Website Terms of Use

These Website Terms of Use (the “Terms of Use”) govern your access to and use of this website (the “Site”), which is owned and operated by Upshelf Canada Inc. (“Upshelf”).

PLEASE READ THE TERMS OF USE CAREFULLY BEFORE USING THE SITE IN ANY MANNER, INCLUDING, BUT NOT LIMITED TO, VISITING OR BROWSING THE SITE OR ACCESSING OR USING SERVICES THROUGH THE SITE. IF YOU DO NOT AGREE TO THE TERMS OF USE, DO NOT ACCESS OR USE THE SITE OR ANY SUCH SERVICES. By accessing or using, or continuing to access and use, the Site or the services available through it (the “Services”), you indicate your agreement to be bound by the Terms of Use.

If you access or use Services through the Site, there are additional terms that apply, as set out in a written Services Agreement between Upshelf and you or the organization you represent (the “Agreement”). The Agreement is in addition to the Terms of Use, and in the case of any conflict or inconsistency, the Agreement will take precedence over the Terms of Use with respect to your access to and use of the Services.

You are responsible for ensuring that all persons who access or use the Site or Services on your behalf comply with all applicable terms and conditions, including the Terms of Use and, if applicable, the Agreement.

Change or Suspension

Upshelf may suspend or terminate access to and use of the Site or Services, or change the Terms of Use, at any time and from time to time, with or without notice. Upshelf may post notice of any change in the Terms of Use on the Site, but has no obligation to do so. If Upshelf posts notice of a change, such change will be effective on the date indicated in the notice. If Upshelf does not post notice of the change, or if notice is posted without indicating an effective date, the change will be effective immediately on posting. Your continued access to or use of the Site or Services after any such change becomes effective constitutes your acceptance of such change.

Your Information

You may be required to provide certain information in order to gain access to or use of certain parts of the Site or Services. All information that you provide must be accurate, current and complete. To update any information previously provided, please contact support@upshelf.ai or engage our live chat through the website. Please note that if you do not provide the requested information, you may not be able to access or use all elements of the Site or the Services.

Please see our Privacy Policy to review how we handle your personal information.

You may not establish a link to the Site without Upshelf’s express written consent.

You may not knowingly introduce any malicious code, including without limitation viruses, trojans, worms, logic bombs or other malicious or technologically harmful material. You will not attempt to gain unauthorized access to the Site or Services, the server on which the Site is stored or any server, computer or database connected to the Site. 

If you breach any of the conditions set out above, Upshelf may, in its sole and absolute discretion and without prior notice, terminate any relevant Agreement and deny you access to the Site and Services.

Intellectual Property Rights

The information and content displayed on the Site, including but not limited to text, graphics, logos, images, audio clips and software, are the property of Upshelf or its licensors, as the case may be, and are protected by copyright laws. While Upshelf invites you to browse, no content or information on the Site may be downloaded, reproduced or modified in any manner without the prior written consent of Upshelf or as otherwise expressly provided in any applicable Agreement or the Terms of Use, or on the Site.

The trademarks and logos displayed on the Site are the property of Upshelf or other parties. You are not permitted to use any of these trademarks or logos without the prior written consent of Upshelf or the relevant third party.

Access to the Service

Each individual who wishes to access the Services must be an employee or other authorized representative of an organization that is a party to a valid, current Agreement with Upshelf and must be registered on the Site. Registered users are created by the manager of the account upon signature of the contract. Any changes to users must be done through support@upshelf.ai.  

Each registered user and the organization that employs such user, or that such user otherwise represents, are responsible for the confidentiality of such user’s login credentials, including user name and password, and for all activities that occur through the use of such login credentials.

In the event of a breach of the Terms of Use by any registered user, Upshelf reserves the right to suspend or deny, in its sole and absolute discretion and without notice or liability, access to the Services to such registered user and to terminate any relevant Agreement in accordance with its terms.

Information Currency and Accuracy

Upshelf uses reasonable commercial efforts to ensure that the Services provide current and accurate information. However, Upshelf’s ability to provide the Services depends on its ability to access and extract data from the electronic commerce websites of merchants identified pursuant to the relevant Agreement. Such merchants may, at any time and from time to time, make changes to their websites that prevent Upshelf from accessing such websites or extracting data therefrom, and Upshelf has no liability for any failure to provide the Services by reason of any such change in a merchant’s website. 

No Warranties

The Site and all information and services provided on or through the Site are provided “as is”, without warranties of any kind, either express or implied. ALL WARRANTIES AND CONDITIONS, INCLUDING WITHOUT LIMITATION WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, SECURITY, ACCURACY OR CURRENCY OF INFORMATION AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED. Upshelf does not guarantee that access to or use of the Site or the Service will be uninterrupted or error-free, or that the Site or Services will be free from viruses or other malicious code.

Limitation of Liability

Upshelf’s liability for the Services is limited in accordance with the provisions of the applicable Agreement. EXCEPT AS EXPRESSLY PROVIDED IN THE AGREEMENT, IN NO EVENT WILL UPSHELF OR ITS AFFILIATES BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE SITE, THE SERVICES OR THE CONTENT AVAILABLE THROUGH THE SITE OR SERVICES, OR ANY OTHER WEBSITE THAT MAY BE ACCESSED THROUGH THE SITE. 

Upshelf is not liable for any failure or delay in performing any obligation under the Terms of Service or any Agreement that is due to causes beyond Upshelf’s reasonable control.

Links to Third Party Sites

The Site may contain links to third-party sites. These links are provided for your convenience only. Upshelf does not control these third-party sites, which you use at your own risk, and is not responsible for the contents of any third-party site, any link contained in a third-party site, or any changes or updates to third-party sites. Upshelf makes no representation, warranty or endorsement whatsoever with respect to any third-party site that you may access through the Site. The privacy policies and terms of use of third-party sites may significantly differ from those of Upshelf.  It is your responsibility to ensure that you review and satisfy yourself with respect to the privacy policy, terms of use, security and other factors relevant to your access to and use of any third-party site.

Jurisdiction

The Site originates in Canada. The Terms of Use shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. All disputes, proceedings or claims arising out of or in connection with the Site shall be submitted and be subject to the exclusive jurisdiction of the courts of the Province of Ontario.

General

No consent to or waiver of any breach of the Terms of Use will be effective or binding unless in writing and signed by the consenting or waiving party. No such written consent or waiver will constitute a consent to, waiver of or excuse for any other or subsequent breach, except as expressly stated in such written consent or waiver.  

The Terms of Use and, if applicable, the relevant Agreement constitute the entire agreement between Upshelf and you with respect to the access to and use of the Site and Services and cancel and supersede any prior understandings and agreements between Upshelf and you with respect thereto.  In the event that anyone or more provisions contained in the Terms of Use are held to be invalid, illegal or unenforceable, such invalidity, illegality or unenforceability will not affect any other provisions of the Terms of Use and the Terms of Use will be construed as if such invalid, illegal or unenforceable provision had never been contained herein.