Terms of Service

Welcome! These Terms of Service, which incorporate by reference our Privacy Policy (collectively, the “Terms” or “Agreement”), are a legal contract between you (“you” or “your”) and UpCircle (“UpCircle,” “we,” “our,” or “us”) governing your access to and use of our websites, any applications where these Terms are posted, and when you make any purchase from us (collectively the “Service”). By accessing or using the Service, you agree to be bound by these Terms. If you do not agree, you must immediately stop accessing and using the Service. These Terms contain important provisions, including provisions outlining the automatically renewing UpCircle subscription and provisions that require arbitration of individual claims and limit your potential remedies.


1. UPCIRCLE AND SUBSCRIPTION TERMS

UpCircle Club®. We offer a subscription membership (the “The UpCircle Club”), which provides access to premium discounts, exclusive offers, insider content, and free shipping on certain items, according to these Terms and as displayed to you at the time you enrolled. We may change UpCircle Club® promotional terms from time to time but will not increase fees without reasonable advance notice to provide an opportunity for you to cancel. We may also offer additional deals from time to time, which will be confirmed during the checkout process.

If you enroll for the UpCircle Club®, you are not charged for 7 days from the date of purchase for the subscription membership (you will be charged for any physical products that you purchase). However, you will be required to provide payment information to pay for the UpCircle Club® fees, including any taxes, which will be due once the initial period ends, unless you cancel as outlined below.


New members only. Charges and Automatic Renewals.

On the day after your initial seven-day period ends, your UpCircle card or other payment methods on file will be pre-authorized to charge the UpCircle Club® fees of 29 dollars 99 cents USD (exclusive of taxes) without obtaining your further confirmation. Further, your UpCircle Club® will automatically renew each monthly billing period, and you will be charged 29 dollars 99 cents USD (exclusive of taxes) every month until you cancel.


Cancellation.

If you do not want to continue the UpCircle Club® after the trial period or if you wish to cancel the UpCircle Club® at any time, you may do so by filling out the Cancel Membership form on our Website or by emailing us at support@upcircleshop.com with your full name and the email and physical address associated with your use of the order. Your failure to cancel or your continued use of the UpCircle Club® reaffirms that the UpCircle is authorized to charge you for, and you are responsible for paying, all UpCircle Club® fees.


Payment Methods.

By providing a credit card or other payment method, you warrant that you are authorized to use the payment method and authorize UpCircle and any third-party payment processors and billing agents to charge your payment method for the total amount due. If the payment method cannot be verified or is not accepted, your purchases and UpCircle Club® may be canceled. These Terms shall constitute authorization to the issuer of the payment without requiring a signed receipt from you, and UpCircle will not be liable for insufficient funds or charges incurred by you resulting from the collection of fees. If you provide a debit card number instead of a credit card number, you authorize all charges to be applied to such debit card. UpCircle reserves the right to correct any errors or mistakes for payment at any time.


Refunds.

ALL SALES ARE FINAL WITH NO REFUNDS for UpCircle Club®, unless otherwise indicated at checkout or as otherwise required by applicable law or determined by us in our sole discretion. If you qualify for a return in our sole discretion, your inquiries and returns should be directed to us as outlined below.


2. DISPUTE RESOLUTION

Governing Law and Venue.

Subject to and without waiving the arbitration provision below, this Agreement shall be exclusively governed by and construed in accordance with the laws of Utah without regard to its conflict of law principles, and the proper venue for any judicial action arising out of or related to this Agreement shall be the state and federal courts located in Utah (a “Court of Competent Jurisdiction”). You and UpCircle stipulate to, and waive any objection to, the personal jurisdiction and venue of such courts and submit to extraterritorial service of process. If you reside outside the U.S. and bring a Claim against UpCircle outside the U.S., applicable laws may authorize you to bring a Claim against UpCircle, which shall be brought in your individual capacity only and not in any class action, in the forum where you reside.


Arbitration Provision.

If you and UpCircle cannot resolve a Claim through informal negotiations, any Claim shall be finally and exclusively resolved by binding arbitration. “Claim(s)” means any claim or dispute between the parties and/or their parents, subsidiaries, affiliated entities or persons, employees, agents, members, partners, officers, owners, managers, directors, independent contractors, manufacturers, licensors, beneficiaries, successors, and/or assigns, and each of their owners and/or agents (collectively, “UpCircle Entities” who shall be third-party beneficiaries of this Agreement where referenced) arising out of or related to this Agreement or the Service. This arbitration provision is reciprocal, and any election to arbitrate by one party shall be final and binding on the other. This arbitration provision, including the interpretation and enforcement of this provision, shall be governed by the Federal Arbitration Act.

The arbitration shall be commenced and conducted through JAMS (www.jamsadr.com) under its Streamlined Rules, as modified by this arbitration provision. The parties shall each participate in the selection of a neutral arbitrator pursuant to the Streamlined Rules. If JAMS is unavailable to arbitrate, you and UpCircle agree to arbitrate using an alternative arbitral forum. All remedies available to the parties under applicable laws shall remain available in arbitration. All issues, including the interpretation and enforceability of this arbitration provision, shall be determined by the arbitrator. Unless you and UpCircle agree otherwise in writing, the final arbitration hearing shall take place in person at the JAMS facility located in or nearest to your city of residence, provided that either party may elect to have the arbitration conducted by video conference or telephone. If you initiate arbitration against UpCircle, you will be required to pay an initial fee of $250 (unless you qualify for a waiver), and all other arbitration costs (including any remaining Case Management Fee and fees for the arbitrator’s services) shall be paid as determined by the arbitrator. If UpCircle initiates arbitration against you, UpCircle shall pay all costs associated with the arbitration. Regardless, you and UpCircle will each pay your own attorney’s fees and costs unless an award of attorney’s fees is available under applicable statute.

The arbitrator’s award will consist of a written statement stating the disposition of each Claim. The award will also provide a concise written statement of the essential findings and conclusions on which the award is based. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Either party may seek relief in a Court of Competent Jurisdiction to stay proceedings pending arbitration, to modify, confirm, vacate, or enter judgment on the award entered by the arbitrator, or for injunctive relief in aid of arbitration. You agree that without this provision, you would have the right to sue in court with a jury.


Waiver of Class Actions.

YOU AND UPCIRCLE (INCLUDING ANY THIRD-PARTY BENEFICIARIES) MAY ONLY BRING CLAIMS AGAINST THE OTHER ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. THIS WAIVER IS A MATERIAL PROVISION. UNLESS YOU AND UPCIRCLE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PARTY'S CLAIMS; AND THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY'S INDIVIDUAL CLAIMS.

 

3. DISCLAIMERS & LIMITATION OF LIABILITY

Application.

This Section applies to the fullest extent permitted by applicable laws. Some jurisdictions may not allow the exclusion of certain warranties or the limitation of certain damages, so some of the below terms may not apply to you. UpCircle Entities, and their owners and agents, are intended third-party beneficiaries of this Section. No advice or information obtained by you through the Service or otherwise shall alter the terms stated in this Section.


Disclaimer of Warranties.

UPCIRCLE, ON BEHALF OF ITSELF AND UPCIRCLE ENTITIES, AND THEIR OWNERS AND AGENTS, EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SERVICE, ARISING BY OPERATION OF LAW OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND TITLE, IN ADDITION TO ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. THE SERVICE IS PROVIDED “AS IS.” NEITHER UPCIRCLE NOR ITS AFFILIATED ENTITIES OR AGENTS WARRANT THAT THE SERVICE WILL MEET YOUR REQUIREMENTS OR BE UNINTERRUPTED OR ERROR-FREE.


Limitation of Liability.

IN NO EVENT SHALL UPCIRCLE OR UPCIRCLE ENTITIES, OR THEIR OWNERS OR AGENTS, BE LIABLE TO YOU FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, LOST PROFITS, LOST DATA OR CONFIDENTIAL OR OTHER INFORMATION, LOSS OF PRIVACY, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FAILURE TO MEET ANY DUTY (INCLUDING GOOD FAITH, REASONABLE CARE, NEGLIGENCE, OR OTHERWISE), REGARDLESS OF THE FORESEEABILITY OF THE LOSS OR DAMAGES OR NOTICE OTHERWISE. THESE LIMITATIONS SHALL APPLY REGARDLESS OF WHETHER THE LOSS OR DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT, OR ANY OTHER THEORY OR FORM OF ACTION. YOU AGREE THAT THIS SECTION REPRESENTS A REASONABLE ALLOCATION OF RISK AND IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN UPCIRCLE AND YOU. THE SERVICE WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS. WITHOUT LIMITING OTHER PROVISIONS, IN NO EVENT WILL UPCIRCLE OR ITS AFFILIATED ENTITIES OR AGENTS BE LIABLE TO YOU FOR ANY CLAIMS EXCEEDING $100 OR THE AMOUNT OF FEES YOU PAID IF GREATER.

 

4. ASSUMPTION OF RISK

You knowingly and freely assume all risk when using the Service. You, on behalf of yourself, your personal representatives, and your heirs, voluntarily agree to release, waive, discharge, hold harmless, defend, and indemnify UpCircle and its parents, subsidiaries, affiliated companies, employees, agents, officers, owners, directors, successors, and assigns (who shall be third-party beneficiaries of this provision) from any and all claims, actions, or losses for bodily injury, property damage, wrongful death, emotional distress, loss of privacy, or other damages, loss, or harm, whether to you or to third parties, that may result from your access to or use of the Service.

 

5. MODIFICATION & TERMINATION

Modification.

UpCircle may modify this Agreement, including the Privacy Policy, at any time upon posting a new version via the Service or by other notice to you. You should review this Agreement periodically. Your continued access to or use of the Service constitutes acceptance of modified provisions. This Agreement may otherwise only be modified by a writing signed by both parties.

 

Errors.

The Service may contain errors, inaccuracies, and omissions, which UpCircle may correct at any time but has no obligation to do so. UpCircle may modify or discontinue the Service, including any products, descriptions, and prices, at any time. UpCircle is not responsible for the accuracy or completeness of all content provided with the Service, and content is provided for general information only. UpCircle makes efforts to display product photographs and information accurately, but we cannot guarantee that your display will be accurate.

 

Termination.

UpCircle may terminate this Agreement, the Service, your account, and your UpCircle membership at any time for any reason without prior notice. If you wish to terminate this Agreement, you should cease using the Service; and if you wish to cancel your UpCircle membership, you should follow the instructions outlined above. Sections 2, 3, 8, and 9 shall expressly survive any termination of this Agreement.

 

6. YOUR USE OF THE SERVICE

Your Qualifications.

You must be at least 18 years old and legally qualified to use the Service and, if you are using the Service on behalf of a UpCircle, authorized to enter into this Agreement on behalf of that UpCircle. You warrant that all information you provide in connection with your use of the Service is current, complete, and accurate and that you will update that information as necessary. You are responsible for maintaining the confidentiality of any credentials and information used in connection with the Service, and you agree to notify UpCircle immediately of any unauthorized use of your credentials or account.

 

Your Account and Responsibilities

To use certain parts of the Service, including access to UpCircle membership benefits, you must create and maintain an account. You represent and warrant that all information provided during the registration process is current, complete, and accurate, and agree to update this information as necessary. You are solely responsible for maintaining the confidentiality of your account credentials and any activities that occur under your account. If you become aware of any unauthorized use of your account, you must notify UpCircle immediately.

 

Prohibited Conduct

You agree not to engage in any of the following prohibited actions while accessing or using the Service:

  • Impersonating others: You may not impersonate any individual or entity, including UpCircle representatives or other users.
  • Violating laws: You agree not to use the Service in any manner that violates local, state, or federal laws or regulations.
  • Circumventing security measures: You may not attempt to bypass or circumvent any security features or mechanisms of the Service, including engaging in hacking or any form of unauthorized access.
  • Spam and solicitation: You are prohibited from sending unsolicited promotional content or spam through the Service.
  • Disrupting service: You may not interfere with the proper functioning of the Service or cause harm to other users or the UpCircle, such as using viruses, malware, or other harmful software.

 

7. INTELLECTUAL PROPERTY

Ownership of Content

All content, including but not limited to text, images, graphics, videos, logos, trademarks, and service marks available through the Service, is the property of UpCircle or its licensors and is protected by copyright, trademark, and other intellectual property laws. You may not use, reproduce, distribute, modify, or display any of the intellectual property found in the Service without the prior written consent of UpCircle, except as permitted by applicable laws.

 

License to Use Content

Subject to your compliance with these Terms, UpCircle grants you a limited, non-exclusive, non-transferable license to access and use the content provided by the Service for personal, non-commercial purposes only. This license does not grant you any right to reproduce, distribute, sell, or create derivative works from the content without UpCircle’s express written consent.

 

8. DISCLAIMERS & LIMITATION OF LIABILITY

Disclaimer of Warranties

The Service is provided "as is" and "as available," without any warranties of any kind, whether express, implied, or statutory. To the fullest extent permitted by applicable law, UpCircle disclaims all warranties, including but not limited to warranties of merchantability, fitness for a particular purpose, non-infringement, or those arising from a course of dealing or usage of trade. UpCircle does not guarantee that the Service will be error-free, secure, or uninterrupted.

 

Limitation of Liability

In no event shall UpCircle or its affiliates, officers, directors, employees, agents, or licensors be liable to you or any third party for any indirect, incidental, special, consequential, or punitive damages, including, but not limited to, lost profits, lost data, or any other form of loss or damage arising from the use or inability to use the Service, even if UpCircle has been advised of the possibility of such damages. The total liability of UpCircle for any claims related to the Service will not exceed the total amount you have paid to UpCircle for the use of the Service during the 30 days preceding the claim.

 

9. DISPUTE RESOLUTION

Arbitration

Any dispute or claim arising out of or relating to these Terms, your use of the Service, or any transaction with UpCircle, shall be resolved exclusively by binding arbitration. The arbitration will be conducted by JAMS in accordance with its Streamlined Rules and Procedures. The arbitration will take place in the state of Utah, unless otherwise agreed by both parties. The decision of the arbitrator will be final and binding, and judgment may be entered in any court having jurisdiction.

 

Class Action Waiver

You and UpCircle agree that any disputes will be resolved on an individual basis only and that you will not participate in any class action or collective action related to a claim or dispute under these Terms. This waiver is a material provision of these Terms, and any attempt to bring a class or representative action will be considered a violation of this Agreement.

 

10. MODIFICATION & TERMINATION

Modifications to Terms

UpCircle reserves the right to modify these Terms at any time by posting a revised version on the Service. It is your responsibility to review the Terms periodically for any updates. Your continued use of the Service after any changes to the Terms constitutes your acceptance of those changes.

 

Termination of Agreement

UpCircle may terminate or suspend your access to the Service at its discretion, without notice, if it believes that you have violated any of these Terms or for any other reason. Upon termination, you must immediately cease using the Service, and all rights granted to you under these Terms will be terminated.

 

11. MISCELLANEOUS

Entire Agreement

These Terms, together with any policies or operating rules posted on the Service, constitute the entire agreement between you and UpCircle regarding your use of the Service. If any provision of these Terms is deemed invalid or unenforceable, the remaining provisions will continue in full force and effect.

 

Waiver

Failure by UpCircle to enforce any provision of these Terms shall not be deemed a waiver of such provision or of the right to enforce it in the future.

 

Governing Law

These Terms will be governed by and construed in accordance with the laws of the State of Utah, without regard to its conflicts of law principles. You agree to submit to the exclusive jurisdiction of the courts located in Utah for any legal action arising out of or relating to these Terms.

 

12. CONTACT US

For questions or concerns about these Terms, your account, or the Service, you can contact us through the following: