Terms & Conditions

Introduction

Welcome to https://www.theupcycl.com/. By using our Website and System, you acknowledge that you have read and understood these terms of use (the “Terms”), which incorporate by reference our Privacy Policy, located at theupcycl.com/privacy-policy and agree to be bound by the Terms.

Please read these Terms carefully. By clicking through to signal your acceptance and using the Website and System, you represent that you have the authority to enter into these Terms on behalf of you and any person accessing the System through your account, and you shall use reasonable efforts to ensure that all of those persons will be bound by these terms. If you and those users do not want to be bound by these terms, you may not use the Website and System or the System.

These Terms are between THE UPCYCL ApS, a Danish ApS (“THE UPCYCL”), each Customer and between THE UPCYCL and each User, as the case may be. These Terms will be effective as of the date that Customer becomes a “Customer” or the User uses this Website and System, as the case may be, (the “Effective Date”).

It is your obligation to review these Terms before using the Website and System. If you do not understand or have questions about the Terms, please stop all use of the Website and System and contact us at hello@theupcycl.com.

Any changes to these Terms will be effective immediately upon our posting them to the Website and System, unless otherwise stated. We reserve the right to change the contents of the Website and System at any time, with or without notice.

These Terms apply only to the Website and System and do not apply to any Website and Systems, even those controlled by us, that are linked to the Website and System. For access to the terms of use or privacy policies of linked Website and Systems, you should refer to the policies of those Website and Systems.

If you become a customer of THE UPCYCL, these Terms and the Privacy Policy will be superseded by the terms and conditions applicable to that relationship to the extent of any conflicts between them.

Definitions

“THE UPCYCL” is a Danish ApS, who is the owner and operator of the Website and System.

“Website and System” means the Website and System located at https://www.theupcycl.com/.

“Content” means any and all material, existing or having existed on the Website and System in any fashion from any origin and in any form whether digital, electronic, posted, deleted, archived, embedded, or linked or contained in any subpage of the Website and System or existing as data, designs, text (on every page of the Website and System, whether editorial, navigational, or instructional), images, graphics (including all logos, buttons, and other graphical elements on the Website and System, including the color combinations and the page layout of the Website and System, with the exception of trademarks and intellectual property belonging to third parties), code or programming (includes both client-side code and server-side code (including compiled or interpreted code in any computer language, databases, etc.) used on the Website and System), and includes all material that we have provided on or as part of the Website and System or which any Users have submitted, posted, uploaded, or otherwise provided to the Website and System.

“Customer” means any person or entity who investigates, initiates, or completes a transaction for Services with THE UPCYCL.

“Services” and ‘Products’ means any of the products, goods, or services provided by or through THE UPCYCL, including the System.

“System” means the THE UPCYCL’s digital in connection with the Website and System.

“User” means any person or entity, as the case may be, who accesses the Website and System. As a User, you are subject to these Terms and our Privacy Policy https://theupcycl.com/terms-and-conditions and agree to abide by all terms and conditions contained in these Terms.

Usage and Access

GENERAL USE OF THIS WEBSITE AND SYSTEM

We hereby grant you a limited license to view and use the Website and System solely as an aid to properly engaging with the Website and System as a User. You may use the Website and System only in a manner consistent with your bona ﬁde personal or internal business needs.

If a Customer creates an account on the Website and System, then Customer shall ensure that all users of Customer’s account, whether or not they have separate usernames or passwords, comply with the restrictions on use and disclosure set forth in this Agreement.

Customer is responsible for, including being liable to THE UPCYCL for, (1) any person’s use of the Website and System that is authorized or permitted by Customer, including any use or conduct that violates the AUP or other requirements of these Terms applicable to Customer; and (2) any use of the Website and System through Customer’s account, whether authorized or unauthorized. Customer is responsible to, at its discretion, arrange for or establish the liability to Customer of any such person for their actions or omissions.

Customer shall use reasonable efforts to prevent unauthorized access to the Website and System, including by protecting its passwords and other log-in information. Customer shall notify THE UPCYCL promptly following Customer’s knowledge, awareness, or good-faith suspicion that Customer’s log-in information has been compromised.

Customer shall notify THE UPCYCL immediately of any known or suspected unauthorized use of the Website and System or breach of its security and shall use reasonable efforts to halt and remediate any such breach.

The Website and System and any Services are not intended for the use of children under the age of 13. Children under the age of 13 may not use or submit any information to the Website and System, and their guardians should not permit them to do so.

Individuals older than 13 but under the age of 18 may access the Website and System only under the supervision of a parent or legal guardian who agrees to be bound by these Terms and responsible for all of the User’s actions taken on the Website and System. These age restrictions are based on applicable law for the beneﬁt of such children.

RESTRICTIONS ON USE OF THE WEBSITE AND SYSTEM

Any unauthorized use by you or on your behalf, including as described in this section of these Terms, will automatically terminate the license granted by us, and you may not thereafter use the Website and System for any personal or business purpose.

Except as provided in these Terms or by the Website and System itself, you may not:

use (or plan, encourage or help others to use) the Website and System for any purpose or in any manner that is prohibited by these Terms or by applicable law;
download (other than page caching), excerpt, summarize, copy, or create derivative works from any portion of the Website and System;
gather information from the Website and System from data mining, robots, spiders, or similar extraction tools;
interfere with the proper operation of the Website and System including by attacking, hacking into, or otherwise attempting to penetrate any non-publicly accessible elements of the Website and System or its servers or network, through the use of bots, Trojan horses, Viruses, DNS attacks, or any other technology that is designed or intended to interfere with the proper operation of the Website and System or the use of the Website and System by any User;
circumvent or attempt to circumvent any security or access control technology implemented on the Website and System or its associated servers and networks;
advertise or otherwise engage in any commercial endeavor, including any pyramid, network marketing, Ponzi, or similar scheme;
impersonate or misrepresent your connection to any other entity or person or otherwise manipulate identiﬁers to disguise the origin of the content;
disrupt the normal ﬂow of communications or affect the ability of any User to use this Website and System; or
advocate illegal activity or an intention to commit an illegal act or violate any applicable local, state, national or international law.

TERMINATION OF ACCESS

Use of this Website and System is not a legal right. We reserve the right to suspend or terminate your access to the Website and System for any reason or no reason at any time, in our sole discretion without considering the potential ramiﬁcations on you and your activities.

THE UPCYCL may immediately terminate or suspend any person’s access to the Website and System, without advance notice, if THE UPCYCL believes in good faith that there has been a violation of these Terms or any other applicable agreement. THE UPCYCL shall use reasonable efforts to provide written notice to Customer as soon as practicable following any such termination or suspension of access.

Neither these Terms nor the AUP require that THE UPCYCL enforce the AUP or these Terms against Customer or any user or other person. THE UPCYCL reserves the right to take such action, or no action, as it may determine from time to time.

Information You Provide

User-Generated Content

The Website and System may allow you to post information or data in a variety of forms to dedicated sections of the Website and System, such as support forums or similar message boards. The purpose of these sections, unless otherwise specified, is to support the business of THE UPCYCL and the related needs of its Users and Customers.

“User-Generated Content” means any content created or posted by you to the Website and System.

You hereby irrevocably grant to THE UPCYCL a worldwide, perpetual, fully paid, royalty-free, non-exclusive, sub-licensable, transferable right to use, publish, broadcast, post online, and copyright (1) your name, voice, picture, portrait, and likeness (“Identity Materials”) as such Identity Materials appear in connection with the User-Generated Content and (2) the User-Generated Content in, and in connection with, advertising, marketing, and promoting THE UPCYCL, its products and services, or its events, in whole or in part, by any means, media, devices, processes, and technology, whether now known or hereafter developed. You acknowledge that THE UPCYCL may modify the User-Generated Content for formatting, navigation, integration, or other purposes, provided that THE UPCYCL uses good-faith efforts to ensure that such modiﬁcations do not materially distort such User-Generated Content.

You hereby waive and shall not enforce any conflicting rights in the User-Generated Content, including any moral rights that you may have under applicable law.

You hereby consent to the appearance and use of the Identity Materials in any advertisement, promotional media, or other media without submitting such proposed uses to you for any further approval. You hereby release THE UPCYCL from any liability to you for any distortion or illusionary effect resulting from the publication of your Identity Materials.

THE UPCYCL is not required to use any of these rights granted by you to retain these rights.

Representations - You represent to THE UPCYCL that:

You have the necessary authority to grant the rights described in these Terms;
You have created the User-Generated Content or have the necessary rights to publish the User-Generated Content to the Website and System;
You have the necessary rights and consents to publish the Identity Materials of any person appearing in your User-Generated Content;
Your grant of rights to THE UPCYCL under these Terms will not violate the rights of any third party or violate any applicable laws, including consumer protection, privacy, copyright, trademark, unfair competition, and trade laws;
The User-Generated Content does not violate any provision of these Terms, including that it does not contain any viruses or other harmful code and is not defamatory, obscene, pornographic, abusive, indecent, threatening, harassing, hateful, or oﬀensive or otherwise unlawful.
We do not assume any obligation to review or monitor the Content or other information submitted to the Website and System by third parties. We may review some, none, or all of the information submitted to the Website and System. We reserve the right to remove, edit, or reject any information submitted to the Website and System for any reason or no reason. You assume the responsibility of verifying the accuracy of any posted information through your own independent investigation.
User-Generated Content posted to the System is governed by the terms applicable to the System and a Customer’s Subscription.

‍

Submissions

Any information, materials, suggestions, ideas, or comments you send to us (each, a “Submission”) that are not User Generated Content under the Terms, are deemed non-confidential. By sending us a Submission, you hereby grant, will grant, and agree to grant us an irrevocable and unrestricted worldwide license to use, modify, reproduce, adapt, transmit, sell, license and sub-license, create derivative works from, publicly display, perform, and distribute the Submission for any purpose whatsoever (commercial or otherwise), in any form, media, or technology, whether now known or hereafter developed, alone or as part of other works, with no payment or other compensation to you. This grant includes the right to use the Submissions and any ideas, concepts, or know-how contained in the Submission for any purpose, including developing, manufacturing, distributing, or marketing products or services. THE UPCYCL may use any such Submissions without obligation.

ACCEPTABLE USE POLICY

Unacceptable Use

THE UPCYCL requires that all customers and other users of the Website and System conduct themselves with respect for others. In particular, observe the following rules in your use of the Website and System and the System:

Abusive Behavior: Do not harass, threaten, or defame any person. Do not contact any person who has requested no further contact. Do not use ethnic or religious slurs against any person or group.
Privacy: Do not violate the privacy rights of any person. Do not collect or disclose any personal address, social security number, or other personally identiﬁable information without each person’s written permission. Do not cooperate in or facilitate identity theft.
Intellectual Property: We respect the intellectual property of others, and we ask you to do the same. Do not infringe upon the copyrights, trademarks, trade secrets, or other intellectual property rights of others.
Hacking, Viruses, & Network Attacks: Do not access any computer or communications system without authorization, including the computers used to provide the Website and System. Do not attempt to penetrate or disable any security system. Do not intentionally distribute a computer virus, launch a denial-of-service attack, or in any other way attempt to interfere with the functioning of any computer, communications system, or Website and System. Do not attempt to access or otherwise interfere with the accounts of other users of the Website and System.
Violations of Law: Do not violate any law.
Customer Use Only: Your use of the Website and System is limited to your personal or internal business purposes only. Do not (1) sell, re-license, rent, lease, or provide service bureau or timeshare access to the Website and System; (2) use the Website and System to provide the same or similar services to third parties; or (3) create derivative works from, distribute, or in any way exploit the Website and System. Do not permit anyone other than your authorized users to access the Website and System, whether on a for-proﬁt, loan, gratuitous, temporary, or other basis, whether through consulting, training, or other services provided by you, or in any other manner, except with the express prior written consent of THE UPCYCL.

‍

Consequences of Violation

Violation of this acceptable use policy (this “AUP”) may lead to suspension or termination of the user’s account or the customer’s account or the initiation of legal action. In addition, the user or customer may be required to pay for the costs of investigation and remedial action related to AUP violations. THE UPCYCL reserves the right to take any other remedial action that it determines in good faith is necessary or advisable.

Reporting Unacceptable Use

THE UPCYCL requests that anyone with information about a violation of this AUP report it at hello@theupcycl.com.
Please provide the date and time (with time zone) of the violation and any identifying information regarding the violator, including email or IP (Internet Protocol) address if available, as well as details of the violation.

Disclosure

We reserve the right to cooperate with any law enforcement authorities or court orders requesting or directing us to disclose the identity of anyone posting any messages or publishing or otherwise making available any materials that are believed to violate these Terms or applicable law.

You consent to our disclosure, without your further consent or notice, of your IP address, username, name, IP location or other information as required by any subpoena issued to us by a court or from a law enforcement or government agency. We may challenge any such subpoena on legal grounds but are not required to do so.

Revisions to the AUP

THE UPCYCL may change this AUP at any time by posting a new version on this page on the Website and System. The new version will become effective on the date of such notice.

Other Information You Provide

If you choose to provide any personal information via this Website and System that is not User-Generated Content, the information will be used only for the purposes described in our Privacy Policy. We may collect or share certain information based on your usage of the Website and System, as described in, and subject to, our Privacy Policy.

To facilitate communications between you and us, this Website and System offers you the ability to contact us. Although we strive to protect and secure our online communications, and use the security measures detailed in our Privacy Policy to protect your information, you and we both acknowledge that no data transmitted over the Internet can be guaranteed to be completely secure and that no security measures are perfect or impenetrable. You agree to release us from (1) any liability to you for any unaccepted or unprocessed email instructions or requests and (2) from any loss or damage arising out of any unauthorized use by third parties of any information that you send by email. If you would like to transmit sensitive information to us, please contact us, without including the sensitive information, to arrange a more secure means of communication.

‍

Prohibited Information

Please do not send us any confidential or proprietary information or trade secrets through the Website and System. They are not protected by any conﬁdentiality agreement, and you do so at your own risk.

Information you submit through the Website and System or otherwise may not contain:

commercial speech, such as links to other Website and Systems, solicit money or offer securities, or contain any chain letters, pyramid schemes, or spam;
the intellectual property of a third party, including trade secrets, except in accordance with applicable law (that is, fair use or appropriate permission) or infringe on such IP;
material that is false or misleading or impersonates another person, or misstates or misleads as to identity, gender, or age;
material that is harmful, threatening, abusive, harassing, tortious, defamatory, obscene, invasive of another’s privacy, or otherwise unlawful;
viruses, worms, time bombs, Trojan horses, or other harmful or disruptive components or links to such items; or
any robot, spider, Website and System search/retrieval application, or other manual or automatic device or process to retrieve, index, “data mine,” or in any way reproduce or circumvent the navigational structure or presentation of the Website and System or its contents.

Intellectual Property

Rights

THE UPCYCL owns all intellectual property rights relating to the THE UPCYCL brand and other content including: copyright, trademark, service mark, trade name, trade dress, logo, patents and patentable subject matter, trade secrets, and data elements and other Content that has or provides the “look and feel” of the THE UPCYCL brand image, as well as our own Content, including the text, graphics, programming (including source and object code), photographs, video, and audio contained in the Website and System (the “Intellectual Property”). All other intellectual property not owned by THE UPCYCL is the property of its respective owner or licensee, as the case may be.

We reserve all rights to all of our Intellectual Property. Your use of the Website and System does not grant you any rights or licenses relating to the Intellectual Property, except as expressly provided for in these Terms.

You may not display, copy, modify, create derivative works of, sell, or distribute any of the Intellectual Property, or use it in any other way for public or commercial purposes except in accordance with these Terms and the intended purpose of the Website and System.

Subject to the Privacy Policy, any information, materials, suggestions, ideas, or comments you send to us (each, a “Submission”) are deemed non-conﬁdential. By sending us a Submission, you hereby grant, will grant, and agree to grant us an irrevocable and unrestricted worldwide license to use, modify, reproduce, adapt, transmit, sell, license and sub-license, create derivative works from, publicly display, perform, and distribute the Submission for any purpose whatsoever (commercial or otherwise), in any form, media, or technology, whether now known or hereafter developed, alone or as part of other works, with no payment or other compensation to you. This grant includes the right to use the Submissions and any ideas, concepts, or know-how contained in the Submission for any purpose, including developing, manufacturing, distributing, or marketing products or or services. THE UPCYCL may use any such Submissions without obligation.

‍

Third-Party Intellectual Property

We will respond to claims of copyright and trademark infringement in accordance with applicable law. We will promptly process and investigate notices of alleged infringement by third parties and will take appropriate actions under applicable law, including the Digital Millennium Copyright Act (“DMCA”), 17 U.S.C. § 512(c)(2).

‍

Reporting Infringement

Only the intellectual property rights owner may report potentially infringing items through this reporting system. If you are not the intellectual property rights owner, you should contact the intellectual property rights owner, who can choose whether to use the procedures set forth in these Terms.

If you believe that your work is the subject of copyright infringement or a trademark infringement, provide our copyright agent with the following information:

A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notiﬁcation, a representative list of such works at that site;
Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;
Information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;
A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Send the reporting information to our agent for notice of claims of copyright or trademark infringement as follows:

By email: hello@theupcycl.com
By mail: THE UPCYCL, Borggade , 8000 Aarhus C, Denmark.

Please note that for copyright infringements under Section 512(f) of the Copyright Act, any person who knowingly materially misrepresents that material or activity is infringing is subject to liability for damages.

Once a proper, bona fide notification of infringement is received by the designated agent, our policy is to:

Remove or disable access to the allegedly infringing material;
Notify the User whose material has been removed or disabled; and
For repeat, flagrant, or bad-faith offenders, remove the allegedly infringing material from the Website and System and, in our discretion, terminate such User’s access to the Website and System and the Services.

Responding to a Notice of Infringement

If after receiving a notice of infringement, you may elect to send us a counter-notice. To be effective, the notice must be in writing, provided to our designated agent, and include substantially the following (please consult your own attorney or see 17 U.S.C. §512(g)(3) to conﬁrm these requirements):

A physical or electronic signature of the User;

Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;

A statement under penalty of perjury that the User has a good-faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; and

The User's name, address, and telephone number, and a statement that the User consents to the jurisdiction of the Federal District Court for the judicial district in which the address is located, or if the user's address is outside of the United States, for any judicial district in which THE UPCYCL may be found, and that the user will accept service of process from the person who provided notiﬁcation under subsection (c)(1)(C) or an agent of such person.

Send the notice to our agent for notice of claims of copyright or trademark infringement as follows:
1. By email: hello@theupcycl.com
2. By mail: THE UPCYCL, Borggade , 8000 Aarhus C, Denmark.

Please note that under Section 512(f) of the Copyright Act, any person who knowingly materially misrepresents that material or activity was removed or disabled by mistake or misidentification is subject to liability for damages.

Terms and Conditions – Sales Terms

These terms and conditions of sale (the “Sale Terms”) are between you and THE UPCYCL , a Danish ApS (“THE UPCYCL”) and effective as of the date of your purchase transaction (the “Purchase”).

It is your obligation to review these Sale Terms before completing your Purchase. If you do not understand or have questions about the Sale Terms, please stop your Purchase and contact us at
Hello@theupcycl.com.

Sale

By completing your Purchase, you purchase from THE UPCYCL, and THE UPCYCL sells to you, the Products, subject to these Sale Terms.

Cancellations

Your ability to cancel the Purchase depends on the specific details of your Purchase. Some Purchases may not be able to be canceled. To cancel, please cancel by signing into your account or contacting us at
Hello@theupcycl.com.

‍

Payments

You shall pay the purchase price for the Products, plus all applicable sales taxes, shipping and handling fees, and other applicable fees or charges that have been disclosed to you in connection with the Purchase during the checkout process.

If you are exempt from sales taxes, or the Purchase is otherwise exempt from sales taxes, you must provide THE UPCYCL with appropriate documentation, and THE UPCYCL shall use reasonable efforts to avoid collecting sales taxes from you.

‍

Shipping fees

Your Purchase is subject to the shipping fees set forth in your order during the checkout process or as agreed upon via mail.
Additional shipping fees may apply if you are unable to accept delivery or refuse delivery, or if the shipping address is incorrect. THE UPCYCL cannot calculate such potential additional fees in advance for every situation.

We will charge your method of payment as disclosed to you and agreed to by you during the Checkout Process.

Warranty

The Products have a no warranty for defects in materials or workmanship. If you have a warranty claim or you are otherwise dissatisfied with the Products for something not covered by the warranty, please contact us at Hello@theupcycl.com, and we’ll see what we can do to help you.

If your Products are damaged at the time of delivery, we will repair or replace them free of additional charge. Please contact us at Hello@theupcycl.com, and we will coordinate the return and repair/replacement process with you.

If, however, risk of loss transferred to you before shipping, then you will be responsible for arranging compensation for damages with the shipping company. THE UPCYCL shall use reasonable efforts to assist you in proving that the Products were not damaged when transferred to the shipping company.

Defective

If the Products are defective and still within the warranty period, we will repair or replace them free of charge.

The Customer will pay the shipping costs to return a defective product. Please contact us at Hello@theupcycl.com, and we will coordinate the return and repair/replacement process with you.

Wrong item

If you received one or more incorrect items instead of the Products, we will replace them free of additional charge.
Please contact us at Hello@theupcycl.com, and we will coordinate the return and replacement process with you.

Custom or personalized products may not be returned unless they are damaged or defective.
Products not returned in like-new condition may be subject to an adjustment in the applicable refund amount for wear and tear.

Products not returned in their original packaging, if applicable, may be subject to an adjustment in the applicable refund amount for repackaging.

The customer will pay shipping for a non-warranty return or exchange.

‍

Subscription and Membership Terms

Ownership

Ownership of Customer-Furnished Items

The Customer hereby grants to THE UPCYCL a limited, worldwide, non-transferable, non-exclusive license to use the Customer-Furnished Items as may be reasonably necessary or advisable to perform THE UPCYCL’s obligations under these Terms.

“Customer-Furnished Items” means the information and data that (1) is owned or controlled by the Customer and (2) is furnished by the Customer to THE UPCYCL for use in connection with the Customer’s use of the System.

The Customer acknowledges that THE UPCYCL may have to retransmit and republish some Customer-Furnished Items to third parties, solely as desired by the Customer, for certain features of the System, now or in the future, to function as intended. The Customer acknowledges that it is the Customer’s responsibility to determine what safeguards or restrictions the Customers wants to place on third parties regarding the use of Customer-Furnished Items.

Ownership of Inventions

The Customer acknowledges that THE UPCYCL’s performance of its obligations under these Terms may result in THE UPCYCL or its aﬃliates developing, creating, or using pre-existing, computer programs, software, concepts, methods, processes, including the System, and any improvements, modiﬁcations or enhancements made to any of the foregoing items (“Inventions”). THE UPCYCL will retain all rights in the Inventions, including all Intellectual Property Rights, and the Customer hereby disclaims and waives any rights in any Invention in connection with these Terms.

Subscription

By going through the Checkout Process for memberships, the Customer will subscribe for, and THE UPCYCL will agree to provide, access to those features and functions delivered through the System (the “Subscription”).

The System oﬀers the following subscription tiers:

MINI--, MIDI-, MAXI- Demand and Supplier

Current pricing for these tiers is available at www.theupcycl.com. Pricing is subject to change at any time. Price changes for subscriptions will become eﬀective immediately before the next renewal.

If the Customer has subscribed for a subscription duration that includes a renewal feature, Customer’s subscription will renew automatically each period, subject to Customer’s payment for such renewed subscription. Customer's subscription will renew on the anniversary of the subscription date. If the Customer wishes to cancel renewal of a subscription, the Customer must complete the cancellation before the renewal date of that subscription.

Additional Terms

The Customer acknowledges the System will be (1) hosted in a shared environment on which the data of other customers and users may be stored, and (2) made available to the Customer at www.theupcycl.com. THE UPCYCL shall use reasonable eﬀorts to make the System available online to the Customer in a continuous manner (except as set forth in these Terms), to correct services outages in a timely manner, and to minimize periods during which the System cannot be accessed by Customer as a result of circumstances under THE UPCYCL’s control (such as planned maintenance, upgrades, and updates), consistent with standard industry practices and subject to system security requirements.

Limited Reliance The System is provided solely for the Customer’s beneﬁt, and THE UPCYCL does not intend for any person or entity other than the Customer to rely on the System as provided to the Customer. The Customer shall not disclose the System to any person or entity except to: (1) the Customer’s employees, and (2) independent contractors of the Customer provided that such contractors access the System solely for the purpose of their providing services to the Customer relating to the subject matter of these Terms (such employees and contractors, the “Authorized Users”). The Customer shall ensure that all Authorized Users comply with the restrictions on use and disclosure set forth in these Terms, and the Customer will be liable to THE UPCYCL for any non-compliance by any Authorized User. THE UPCYCL may immediately terminate or suspend an Authorized User’s access to the System if THE UPCYCL believes in good faith that there has been a violation of these Terms. THE UPCYCL shall provide written notice to the Customer promptly following any such termination or suspension of access.

Updates

THE UPCYCL may provide Updates, modiﬁcations, or enhancements to the System. Any such Updates, modiﬁcations, or enhancements will be provided to the Customer as and when they are commercially released. “Update” means a set of procedures or new program code implemented by THE UPCYCL (1) to correct errors or implement bug ﬁxes in the System, (2) to allow the System to continue to function under supported versions of an applicable operating system or related software such as web browsers, or under a newly available operating system, or (3) that includes modiﬁcations and enhancements to improve functioning of the System, which may include elimination of features previously provided.

Usage

Customer Responsibilities

The Customer shall be solely responsible for, and THE UPCYCL will not be liable for (1) the performance of its personnel and agents; (2) the accuracy and completeness of all Customer-Furnished Items; (3) maintaining all software, hardware, and other equipment used by the Customer to access and use the System; (4) securing and maintaining all rights required for use of any Customer-Furnished Items in connection with the System, and (5) obtaining and providing the Customer-Furnished Items in accordance with all applicable laws.

Payment

The use of the System is provided to the Customer at the fees and for the periods selected by the Customer during the signup and Checkout Process on the Website. The Customer shall make payments consistent with such selections. Unless otherwise stated during the Checkout Process, fees for Subscriptions do not include applicable sales taxes or similar charges.

Payment Failure If the Customer’s payment method becomes unavailable, THE UPCYCL will use good-faith eﬀorts to obtain updated payment information from the Customer. If THE UPCYCL is unable to obtain updated payment information from the Customer, THE UPCYCL may terminate the Customer’s subscription for breach of the payment obligation.

Cancellation

The Customer may cancel a Subscription at any time while the Subscription is active by giving timely notice of non-renewal. The Subscription will continue until its expiration and the Customer will have access to the System for the remainder of the Subscription period. Fees for canceled Subscriptions are not refundable.

Term

Termination

These Terms will become effective on the Effective Date and will remain in effect until terminated according to their terms. Either party is entitled to terminate their agreement to these Terms on account of the other party’s material breach upon three (3) days’ prior written notice, provided that the breaching party has not cured the breach within that period. Upon termination of these Terms for any reason, the Customer’s subscription to the System will immediately terminate, and the Customer will have no further access to the System. Once the Terms are terminated, THE UPCYCL will have no responsibility to host any Customer-Furnished Items under these Terms. The Customer should retain copies of all Customer-Furnished Items posted to the System. THE UPCYCL shall use good-faith efforts to advise the Customer from time to time if backup, download, or other data access services are available for free or for a fee.

Confidentiality; Data Protection; Cooperation.

Confidentiality

To the extent that, in connection with these Terms, either THE UPCYCL or the Customer (each, a “Receiving Party”) comes into possession of any Conﬁdential Information of the other (a “Disclosing Party”), the Receiving Party shall not disclose such information to any third party without the Disclosing Party’s consent, using at least the same degree of care as the Receiving Party employs in maintaining the conﬁdence of its own Conﬁdential Information of a similar nature, but in no event less than a reasonable degree of care. “Conﬁdential Information” means all non-public information that should reasonably be understood by the Receiving Party, because of legends or other markings, the circumstances of disclosure, or the nature of the information itself, to be proprietary and conﬁdential to the Disclosing Party, including information relating to the Disclosing Party’s business, properties, methods of operation, software, trade secrets, inventions, discoveries, know-how, and other intellectual property and speciﬁcally includes the Service and each Project. “Conﬁdential Information” includes these Terms. Conﬁdential Information may be disclosed in written or other tangible form (including as recorded on magnetic, optical or other storage media) or by electronic, oral, visual or other means.

Limited Use

The Receiving Party shall use the Conﬁdential Information only in connection with the performance of its obligations and the enforcement of its rights under these Terms. The Disclosing Party hereby consents to the Receiving Party’s disclosure of such Conﬁdential Information (1) as expressly permitted by these Terms, (2) to contractors, whether located within or outside of the United States, that are performing services in connection with these Terms and that have agreed in writing to be bound by conﬁdentiality obligations similar to those in these Terms, (3) as may be required by law, regulation, judicial or administrative process, or in connection with litigation pertaining to these Terms, or (4) to the extent such information (A) is or becomes publicly available other than as the result of a disclosure in breach of these Terms, (B) becomes available to the Receiving Party on a non-conﬁdential basis from a source that the Receiving Party believes is not prohibited from disclosing such information, (C) is already known by the Receiving Party without any obligation of conﬁdentiality with respect to it, or (D) is developed by the Receiving Party independent of any disclosures of such information by the Disclosing Party.

Limited Support THE UPCYCL will provide maintenance support to the Customer to provide a means (1) for answering the Customer's questions concerning use of the System; and (2) for providing assistance in solving problems encountered in the Customer's use of the System. The Customer may contact THE UPCYCL for end-user support at hello@theupcycl.com.

Disclaimers and Limitations

Your consent and agreement to the following disclaimers and limitations is a material inducement for us to permit you to access the Website and System or use the Services.

Disclaimers

Each Visitor acknowledges that its consent and agreement to the following disclaimers and limitations is a material inducement for THE UPCYCL to permit the Visitor to access the Website or use the System.

THE WEBSITE AND SYSTEM AND ITS CONTENT, INCLUDING ALL PRODUCTS OR SERVICES FROM THE UPCYCL, ARE PROVIDED “AS IS” AND WITHOUT ANY WARRANTY. THE UPCYCL DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES TO THE MAXIMUM EXTENT PERMITTED BY LAW, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR PARTICULAR PURPOSE.

THE UPCYCL DISCLAIMS THE APPLICABILITY OF ANY EXPRESS OR IMPLIED WARRANTIES SET FORTH ON THIS WEBSITE AND SYSTEM TO ANY CUSTOMER TRANSACTION AND MAKES ONLY THOSE WARRANTIES THAT MAY BE SET FORTH IN THE TERMS AND CONDITIONS APPLICABLE TO A CUSTOMER TRANSACTION.

THE UPCYCL DISCLAIMS ANY LIABILITY ARISING OUT OF OR RELATED TO YOUR USE OF THIS WEBSITE AND SYSTEM IF THE OFFER OR SALE OF ANY PRODUCT OR SERVICE OFFERED THROUGH THIS WEBSITE AND SYSTEM IS ILLEGAL IN YOUR JURISDICTION. THE MATERIALS ON THE WEBSITE OR THE SYSTEM MAY NOT BE APPROPRIATE OR AVAILABLE FOR USE IN A VISITOR’S LOCATION. VISITORS WHO CHOOSE TO ACCESS THE WEBSITE OR THE SYSTEM DO SO ON THEIR OWN INITIATIVE AND AT THEIR OWN RISK AND ARE RESPONSIBLE FOR COMPLIANCE WITH LOCAL LAWS, RULES, AND REGULATIONS APPLICABLE TO THEM. THE UPCYCL MAY LIMIT THE WEBSITE'S OR THE SYSTEM'S AVAILABILITY, IN WHOLE OR IN PART, TO ANY PERSON, GEOGRAPHIC AREA, OR JURISDICTION. THE UPCYCL DISCLAIMS ANY LIABILITY ARISING OUT OF OR RELATED TO A VISITOR’S USE OF THIS WEBSITE OR THE SYSTEM IF THE OﬀER OR SALE OF ANY PRODUCT OR SERVICE OR SYSTEM OﬀERED THROUGH THE WEBSITE IS ILLEGAL IN THE VISITOR’S JURISDICTION.

THE UPCYCL DOES NOT WARRANT THAT THE CONTENT, FUNCTIONS, OR SERVICES CONTAINED IN OR ACCESSED THROUGH THE WEBSITE AND SYSTEM WILL BE UNINTERRUPTED, ACCURATE, RELIABLE, OR ERROR-FREE. YOU, AND NOT THE UPCYCL, ASSUME THE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION IF THERE IS ANY LOSS OR DAMAGE ARISING FROM OR IN CONNECTION WITH THE USE OF THE WEBSITE AND SYSTEM, ITS CONTENT, OR ANY SERVICES. THE UPCYCL DOES NOT WARRANT OR MAKE ANY REPRESENTATION REGARDING THE USE OF THE WEBSITE AND SYSTEM OR THE RESULTS OF ITS USE RELATED TO ACCURACY, RELIABILITY, OR OTHERWISE. THE WEBSITE AND SYSTEM MAY INCLUDE ERRORS (INCLUDING TECHNICAL OR TYPOGRAPHICAL ERRORS), AND WE MAY MAKE CHANGES TO THE WEBSITE AND SYSTEM AT ANY TIME, WITH OR WITHOUT NOTICE.

NEITHER THE UPCYCL NOR ANY OTHER PERSON OR ENTITY ASSOCIATED WITH THE DESIGN OR MAINTENANCE OF THE WEBSITE AND SYSTEM WILL BE HELD LIABLE OR RESPONSIBLE IN ANY WAY FOR ANY DAMAGE, LOSS, INJURY, OR MALFUNCTION ASSOCIATED WITH YOUR USE OF THIS WEBSITE AND SYSTEM OR THE SERVICES.

Viruses THE UPCYCL does not assume any responsibility or risk for a Visitor’s use of the Internet and the myriad of risks it presents. THE UPCYCL can not and does not guarantee that the materials contained on this Website or in the System will be free of viruses, worms, or other code or related hazards that may have destructive properties (collectively, “Viruses”). Each Visitor is responsible to ensure that it has suﬃcient procedures, ﬁrewalls, checkpoints, and safeguards within its computer system to satisfy its particular requirements to protect against Viruses.

Information Monitoring and Updates.
THE UPCYCL attempts to ensure that information on the Website is complete, accurate, and current. Despite THE UPCYCL’s eﬀorts, the information on this Website may be inaccurate, incomplete, or out of date, and THE UPCYCL makes no representation to any Visitor about the completeness, accuracy, or timeliness of any information on the Website, such as information about the nature or characteristics of any services THE UPCYCL provides, including pricing or terms of sale.
While this Website facilitates transactions between Customers and THE UPCYCL, not all terms of those transactions are available to Users of the Website who are not attempting to complete such a transaction. Any terms oﬀered or described on this Website from time to time may be diﬀerent from those available at any given time to any Customer or prospective Customer.

Third Parties and Third-Party Websites
The Website may contain links to other websites for the convenience and information of Visitors. Links may be contained on pages, or in blog posts, emails from THE UPCYCL, or newsletters THE UPCYCL may make available from time to time.

Such links may be to advertisers, merchandise retailers, payment processors, content providers, social media or other companies who may use THE UPCYCL’s logo or style as a result of a co-branding agreement. These websites may be operated by companies that are not aﬃliated with THE UPCYCL and may have diﬀerent privacy policies and terms of use. Notwithstanding the presentation of, or links to, any third-party information or website on the Website, such presentation is not an endorsement, guarantee, representation, or warranty, either express or implied, by THE UPCYCL on behalf of any third party. THE UPCYCL does not control the content that appears on these websites or their privacy practices.

THE UPCYCL hereby disclaims any liability or responsibility for the content, subject matter, or substance of any information accessed or obtained from third-party websites accessed from or via the Website. Accessing third-party websites from the Website is therefore done at each Visitor’s own risk.

These Terms apply only to the Website and do not apply to any websites, even those controlled by us, that are linked to the Website. For access to the terms of use or privacy policies of linked websites, a Visitor should refer to the policies of those websites.

14.3 Limitation of Liability.

(a) No party to these terms, its contractors, or their respective personnel will be liable to another party for any claims, losses, or liabilities relating to these Terms (“Claims”) for an aggregate amount in excess of the fees paid by the Customer to THE UPCYCL during the 12-month period immediately preceding the date on which the initial act or omission giving rise to the liability ﬁrst occurred.

IN NO EVENT WILL THE UPCYCL, ITS AFFILIATES, OR THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, OR AGENTS BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, PUNITIVE, INDIRECT, OR SPECIAL DAMAGES, (INCLUDING LOST PROFITS) WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE UPCYCL IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE LIMITATIONS SET FORTH IN THIS SECTION MAY NOT APPLY TO YOU. IF THE FOREGOING LIMITATIONS ARE HELD INAPPLICABLE OR UNENFORCEABLE FOR ANY REASON, AND IF THE UPCYCL IS HELD RESPONSIBLE BY ANY COURT, THEN THE MAXIMUM LIABILITY OF THE UPCYCL TO YOU FOR ANY TYPE OF DAMAGES WILL BE LIMITED TO THE AMOUNT YOU PAID THE UPCYCL FOR GOODS OR SERVICES.

The provisions of this Section do not apply to (1) any Claim for which one party has an express obligation to indemnify the other under these Terms, (2) a breach of Subscription or Conﬁdentiality, (3) any amounts owed by the Customer to THE UPCYCL for the Fees provided for under these Terms, or (4) the extent resulting from a party’s bad faith or intentional misconduct. In circumstances in which any limitation on damages or indemniﬁcation provision under these Terms is unavailable, the parties shall ensure that the aggregate liability of each party, its contractors, and their respective personnel for any Claim does not exceed an amount that is proportional to the relative fault that such party’s conduct bears to all other conduct giving rise to the Claim.

Limited Warranties. THE UPCYCL warrants that (1) the execution, delivery and performance of these Terms by THE UPCYCL will not conﬂict with, breach, or cause a default under, any material contract with any third party; and (2) it has the right to provide a subscription for the System.

Time Limit for Bringing Actions. Any action, regardless of form, arising under or relating to these Terms must be brought not later than one (1) year after the cause of action has accrued, except that an action for non-payment must be brought not later than two (2) years after the due date of the last payment owed to the party bringing the action.

(Conﬁdentiality), (3) any amounts owed by the Customer to THE UPCYCL for the Fees provided for under these Terms, or (4) the extent resulting from a party’s bad faith or intentional misconduct. In circumstances in which any limitation on damages or indemniﬁcation provision under these Terms is unavailable, the parties shall ensure that the aggregate liability of each party, its contractors, and their respective personnel for any Claim does not exceed an amount that is proportional to the relative fault that such party’s conduct bears to all other conduct giving rise to the Claim.

Disputes

Release

You, on behalf of your successors and assigns or heirs and personal representatives, as the case may be, hereby irrevocably and fully release THE UPCYCL, its aﬃliates, and their respective oﬃcers, directors, managers, agents, employees, and contractors from and against any and all suits, claims, actions, causes of action, arbitration, liabilities, obligations, damages, losses, penalties or ﬁnes known or unknown, arising out of or in connection with information or Submissions provided by third parties to, through, or in connection with the Website and System or Services.

Indemniﬁcation
You shall indemnify, defend and hold harmless THE UPCYCL, its aﬃliates, and their respective oﬃcers, directors, managers, agents, employees, and contractors from any losses or liabilities including reasonable attorneys’ fees and costs of suit, arising out of any claims, actions, demands, liabilities, and settlements, including third-party claims and causes of action, arising out of or related to any one or more of the following: (1) your use of the Website and System or the Services; (2) information, including Submissions, that you submit, transmit, or otherwise make available via the Website and System; (3) your breach of these Terms; (4) your use of the intellectual property of a third party; (5) any investigations of or involving you or your conduct by THE UPCYCL, law enforcement, or governmental authorities; (6) your violation of any applicable law; (7) User-Generated Content submitted by you; (8) any use of your account or credentials to the extent not resulting from our negligence; and (9) your use of this Website and System to investigate, initiate, or complete a customer transaction, if the oﬀer or sale of any products, good, or services oﬀered through this Website and System is illegal in any jurisdiction to which you are subject.

Deﬁnitions
(a) “Company Indemnitees” means any one or more of THE UPCYCL, its directors, oﬃcers, equity holders, employees, agents, and aﬃliates.
(b) “Indemniﬁable Losses” means losses and liabilities, including reasonably incurred legal fees, expenses, and costs of court, arbitration, and mediation.

Customer Indemniﬁcation Obligations The Customer shall indemnify the Company Indemnitees against all Indemniﬁable Losses arising out of or related to any claims asserted by a third party arising out of (1) any intentional misconduct or negligent act or omission of the Customer, (2) any violation by the Customer, its Authorized Users, or its representatives of any applicable law; (3) material or information created or provided by the Customer, including any Indemniﬁable Losses arising from the actual or alleged infringement by the Customer of any third-party intellectual property right pertaining to such material or information; (4) any investigations of or involving the Customer or the Customer’s conduct by THE UPCYCL, law enforcement, or governmental authorities; or (5) User-Generated

User Indemniﬁcation Obligations
Each User shall indemnify the Company Indemnitees against all Indemniﬁable Losses or liabilities arising out of or related to any claims, including third-party claims and causes of action, arising out of or related to any one or more of the following: (1) any intentional misconduct or negligent act or omission of the User related to the Website or the System, (2) the User’s breach of these Terms; (3) material or information created or provided by the User, including any Indemniﬁable Losses arising from the actual or alleged infringement by the User of any third-party intellectual property right pertaining to such material or information; (5) any investigations of or involving the User or the User’s conduct by THE UPCYCL, law enforcement, or governmental authorities; (6) the User’s violation of any applicable law; (7) User-Generated Content submitted by the User; (8) any use of the User’s account or credentials to the extent not resulting from the Company’s negligence; and (9) the User’s use of this Website to investigate, initiate, or complete a subscription transaction, if the oﬀer or sale of any products, services, or the System oﬀered through the Website is illegal in any jurisdiction to which the User is subject.

Indemniﬁcation Procedures THE UPCYCL shall use reasonable eﬀorts to provide the Customer or User, as the case may be, with prompt written notice of any claim for which indemniﬁcation is sought under these Terms and shall reasonably cooperate with the Customer or User, as the case may be, in connection with any such claim. THE UPCYCL will be entitled to control the handling of any such claim with counsel of its own choosing and to defend or settle any such claim, provided, however, that THE UPCYCL shall not enter into any settlement that would require the Customer or User, as the case may be, to admit to any liability or to take or refrain from taking any action, without such person’s prior written consent.

Notices
Any notice required or permitted to be given under these Terms must be in writing. Notice will be deemed given (1) upon receipt when delivered personally or sent by a reputable commercial overnight courier, or (2) ﬁve (5) business days following mailing by registered or certiﬁed United States mail, return receipt requested, postage prepaid, and addressed to THE UPCYCL at its address set forth below or to the Customer or User, as the case may be, at the address provided by the Customer or User, as the case may be, on its account information page.

Company:
Name: THE UPCYCL ApS
Address: Borggade 4, 8000 Aarhus, Denmark
Attn: Rikke Ullersted

Dispute Resolution.

Governing Law. Danish law governs your use of the Website and System, the Services, and all disputes, claims, actions, suits, or other proceedings arising out of or related to the Website and System, the Services, these Terms, or the Privacy Policy.

Dispute Resolution. The parties shall ﬁrst use good-faith eﬀorts to attempt to resolve any dispute, claim, or controversy arising out of or relating to the Website and System, the Services, these Terms, or the Privacy Policy by negotiation before bringing any action, other than an action for preliminary injunctive relief.

Venue. Any mediation, dispute or court proceeding based on or arising out of the Website and System, the Services, these Terms, or the Privacy Policy must be brought in the state or federal courts sitting in Denmark. 
Jurisdiction. You and THE UPCYCL hereby irrevocably consent to the personal jurisdiction by such courts. You and THE UPCYCL represent that such courts are a convenient forum.

Time period for bringing claims. Regardless of any statute or law to the contrary, any claim under these Terms or Privacy Policy must be brought within one (1) year after the cause of action arises, or such claim will be forever barred and deemed released.

Fees and costs. The prevailing party in any action or proceeding under these Terms will be entitled to recover legal fees and other costs reasonably incurred in that action or proceeding, in addition to any other relief to which the party may be entitled.

Assignment. THE UPCYCL may assign these Terms or the Checkout Terms and may delegate any of its obligations.

17. Additional Provisions

17.1 Force Majeure. Neither party will be liable to the other party for damages arising out of delays or failures to perform under these Terms to the extent that any such delays or failures result from any cause beyond the reasonable control of the aﬀected party, such as ﬁre, earthquake, explosion, casualty, strike, war, riot, civil disturbance, act of God, any reasonably unforeseeable change in state or national law, decree, or ordinance, or any executive or judicial order, provided that the aﬀected party promptly informs the other of all relevant information.

17.2 Independent Contractor. Each of THE UPCYCL and the Customer or the User, as the case may be, is an independent contractor and no party is, nor will be considered to be, nor shall purport to act as, another’s agent, partner, ﬁduciary, joint venturer, or representative.

17.3 Assignment. The Customer may not assign any of its rights or obligations under these Terms (including interests or claims relating to these Terms) without the prior written consent of THE UPCYCL. A party may assign these Terms to any aﬃliate or subsidiary, without consent, upon prior written notice to the other party. THE UPCYCL may assign these Terms to any acquirer of all or substantially all of its assets.

Entire Agreement. These Terms and the selections made by the Customer during the Checkout Process, if applicable, together with the Privacy Policy, constitute the entire agreement between you and THE UPCYCL governing the Website and System or Services and supersede any prior agreements or understandings, oral or written, between you and THE UPCYCL with respect to the Website and System or the Services. Each of us represents to the other that we are not relying on any representations or promises not set forth in these Terms or the Privacy Policy. You also may be subject to additional contractual terms that may apply if you use or purchase certain Services of THE UPCYCL and enter into a separate agreement.

Severability. If any provision of these Terms is found unenforceable, the provision will not aﬀect any other provision, but party is, nor will be considered to be, nor shall purport to act as, another’s agent, partner, ﬁduciary, joint venturer, or representative. If any provision of these Terms or Privacy Policy is found by a court to be unenforceable for any reason, it will not aﬀect any other provision, and these Terms or Privacy Policy will be construed without regard to the unenforceable provision.

Waivers; Amendments. No delay or omission by a party in enforcing its rights or remedies under these Terms will impair such right or remedy or be deemed to be a waiver of the rights or remedies. No waiver of any right or remedy under these Terms with respect to any occurrence or event on one occasion will be deemed a waiver of such right or remedy with respect to such occurrence or event on any other occasion. No amendment or waiver of these Terms by a Visitor will be valid unless in writing and signed by both parties, provided, however, that THE UPCYCL may unilaterally amend these Terms in good faith. The failure of THE UPCYCL to enforce any right in these Terms or the Privacy Policy will not constitute a waiver of any right or provision.

Section Headings. The section headings contained in these Terms are for convenience of reference only and are not intended to aﬀect the meaning or interpretation of these Terms.

Governing Law; Jurisdiction; Venue. These Terms are governed by the laws of Denmark. A party must bring and maintain any action arising out of these Terms exclusively in any state or federal court located in Denmark. Each party hereby expressly consents to the personal jurisdiction of such courts for the purposes of any such action. Each party hereby represents to the other that such courts are a convenient forum. The materials on the Website and System may not be appropriate or available for use in your location. Persons who choose to access the Website and System do so on their own initiative and at their own risk and are responsible for compliance with local laws, rules, and regulations applicable to them. THE UPCYCL may limit the Website and System's availability, in whole or in part, to any person, geographic area, or jurisdiction.

Relationship. These Terms do not create any partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between the parties.

Assignment. THE UPCYCL may assign these Terms or Privacy Policy and delegate any of its obligations.

Updated: October 30, 2023

‍