Website Terms of Use

BY CLICKING ON THE “I AGREE” CHECKBOX WHEN CREATING AN ACCOUNT ON THE SERVICE, OR BY ACCESSING, BROWSING, OR OTHERWISE USING THE WEBSITE APP, AND/OR THE SERVICE, YOU AGREE TO BE BOUND BY THE TERMS HEREIN AND ANY OF THE RELATED POLICIES, INCLUDING OUR PRIVACY POLICY, UPGRADED PROGRAM TERMS OF CONDITIONS, OR GUIDELINES, AND ANY SUBSEQUENT CHANGES OR MODIFICATIONS. YOU MUST AGREE TO AND ACCEPT ALL OF THE TERMS, OR YOU DON’T HAVE THE RIGHT TO USE THE SERVICES. IF YOU DISAGREE WITH ANY PART OF THE TERMS THEN YOU DO NOT HAVE PERMISSION TO ACCESS THE SERVICES; PLEASE CLOSE THIS WEBSITE OR APP, DISCONTINUE USE, AND EXIT THE SERVICES IMMEDIATELY.

Privacy.

 We take your privacy as a customer of ours very seriously. Please refer to Upgraded’s Privacy Policy to understand how Upgraded collects, uses and discloses your personal information. The Children’s Online Privacy Protection Act (“COPPA”) requires that online service providers obtain parental consent before they knowingly collect personally identifiable information online from children who are under 13. We do not knowingly collect or solicit personally identifiable information from children under 13; if you are a child under 13, please do not attempt to register for the Services or send any personal information about yourself to us. If we learn we have collected personal information from a child under 13, we will delete that information as quickly as possible. If you believe that a child under 13 may have provided us personal information, please contact us at hello@getupgraded.com.

Get Upgraded Program.

If you enroll in the Upgraded Program you also agree to an additional set of terms and conditions specifically related to the Upgraded Program, which can be found here: Terms and Conditions.

We are constantly trying to improve our Services, so these Terms may need to change along with the Services as we continue to expand our business. Upgraded reserves the right to change or modify any of the terms and conditions contained in this Website Terms of Use, or any policy of the Service, at any time and in our sole discretion. If Upgraded decides to materially change this Website Terms of Use, it will post a new version on the Services and update the effective date set forth above on this policy. Any material changes or material modifications to this Website Terms of Use will be effective upon posting of the revisions, but we will make sure to bring it to your attention by emailing you or posting a notice on our website or App. Your continued use of the Service following posting of any changes or modifications constitutes your acceptance of such changes or modifications. You should frequently review these Terms and any other applicable policies, including the Privacy Policy, and their respective dates, to understand the terms and conditions that apply to you when using the Services. Except for changes by us as described here, no other amendment or modification of these Terms will be effective unless it is in writing and signed by both you and us.

All copyrighted and copyrightable materials on the Service, including but not limited to the text, design, product information, graphics, images, pictures, sound and other files, and the selection, compilation and arrangement thereof (collectively with “Content” shall be “Materials”) are the exclusive property of Upgraded Technologies Inc. and/or its licensors.

We respect the intellectual property rights of others. It is our policy to respond to any claim that Content posted on the Service infringes on the copyright or other intellectual property rights (“Infringement”) of any person or entity.

If you are a copyright owner, or authorized on behalf of one, and you believe that the copyrighted work has been copied in a way that constitutes copyright infringement, please submit your claim via email to hello@getupgraded.com with the subject line: “Copyright Infringement” and include in your claim a detailed description of the alleged Infringement as detailed below, under “DMCA Notice and Procedure for Copyright Infringement Claims.”

You may be held accountable for damages (including costs and attorneys’ fees) for misrepresentation or bad-faith claims on the infringement of any Content found on and/or through the Service on your copyright.

You may submit a notification pursuant to the Digital Millennium Copyright Act (DMCA) by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):

• an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright’s interest;

• a description of the copyrighted work that you claim has been infringed, including the URL (i.e., web page address) of the location where the copyrighted work exists or a copy of the copyrighted work;

• identification of the URL or other specific location on the Service where the material that you claim is infringing is located;

• your address, telephone number, and email address;

• a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;

• a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

You can contact our Copyright Agent via email at hello@getupgraded.com

We reserve the right, without notice and in our sole discretion, to terminate your account and your license to use the Service and to block or prevent future access to and use of the Service. Without limiting the foregoing, and in accordance with the Digital Millennium Copyright Act (DMCA), it is Upgraded’s policy to terminate, in appropriate circumstances as determined in our sole discretion, subscribers or account holders who we determine are repeat infringers.

Upgraded’s mission is to envision a world where physical goods are fully utilized to their useful life, efficiently moving between owners, until they are ready to be recycled. We believe that “take-make-dispose” is neither sustainable, nor economically efficient. 

You may sign up for an account. You promise to provide us with accurate, complete, and updated registration information about yourself. You may not select a name that you don’t have the right to use, or another person’s name with the intent to impersonate that person. You may not transfer your account to anyone else without our prior written permission.

“Get Upgraded,” “Upgraded,” “Getupgraded.io,” “Getupgraded.com” and Upgraded’s logos are trademarks, service marks or registered trademarks of Upgraded Inc. or its suppliers and licensors, and may not be copied, used or imitated, in whole or in part, without the prior written permission of Upgraded or its suppliers or licensors. The Service and its original content, features and functionality are and will remain the exclusive property of Upgraded and its licensors. The Service is protected by copyright, trademark, and other intellectual property laws of both the United States and foreign countries. You may not use meta tags or any other “hidden text” using any of the above-referenced marks without Upgraded’s permission. Additionally, all page headers, graphics, icons, and scripts are service marks, trademarks, and/or trade dress of Upgraded, and may not be copied, imitated, or used, in whole or in part, without Upgraded’s prior written permission. All other Upgraded names or logos mentioned on the Service, or any other trademarks, registered or otherwise, are the property of their respective owners. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by Upgraded.

You promise to abide by all copyright notices, trademark rules, information, and restrictions contained in any Materials you access through the Services (even if you are able to download any Materials), and you won’t use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any purpose any Content not owned by you, (i) without the prior consent of the owner of that Content or (ii) in a way that violates someone else’s (including Upgraded) rights.

You understand that Upgraded owns the Services. You won’t modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in this Section), create derivative works based on, or otherwise exploit any of the Services.

License. Subject to the terms of this Agreement, Upgraded grants you a non-transferable, non-exclusive, license (without the right to sublicense) to (i) use the Services solely for your personal, non-commercial purposes, and (ii) install and use the App, solely on your own handheld device (e.g., smartphone, tablet or similar device) solely for your personal, non-commercial purposes.

Certain Restrictions. The rights granted to you in this Agreement are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Services; (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Services; (c) you shall not access the Services in order to build a similar or competitive service; and (d) except as expressly stated herein, no part of the Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. Any future release, update, or other addition to functionality of the Services shall be subject to the terms of this Agreement. All copyright and other proprietary notices on any website content must be retained on any copies.

Modification. Upgraded reserves the right, at any time, to modify, suspend, or discontinue the Services (including the Website and App) or any part thereof with or without notice. You agree that Upgraded will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Services or any part thereof.

Ownership. You acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Services (including the Website and App) are owned by Upgraded or Upgraded’s licensors. The provision of the Services does not transfer to you or any third party any rights, title or interest in or to such intellectual property rights. Upgraded and its suppliers reserve all rights not granted in this Agreement.

Anything you post, upload, share, store, or otherwise provide through the Services is your “User Submissions.” You own your User Submissions (except to the extent your User Submissions contain content owned by a third party) and you can control how your User Submissions are shared through your privacy and application settings as further described below. If you submit User Submissions that contain Content you do not have the right to use or share, we may remove it in accordance with our Copyright Policy described above. Some User Submissions are viewable by other users. In order to display your User Submissions on the Services, and to allow other users to enjoy them (where applicable), you grant us certain rights in those User Submissions. Please note that all of the following licenses are subject to our Privacy Policy to the extent they relate to User Submissions that are also your personally-identifiable information.

For all User Submissions, you hereby grant us a license to translate, modify (for technical purposes, for example making sure your content is viewable on a smartphone as well as a computer) and reproduce and otherwise act with respect to such User Submissions, in each case to enable us to operate the Services, as described in more detail below. This is a license only – your ownership in User Submissions is not affected.

If you store a User Submission in your own personal Our account, in a manner that is not viewable by any other user except you (a “Personal User Submission”), you grant us the license above, as well as a license to display, perform, and distribute your Personal User Submission for the sole purpose of making that Personal User Submission accessible to you and providing the Services necessary to do so.

If you share a User Submission only in a manner that only certain specified users can view (for example, a private message to one or more other users) (a “Limited Audience User Submission”), then you grant to us the licenses above, as well as a license to display, perform, and distribute your Limited Audience User Submission for the sole purpose of making that Limited Audience User Submission accessible to such other specified users, and providing the Services necessary to do so. Also, you grant such other specified users a license to access that Limited Audience User Submission, and to use and exercise all rights in it, as permitted by the functionality of the Services.

If you share a User Submission publicly on the Services and/or in a manner that more than just you or certain specified users can view, or if you provide us (in a direct email or otherwise) with any feedback, suggestions, improvements, enhancements, and/or feature requests relating to the Services (each of the foregoing, a “Public User Submission”), then you grant Our the licenses above, as well as a license to display, perform, and distribute your Public User Submission for the purpose of making that Public User Submission accessible to all Our users and providing the Services necessary to do so, as well as all other rights necessary to use and exercise all rights in that Public User Submission in connection with the Services. Also, you grant all other users of the Services a license to access that Public User Submission, and to use and exercise all rights in it, as permitted by the functionality of the Services.

In addition, you grant us and participating institutions, schools, colleges, and/or universities, a license to use your Public User Submissions (including without limitation your image, voice, and likeness to the extent included in Public User Submissions) in promotions and advertising in any medium for our Services and/or for the participating institutions, schools, colleges, and/or universities. For example, we may use your publicly posted videos, chats, images and other content posted using the Services in our advertising on social media and other platforms to promote our Services. You continue to own your Public User Submissions and our rights are a limited license as stated herein.

You agree that the licenses you grant are non-exclusive, royalty-free, perpetual, sublicenseable, irrevocable, and worldwide, provided that when you delete your Our account, we will stop displaying your User Submissions (other than Public User Submissions, which may remain fully available) to other users (if applicable), but you understand and agree that it may not be possible to completely delete that content from our records, and that your User Submissions may remain viewable elsewhere to the extent that they were copied or stored by other users.

Finally, you understand and agree that we, in performing the required technical steps to provide the Services to our users (including you), may need to make changes to your User Submissions to conform and adapt those User Submissions to the technical requirements of connection networks, devices, services, or media, and the foregoing licenses include the rights to do so.

Upgraded or third parties may provide links on the Service to other sites or content. Upgraded has no control over such sites or content, and therefore makes no claim or representation regarding, and expressly disclaims responsibility for, the quality, content, nature or reliability of sites or content linked to by the Service. Upgraded provides links to you only as a convenience, and the inclusion of any link on the Service does not imply our affiliation, endorsement, or adoption of the linked site or any information therein. When you leave the Website or Ppp, our terms and policies no longer govern. You should review applicable terms and policies, including the privacy and data gathering practices, of any third-party sites.

Account Creation.

 In order to use certain features of the Services including enrolling in the Upgraded Program, you must register for an account (“Upgraded Account”) on the Website or App and provide certain information about yourself as prompted by the registration form. You represent and warrant that: (a) all required registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; and (c) your use of the Services does not violate any applicable law or regulation or the terms of this Agreement. You may delete your Upgraded Account at any time, for any reason, by following the instructions on the Website or App.

User Profile.

 Your Upgraded Account allows you to create a personal profile (“Profile”).

Account Responsibilities.

You are responsible for maintaining the confidentiality of your Upgraded Account login information and are fully responsible for all activities that occur under your Upgraded Account. You agree to immediately notify Upgraded of any unauthorized use, or suspected unauthorized use of your Upgraded Account or any other breach of security. Upgraded cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements. We will protect your Upgraded Account information in accordance with the Privacy Policy.

Certain Third Party Service Providers.

Upgraded may use third party service providers at its discretion. All information collected by third parties is governed by their various Website Terms of Use and Privacy Policy. Upgraded has no control over and cannot be responsible for third party service providers.

The Services and the materials contained therein are provided on an “as is” and “as available” basis without warranties of any kind, express or implied. You expressly agree that use of the Services, including all content or data distributed by or downloaded or accessed from or through the Website or App, is at your sole risk. Upgraded disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, title and non-infringement as to the information, materials, and content on the Website or App. Without limiting the foregoing, Upgraded, its subsidiaries, its affiliates, and its licensors do not warrant that any content is accurate, reliable or correct; that any services will meet your requirements; that any of the Services will be available at any particular time or location, uninterrupted or secure; that any defects or errors will be corrected; or that any of the Services are free of viruses or other harmful components. Any content downloaded or otherwise obtained through the use of any Services is downloaded at your own risk and you will be solely responsible for any damage to your computer system or mobile device or loss of data that results from such download or your use of the service.

Upgraded does not warrant, endorse, guarantee, or assume responsibility for: (i) any product or service purchased in connection with the Services; (ii) any loan, financial product or service, or insurance product or service purchased in connection with the Services; or (iii) any product or service advertised or offered by a third party through Services or any hyperlinked website or service, and Upgraded will not be a party to or in any way monitor any transaction between you and third-party providers of products or services.

You are solely responsible for your activities on our Service, including all content that you submit or a third party submits on your behalf or using your account. You agree to indemnify, defend, and hold harmless Upgraded and its subsidiaries and each of its shareholders, directors, officers, employees, agents, successors and assigns against any and all claims, actions, demands, suits and all related losses, liabilities, damages, penalties, costs and expenses (including, but not limited to, reasonable attorneys’ fees) incurred by an indemnified party arising out of or related to: (a) any violation of law or regulation from your use of the Service, (b) any actual or alleged breach by you of any obligations, representations, warranties under this Website Terms of Use, including violations of our Personal Conduct Policy; and (c) any actual or alleged infringement or misappropriation of the intellectual property rights of any third party by all User Submissions that you submit or a third party submits on your behalf or using your account. Your obligation to compensate us during the immediate preceding sentence may be adjusted if it is considered unreasonably burdensome or unfair. Upgraded undertakes to indemnify and hold you harmless from any direct damages cause by Upgraded due to its gross negligence.

You accept all responsibility and release Upgraded from any liability arising out of or relating to your use of the content related to the Services.

IN NO EVENT, SHALL WE (AND OUR SUPPLIERS), AND EACH OF OUR AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, LICENSORS, SUCCESSORS, AND ASSIGNS BE LIABLE FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM THIS AGREEMENT OR YOUR USE OF, OR INABILITY TO USE, THE SERVICES (INCLUDING THE WEBSITE OR APP), OR THIRD-PARTY SITES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SERVICES (INCLUDING THE WEBSITE, OR APP), AND THIRD-PARTY SITES ARE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA RESULTING THEREFROM. FURTHER, UNDER NO CIRCUMSTANCES WILL UPGRADED BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR (AND OUR SUPPLIERS’) LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT OR THE SERVICES (INCLUDING THE WEBSITE OR APP), FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE GREATER OF (A) FIFTY US DOLLARS ($50) OR (B) AMOUNTS YOU’VE PAID UPGRADED IN THE PRIOR 12 MONTHS (IF ANY). SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

This Website Terms of Use and any transactions on this Service shall be governed by and construed in accordance with the laws of the State of Delaware, without resort to its conflict of law provisions. Any controversy or claim arising out of or relating to these Terms, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association and the International Centre for Dispute Resolution and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. YOU AND WE AGREE TO WAIVE THE RIGHT TO A JURY TRIAL, AND ALSO THE RIGHT TO PROCEED IN A REPRESENTATIVE OR CLASS ACTION MANNER, AND CLAIMS WILL BE HEARD ON AN INDIVIDUAL BASIS ONLY BY A QUALIFIED ARBITRATOR. Except as may be required by law, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties.

Your access and use of Services may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance or repair of the Services or other actions that Upgraded, in its sole discretion, may elect to take. In no event, will Upgraded be liable to any party for any loss, cost, or damage that results from any scheduled or unscheduled downtime.

Your sole and exclusive remedy for any failure or non-performance of the Services, including any associated software or other materials supplied in connection with such services, shall be for Upgraded to use commercially reasonable efforts to effectuate an adjustment or repair of the applicable service.

Subject to this Section, this Agreement will remain in full force and effect while you use the Services. We may (a) suspend your rights to use the Services (including your Upgraded Account) or (b) terminate this Agreement, at any time for any reason at our sole discretion, including for any use of the Services in violation of this Agreement or if we believe you are under the age of 13. Upon termination of this Agreement, your Upgraded Account and right to access and use the Services will terminate immediately. You understand that any termination of your Upgraded Account involves deletion of your User Submissions associated therewith from our live databases. Upgraded will not have any liability whatsoever to you for any termination of this Agreement, including for termination of your Upgraded Account or deletion of your User Submissions.

The following sets forth Upgraded’s “Acceptable Use Policy”:

You agree not to use the Services to collect, upload, transmit, display, or distribute any User Submissions (a) that violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (b) that is unlawful, harassing, abusive, tortious, threatening, harmful, abusive, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive (e.g., material that promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual) or otherwise objectionable material of any kind or nature or which is harmful to minors in any way; or (c) in violation of any law, regulation, or obligations or restrictions imposed by any third party.

In addition, you agree not to use the Services to: (a) upload, transmit, or distribute any computer viruses, worms, or any software intended to damage or alter a computer system or data; (b) send unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (c) harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses, without their consent; (d)interfere with or disrupt servers or networks connected to the Services or violate the regulations, policies or procedures of such networks or otherwise interferes with our operation or provision of the Services; (e) attempt to gain unauthorized access to the Services, other computer systems or networks connected to or used together with the Services, through password mining or other means; or (f) harass or interfere with another user’s use and enjoyment of the Services.

We reserve the right (but have no obligation under this Agreement) to review any User Submissions, investigate, and/or take appropriate action against you, in our sole discretion, if you violate the Acceptable Use Policy or any other provision of this Agreement, including removing or modifying your User Submissions, suspending or terminating your Upgraded Account, and/or reporting you to law enforcement authorities. We may also remove or modify your User Submissions if it, in our sole judgment, violates the rights of, harms, or threatens the safety of any other person, violates User Submissions, above, or creates liability for us or any other person. In order to cooperate with legitimate governmental requests, subpoenas or court orders, or to protect our business and customers, we may access and disclose any information consider necessary or appropriate, including your Upgraded Account username and password, IP address and traffic information, usage history, and your User Submissions.

You are prohibited from violating the security of any system or network comprising the Service. Such violations may result in criminal and civil liability. Examples of system or network security violations include, without limitation, the following:

This Agreement (which includes the Privacy Policy and any other rules posted while using the Service) constitutes the entire agreement between you and us regarding the use of the Services. Our failure to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. The word including means including without limitation. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. This Agreement, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Upgraded’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. The terms of this Agreement shall be binding upon assignees.

Notwithstanding anything to the contrary in this Personal Conduct Policy, Upgraded reserves the right, but does not assume the obligation, to investigate any violation of this Personal Conduct Policy or any other misuse of the Service or its systems, equipment or network. Upgraded further reserves the right (each in its sole discretion) to screen, edit, modify, remove or disable access to any content that violates these provisions or that Upgraded deems objectionable. Without imitating the foregoing, and notwithstanding anything contrary in our Privacy Policy, Upgraded reserves the right to report any activity, data or persons (including the disclosure of relevant user information) to appropriate law enforcement officials, regulators, or other appropriate third parties if Upgraded suspects you have violated this Personal Conduct Policy or any law or regulation. Upgraded also may cooperate with appropriate law enforcement agencies to assist in the investigation and prosecution of any illegal conduct.

If you want to report any violations of this Personal Conduct Policy, please contact us at: hello@getupgraded.com

If you think we missed anything or you’re not sure about something within this document feel free to reach out to our team at: hello@getupgraded.com.

We encourage you to report violations of this Acceptable Use Policy to Upgraded immediately. If you have a question about whether a type of transaction may violate the Acceptable Use Policy, you can email Upgraded at: hello@getupgraded.com.