By using the Site in any manner, including but not limited to visiting or browsing the Site, you (the “member” or “you”) agree to be bound by this Agreement, including those additional terms and conditions and policies referenced herein and/or available by hyperlink. This Agreement applies to all members of the Site, including without limitation members who are vendors, customers, and merchants, contributors of content, information and other materials or services on the Site.
If you have any questions, please refer to the Help section of the Site.
1. UPcycled City is a Venue
UPcycled City acts as a venue to allow members who comply with UPcycled City’s policies to offer, sell and buy certain goods within a fixed-price format. UPcycled City is not directly involved in the transaction between buyers and sellers. As a result, UPcycled City has no control over the quality, safety, morality or legality of any aspect of the items listed, the truth or accuracy of the listings, the ability of sellers to sell items or the ability of buyers to pay for items. UPcycled City does not pre-screen members or the content or information provided by members. UPcycled City cannot ensure that a buyer or seller will actually complete a transaction.
Consequently, UPcycled City does not transfer legal ownership of items from the seller to the buyer.
UPcycled City cannot guarantee the true identity, age, and nationality of a member. UPcycled City encourages you to communicate directly with potential transaction partners through the contact tools available on the Site. You may also wish to consider using a third-party escrow service or services that provide additional member verification.
You agree that UPcycled City is a venue and as such is not responsible or liable for any content, for example, data, text, information, usernames, graphics, images, photographs, profiles, audio, video, items, and links posted by you, other members, or outside parties on UPcycled City. You use the UPcycled City service at your own risk.
Age: UPcycled City’s services are available only to, and may only be used by, individuals who are 18 years and older who can form legally binding contracts under applicable law. You represent and warrant that you are at least 18 years old and that all registration information you submit is accurate and truthful. UPcycled City may, in its sole discretion, refuse to offer access to or use of the Site to any person or entity and change its eligibility criteria at any time. This provision is void where prohibited by law and the right to access the Site is revoked in such jurisdictions.
Individuals under the age of 18 must at all times use UPcycled City’s services only in conjunction with and under the supervision of a parent or legal guardian who is at least 18 years of age. In all cases, the adult is the member and is responsible for any and all activities.
Compliance: You agree to comply with all local laws regarding online conduct and acceptable content. You are responsible for all applicable taxes. In addition, you must abide by UPcycled City’s policies as stated in the Agreement and the UPcycled City policy documents listed below (if applicable to your activities on or use of the Site) as well as all other operating rules, policies and procedures that may be published from time to time on the Site by UPcycled City, each of which is incorporated herein by reference and each of which may be updated by UPcycled City from time to time without notice to you:
- Fees Policy
- Trademark Guidelines
In addition, some services offered through the Site may be subject to additional terms and conditions announced by UPcycled City from time to time; your use of such services is subject to those additional terms and conditions, which are incorporated into this Agreement by this reference.
Password: Keep your password secure. You are fully responsible for all activity, liability and damage resulting from your failure to maintain password confidentiality. You agree to immediately notify UPcycled City of any unauthorized use of your password or any breach of security. You also agree that UPcycled City cannot and will not be liable for any loss or damage arising from your failure to keep your password secure. You agree not to provide your username and password information in combination to any other party other than UPcycled City without UPcycled City’s express written permission.
Account Information: You must keep your account information up-to-date and accurate at all times, including a valid email address. To sell items on UPcycled City you must provide and maintain valid payment information such as valid credit card information or a valid PayPal account.
Account Transfer: You may not transfer or sell your UPcycled City account and Member ID to another party. You are responsible for all activity of the account and Member ID. If you are registering as a business entity, you personally guarantee that you have the authority to bind the entity to this Agreement.
Right to Refuse Service: UPcycled City’s services are not available to temporarily or indefinitely suspended UPcycled City members. UPcycled City reserves the right, in UPcycled City’s sole discretion, to cancel unconfirmed or inactive accounts. UPcycled City reserves the right to refuse service to anyone, for any reason, at any time.
3. Fees and Billing
Joining and setting up a shop on UPcycled City is free (excluding additional sales channels on UPcycled City that may have separate fees). UPcycled City charges commissions as a percentage of the total transaction which includes the selling price, shipping costs and any other fees such as sales tax collected or payment processing fee. Unless otherwise stated, all fees are quoted in US Dollars (USD).
4. Listing and Selling
Listing Description: All listings on UPcycled City must be for sale. By listing an item on the Site you warrant that you and all aspects of the item comply with UPcycled City’s published policies. You also warrant that you may legally sell the item. You must accurately describe your item and all terms of sale in your UPcycled City shop.
Your listings may only include text descriptions, graphics, pictures and other content relevant to the sale of that item. All items must be listed in an appropriate category with appropriate tags. Each listing must accurately and completely describe the item/items for sale in that listing. If the “in stock” quantity is more than one, all items in that listing must be nearly identical as we understand that there can be variations in handmade items. Each unique one of a kind item must have its own listing.
Binding Sale: Sellers are responsible for accurately listing their items, and buyers are responsible for reading the description of items before making a purchase. All sales are binding. The seller is obligated to ship the order or otherwise complete the transaction with the buyer in a prompt manner, unless there is an exceptional circumstance, such as: (a) the buyer fails to meet the terms of the seller’s listing (such as payment method), or (b) the seller cannot authenticate the buyer’s identity. The buyer is obligated to deliver appropriate payment for items purchased, unless there is an exceptional circumstance.
Fee Avoidance: The price stated in each item listing description must be an accurate representation of the sale. Sellers may charge reasonable shipping and handling fees to cover the costs for packaging and mailing the items. Sellers may not charge excessive shipping fees or otherwise avoid fees. You may not alter the item’s price after a sale for the purpose of avoiding UPcycled City transaction fees, misrepresent the item’s location, or use another member’s account without permission.
5. Prohibited, Questionable and Infringing Items and Activities
You are solely responsible for your conduct and activities on and regarding UPcycled City and any and all data, text, information, user names, graphics, images, photographs, profiles, audio, video, items, and links (together, “Content”) that you submit, post, and display on UPcycled City.
Restricted Activities: Your Content and your use of UPcycled City shall not:
1. Be false, inaccurate or misleading
2. Be fraudulent or involve the sale of illegal, counterfeit or stolen items
3. Infringe upon any third-party’s copyright, patent, trademark, trade secret or other proprietary or intellectual property rights or rights of publicity or privacy
4. Violate this Agreement, any site policy or community guidelines, or any applicable law, statute, ordinance or regulation (including, but not limited to, those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising)
5. Contain items that have been identified by the U.S. Consumer Products Safety Commission (CPSC) as hazardous to consumers and therefore subject to a recall
6. Be defamatory, trade libelous, unlawfully threatening, unlawfully harassing, impersonate or intimidate any person (including UPcycled City staff or other members), or falsely state or otherwise misrepresent your affiliation with any person, through for example, the use of similar email address, nicknames, or creation of false account(s) or any other method or device
7. Interfere with a seller’s business or shop
8. Take any action that may undermine online reviews or feedback
9. Be obscene or contain child pornography
10 .Contain or transmit any code of a destructive nature that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information
11. Modify, adapt or hack UPcycled City or modify another website so as to falsely imply that it is associated with UPcycled City;
13. Appear to create liability for UPcycled City or cause UPcycled City to lose (in whole or in part) the services of the site’s ISPs or other suppliers
Re-Posting Content: By posting Content on UPcycled City, it is possible for an outside website or a third party to re-post that Content. You agree to hold UPcycled City harmless for any dispute concerning this use. If you choose to display your own UPcycled City-hosted image on another website, the image must provide a link back to its listing page on UPcycled City.
Idea Submissions: UPcycled City considers any unsolicited suggestions, ideas, proposals or other material submitted to it by members via the Site or otherwise (other than the Content and the tangible items sold on the Site by members) (collectively, the “Material”) to be non-confidential and non-proprietary, and UPcycled City shall not be liable for the disclosure or use of such Material. If, at UPcycled City’s request, any member sends Material to improve the site (for example through the Ideas Under Consideration section in our Forum or to customer support), UPcycled City will also consider that Material to be non-confidential and non-proprietary and UPcycled City will not be liable for use or disclosure of the Material.
Any communication by you to UPcycled City is subject to this Agreement. You hereby grant and agree to grant UPcycled City, under all of your rights in the Material, a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully-paid, sub-licensable and transferable right and license to incorporate, use, publish and exploit such Material for any purpose whatsoever, commercial or otherwise, including but not limited to incorporating it in the API, documentation, or any product or service, without compensation or accounting to you and without further recourse by you.
7. Information Control
UPcycled City does not control the Content provided by members that is made available on UPcycled City. You may find some Content to be offensive, harmful, inaccurate, or deceptive. There are also risks of dealing with underage persons or people acting under false pretense. Additionally, there may also be risks dealing with international trade and foreign nationals. By using UPcycled City, you agree to accept such risks and that UPcycled City (and UPcycled City’s officers, directors, agents, subsidiaries, joint ventures and employees) is not responsible for any and all acts or omissions of members on UPcycled City. Please use caution, common sense, and practice safe buying and selling when using UPcycled City.
Other Resources: UPcycled City is not responsible for the availability of outside websites or resources linked to or referenced on the Site. UPcycled City does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such websites or resources. You agree that UPcycled City shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such websites or resources.
8. Resolution of Disputes and Release
Disputes with UPcycled City: In the event a dispute arises between you and UPcycled City, please contact UPcycled City. Any dispute arising from or relating to the subject matter of this Agreement shall be finally settled by arbitration in Los Angeles County, California, using the English language in accordance with the Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. (“JAMS”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with the Arbitration Rules and Procedures of JAMS. The prevailing party in any arbitration or other proceeding arising under this Agreement shall be entitled to receive reimbursement of its reasonable expenses (including reasonable attorneys’ fees, expert witness fees and all other expenses) incurred in connection therewith. Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator. For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in the United States Federal Courts or state courts located in the District of Los Angeles. Use of the Site is not authorized in any jurisdiction that does not give effect to all provisions of the Agreement, including without limitation, this section. You and UPcycled City agree that any cause of action arising out of or related to the Site (including, but not limited to, any services provided or made available therein) or this Agreement must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred.
Disputes with Members or Third Parties: In the event a dispute arises between you and another member or a third party, UPcycled City encourages you to contact the member or third party to resolve the dispute amicably.
You release UPcycled City (and UPcycled City’s officers, directors, agents, subsidiaries, joint ventures and employees) from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in an way connected with disputes with, one or more members, or an outside party.
9. UPcycled City’s Intellectual Property
UPcycled City, UPcyclity and any UPcycled City graphics, logos, designs, page headers, button icons, scripts, and service names are registered trademarks, trademarks or trade dress of UPcycled City, Inc. in the U.S. and/or other countries. UPcycled City’s trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names or email addresses, in connection with any product or service in any manner that is likely to cause confusion. All Certified Upcyclers on UPcycled City are allowed to use our Certification trademark on their company website, product packaging and marketing materials.
10. Access and Interference
UPcycled City may contain robot exclusion headers which contain internal rules for software usage. Much of the information on UPcycled City is updated on a real-time basis and is proprietary or is licensed to UPcycled City by UPcycled City’s members or third-parties. You agree that you will not use any robot, spider, scraper or other automated means to access UPcycled City for any purpose whatsoever or otherwise without UPcycled City’s prior express written permission. Additionally, you agree that you will not:
1. Take any action that imposes, or may impose, in UPcycled City’s sole discretion, an unreasonable or disproportionately large load on UPcycled City’s infrastructure
2. Copy, reproduce, modify, create derivative works from, distribute or publicly display any member Content (except for your Content) or other allowed uses as set out in these terms from the site or otherwise without the prior express written permission of UPcycled City and the appropriate third party, as applicable
3. Interfere or attempt to interfere with the proper working of the Site or any activities conducted on the Site
4. Bypass UPcycled City’s robot exclusion headers or other measures UPcycled City may use to prevent or restrict access to UPcycled City
13. No Warranty
UPCYCLED CITY, UPCYCLED CITY’S SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AND UPCYCLED CITY’S SUPPLIERS PROVIDE UPCYCLED CITY’S WEB SITE AND SERVICES “AS IS” AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. UPCYCLED CITY, UPCYCLED CITY’S SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES AND UPCYCLED CITY’S SUPPLIERS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, NO ADVICE OR INFORMATION (ORAL OR WRITTEN) OBTAINED BY YOU FROM UPCYCLED CITY SHALL CREATE ANY WARRANTY. SOME STATES DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO THE FOREGOING DISCLAIMER MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE.
14. Liability limit
IN NO EVENT SHALL UPCYCLITY, UPCYCLED CITY, AND AS APPLICABLE UPCYCLED CITY’S SUBSIDIARIES, DIRECTORS, EMPLOYEES OR UPCYCLED CITY’S SUPPLIERS BE LIABLE FOR ANY DAMAGES WHATSOEVER, WHETHER DIRECT, INDIRECT, GENERAL, SPECIAL, COMPENSATORY, CONSEQUENTIAL, AND/OR INCIDENTAL, ARISING OUT OF OR RELATING TO THE CONDUCT OF YOU OR ANYONE ELSE IN CONNECTION WITH THE USE OF THE SITE, UPCYCLED CITY’S SERVICES, OR THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, LOST PROFITS, BODILY INJURY, EMOTIONAL DISTRESS, OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES. UPCYCLED CITY’S LIABILITY, AND (AS APPLICABLE) THE LIABILITY OF UPCYCLED CITY’S SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AND SUPPLIERS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE GREATER OF (A) THE AMOUNT OF FEES YOU PAY TO UPCYCLED CITY IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, AND (B) $100. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
YOU AGREE TO INDEMNIFY AND HOLD HARMLESS UPCYCLED CITY AND (AS APPLICABLE) UPCYCLED CITY’S PARENT, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES, FROM ANY CLAIM OR DEMAND, INCLUDING REASONABLE ATTORNEYS’ FEES, MADE BY ANY THIRD PARTY DUE TO OR ARISING OUT OF YOUR BREACH OF THIS AGREEMENT OR THE DOCUMENTS IT INCORPORATES BY REFERENCE, OR YOUR VIOLATION OF ANY LAW OR THE RIGHTS OF A THIRD PARTY.
16. No Guarantee
UPcycled City does not guarantee continuous, uninterrupted access to the Site, and operation of the Site may be interfered with by numerous factors outside UPcycled City’s control.
17. Legal Compliance; Taxes
You shall comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of the Site and any UPcycled City service and, if applicable, your listing, purchase, solicitation of offers to purchase, and sale of items. In addition, you shall be responsible for paying any and all taxes applicable to any purchases or sales of items you make on the Site (excluding any taxes on UPcycled City’s net income).
If any provision of this Agreement is held unenforceable, then such provision will be modified to reflect the parties’ intention. All remaining provisions of this Agreement shall remain in full force and effect.
19. No Agency
You and UPcycled City are independent contractors, and no agency, partnership, joint venture, employee/employer or franchiser-franchisee relationship is intended or created by this Agreement.
20. UPcycled City Service
21. Choice of Law
This Agreement shall in all respects be interpreted and construed with and by the laws of the State of California, excluding its conflicts of laws rules, and the United States of America.
Sections 3 (Fees and Billing), 6 (Content, License), 7 (Information Control), 8 (Resolution of Dispute and Release), 9 (UPcycled City’s Intellectual Property), 10 (Access and Interference), 11 (Breach), 12 (Privacy), 13 (No Warranty), 14 (Liability Limit), 15 (Indemnity), 16 (No Guarantee), 18 (Severability), 19 (No Agency), 21 (Choice of Law) shall survive any termination or expiration of this Agreement.
Except as explicitly stated otherwise, any notices shall be given by postal mail to UPcycled City; Attn: Legal Department; UPcycled City, 830 Traction Ave., Suite 3A, CA 90013 (in the case of UPcycled City) or, in your case, to the email address you provide to UPcycled City (either during the registration process or when your email address changes). Notice shall be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, UPcycled City may give you notice by certified mail, postage prepaid and return receipt requested, to the address provided to UPcycled City. In such case, notice shall be deemed given three days after the date of mailing.
For issues with intellectual property, please provide the notice as specified in UPcycled City’s.
The services hereunder are offered by UPcycled City Inc., located at 830 Traction Ave., Suite 3A, Los Angeles, CA 90013. If you are a California resident, you may have this same information emailed to you by sending a letter to the foregoing address with your email address and a request for this information.