns page.

Returns 

If you, for any reason, are not satisfied with your order, you may return it for a full refund, provided: i) The item(s) were not designated as non-returnable. ii) Your return is made within 30 days of delivery. iii) The merchandise is returned in the same condition as originally received by you, still intact and sealed. ix) The goods are not obsolete or discontinued. x) Otherwise approved by UpSpring LLC for refund in its sole discretion. Once the goods eligible for refund are received by us, we will refund your purchase price, less the original shipping & handling charges [and a [20]% re-stocking fee]. You bear the risk of loss or damage during shipment and as such, you are advised to obtain appropriate insurance. Your refund will be credited back to the same payment method used to make the applicable purchase.

Limitation of Liability 

UpSpring LLC shall not be liable for any special or consequential damages that result from the use of, or the inability to use, the materials on this site or the performance of the products, even if UpSpring LLC has been advised of the possibility of such damages. Applicable law may not allow the limitation of exclusion of liability or incidental or consequential damages, so the above limitation or exclusion may not apply to you. 

FOR ALL ONLINE ORDERS, UNDER NO CIRCUMSTANCES WILL UPSPRING LLC'S OBLIGATION OR LIABILITY UNDER THE AGREEMENT EXCEED THE PURCHASE PRICE YOU PAID ON THIS SITE FOR ANY GOODS OR SERVICES. ADDITIONALLY, UNDER NO CIRCUMSTANCES WILL WE BE LIABLE FOR ANY LOSS OF USE, DATA, BUSINESS, GOODWILL, REPUTATION, OR REVENUE, AND/OR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES OR OTHER DIRECT OR INDIRECT LOSSES OF ANY KIND. 

Typographical Errors 

In the event that a UpSpring LLC product is mistakenly listed at an incorrect price, UpSpring LLC reserves the right to refuse or cancel any orders placed for product listed at the incorrect price. UpSpring LLC reserves the right to refuse or cancel any such orders whether or not the order has been confirmed and your credit card charged. If your credit card has already been charged for the purchase and your order is cancelled, UpSpring LLC shall issue a credit to your credit card account in the amount of the incorrect price. 

Term; Termination 

These terms and conditions are applicable to you upon your accessing the site and/or completing the registration or shopping process. These terms and conditions, or any part of them, may be terminated by UpSpring LLC without notice at any time, for any reason. The provisions relating to Copyrights, Trademark, Disclaimer, Limitation of Liability, Indemnification and Miscellaneous, shall survive any termination. 

Notice 

UpSpring LLC may deliver notice to you by means of e-mail, a general notice on the site, or by other reliable method to the address you have provided to UpSpring LLC. 

Compliance with Local Laws 

You are responsible for complying with all applicable local laws regarding the use of this website and the purchase of products or services from UpSpring. By using this site, you represent and warrant that your activities are lawful in every jurisdiction where you access or use this website.

Miscellaneous 

Your use of this site shall be governed in all respects by the laws of the state of Texas, U.S.A., without regard to its conflict of laws principles, and not by the 1980 U.N. Convention on contracts for the international sale of goods. Any cause of action or claim you may have with respect to the site (including but not limited to the purchase of UpSpring LLC products) must be commenced within one (1) year after the claim or cause of action arises following the procedure provided below under Section titled Binding Arbitration. UpSpring LLC's failure to insist upon or enforce strict performance of any provision of these terms and conditions shall not be construed as a waiver of any provision or right. Neither the course of conduct between the parties nor trade practice shall act to modify any of these terms and conditions. UpSpring LLC may assign its rights and duties under this Agreement to any party at any time without notice to you.  

Your use of this site shall be governed by the laws of the state of Texas, U.S.A., without regard to its conflict of laws principles. 

Assignment  

UpSpring LLC may assign or otherwise transfer any or all of its rights or obligations hereunder, in whole or in part, to any third party in its sole discretion. You may not assign any of your rights or delegate any of your duties hereunder at any time without our prior written consent in each instance, and any attempt to do so shall be null and void. 

Binding Arbitration 

Subject to subsection (a) below and all applicable laws, You agree to waive: (i) your right to litigate any claims that may arise under this Agreement in court or before a jury; and (ii) your right to consolidate any claim and/or participate in any class-action claim that may arise hereunder in any manner or forum. Instead, any claim, dispute, or controversy of any kind or nature arising hereunder which cannot be amicably resolved by us shall be solely and finally settled by arbitration administered by the American Arbitration Association in accordance with its commercial arbitration rules. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitration shall take place before a panel of three arbitrators sitting in Harris County of Texas. The language of the arbitration shall be English. The arbitrators will be bound to adjudicate all disputes in accordance with the laws of the State of Texas. The decision of the arbitrator(s) shall be in writing with written findings of fact and shall be final and binding on the parties. UpSpring LLC shall bear all of its own costs, as well as your reasonable outside attorneys' fees, actually incurred in connection with any such arbitration proceedings; provided, however, that if we are the prevailing party, we shall be entitled to reimbursement for those amounts that were expended on your behalf. With respect to any arbitration hereunder, as stated above, YOU HEREBY EXPRESSLY WAIVE ANY RIGHT TO CONSOLIDATE ANY CLAIM AND/OR PARTICIPATE IN ANY CLASS-ACTION CLAIM OF ANY KIND OR NATURE. This section provides your sole recourse for the settlement of any disputes arising out of, in connection with, or related to the Agreement. If any provision of this clause is found unenforceable, such unenforceable provision will be removed and the remaining terms will be enforced. 

 

  1. Small-Claims Option. Notwithstanding the foregoing, you may elect to pursue a breach of warranty claim in a Justice of Peace Court in the Harris County of Texas (“small-claims court”) rather than submit to binding arbitration, but only if you provide us with written notice of your desire to do so within 90 days of your purchase transaction. Any small-claims court proceeding initiated hereunder will be limited solely to your individual dispute; i.e., you are not permitted to file, or participate in, a class action suit in small-claims court with respect to these Terms. 

Use of Site

Harassment in any manner or form on the site, including via email, chat, or by using obscene or abusive language, is strictly forbidden. Impersonation of others, including UpSpring employees, hosts, representatives, or other members or visitors on the site, is prohibited. You may not upload, distribute, or otherwise publish through the site any content that is libelous, defamatory, obscene, threatening, invasive of privacy or publicity rights, abusive, illegal, or otherwise objectionable. This includes content that may constitute or encourage a criminal offense, violate the rights of any party, or give rise to liability or violate any law. Additionally, you may not upload commercial content on the site or use the site to solicit others to join or become members of any other commercial online service or organization. 

Certification  

You certify that you are at least 18 years of age and that all your information provided to UpSpring LLC on or through this site will be truthful. By using this site, you agree that certain personal information provided by you may be displayed on the site in accordance with our Privacy Policy 

Participation Disclaimer 

UpSpring LLC does not and cannot review all communications and materials posted to or created by users accessing the site, and is not in any manner responsible for the content of these communications and materials. You acknowledge that by providing you with the ability to view and distribute user-generated content on the site, UpSpring LLC is merely acting as a passive conduit for such distribution and is not undertaking any obligation or liability relating to any contents or activities on the site. However, UpSpring LLC reserves the right to block or remove communications or materials that it determines to be (a) abusive, defamatory, or obscene, (b) fraudulent, deceptive, or misleading, (c) in violation of a copyright, trademark or; other intellectual property right of another or (d) offensive or otherwise unacceptable to UpSpring LLC in its sole discretion. 

Indemnification 

You agree to indemnify, defend, and hold harmless UpSpring LLC its officers, directors, employees, agents, licensors and suppliers (collectively the "Service Providers") from and against all losses, expenses, damages and costs, including reasonable attorneys' fees, resulting from any violation of these terms and conditions or any activity related to your account (including negligent or wrongful conduct) by you or any other person accessing the site using your Internet account. 

Third-Party Links 

In an attempt to provide increased value to our visitors, UpSpring LLC may link to sites operated by third parties. However, even if the third party is affiliated with UpSpring LLC UpSpring LLC has no control over these linked sites, all of which have separate privacy and data collection practices, independent of UpSpring LLC These linked sites are only for your convenience and therefore you access them at your own risk. Nonetheless, UpSpring LLC seeks to protect the integrity of its web site and the links placed upon it and therefore requests any feedback on not only its own site, but for sites it links to as well (including if a specific link does not work). 

 This Agreement and these terms and conditions, along with any instructions that we provide you with relating to any product or service you obtain from us through this site, shall, collectively, be deemed a final and integrated agreement between you and us with respect to the subject matter hereof.