Terms of Service

ACCEPTANCE OF THE TERMS OF USE

Welcome to our Website!  These terms of use are entered into between You and Change Up, LLC (“ChangeUp”, “we” or “us”). By accessing or using www.changeupinc.com (“Website”), and all associated sites linked to the Website, including the content, functionality, or services offered on these websites, you agree to these Terms of Use (“Terms”), as well as any privacy policies, and other notices posted on our Website.

Please read these Terms carefully before using the Website. By using the Website, you accept and agree to be bound and abide by these Terms.  IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST STOP USING THIS WEBSITE.

CHANGES TO THE TERMS

ChangeUp may revise and update these Terms at any time for any reason at our sole discretion. Changes will be posted on the Website. Your continued use of the Website means you accept changes.  You are expected to check this page each time you access this Website so you are aware of any changes (as they are binding on you). 

USER GUIDELINES

You acknowledge and agree that you are responsible for your ability to access the Website. ChangeUp does not provide you with any support in connection with our Website.

Our Website is offered and available to users who are 13 years of age or older, and reside and are physically located in the United States or any of its territories and possessions.  This Website is intended solely for business or commercial use. By using this Site for business or commercial purposes, you attest you have the authorization to do so. By using this Website, you represent and warrant that you meet all of the foregoing eligibility requirements.  If you do not meet all of these requirements, you must not access or use this Website.

We make no claims that the Website or any of its content is accessible or appropriate outside of the United States. If you access this Website from outside the United States, you do so on your own initiative and are accessing the site in compliance with local laws.

USER CONTENT

“User Content” is all information or content a user provides us while using our Website. You are solely responsible for all User Content, and submit User Content at your own risk.

You may be requested, or choose to provide, certain information using our Website. All information you provide on our Website is to be accurate and current.

INTELLECTUAL PROPERTY AND PROPRIETARY RIGHTS

The Website and its entire contents, features and functionality (including, but not limited to, all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof), are owned by ChangeUp, its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.

You must not copy, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material on our Website, except as follows:  you may print one copy of a reasonable number of pages of the Website for personal, non-commercial use and not for further reproduction, publication, or distribution; and if ChangeUp has provided social media features with certain content, you may take such actions as are enabled by such features. You must not reproduce, sell, or exploit for any purposes, any part of the Website, access to the Website, or use of the Website or any services or materials made available through the Website.

If you print, copy, modify, download or otherwise use any part of the Website, your right to use the Website will cease immediately, and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Website or any content on the Website is given or implied, and all rights not expressly granted are reserved by ChangeUp. Any use of the Website not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark and other laws.  

ChangeUp name, ChangeUp logo, and all related product and service names, designs, and slogans are trademarks of ChangeUp or its affiliates or licensors.  You must not use such marks without the prior written permission of ChangeUp.  All other trademarks appearing herein are trademarks or registered trademarks of their respective owners.  ChangeUp does not claim ownership of any third-party trademark or image contained herein.

PROHIBITED USES

You may use the Website only for lawful purposes and in accordance with these Terms.

You must not:  modify copies of any materials from this Website; use any illustrations, photographs, videos, audio sequences, or any graphics apart from the accompanying text; or delete or alter any copyright, trademark, or other proprietary rights notices from the Website. 

You agree not to use the Site:

  • In any way that violates any applicable federal, state, local and international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the U.S. or other countries);
  • For the purpose of exploiting, harming or attempting to exploit or harm others, including minors, in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise;
  • To send, knowingly receive, upload, download, use or re-use any material which does not comply with the Content Standards set out below in these Terms;
  • To transmit, or procure the sending of, any advertising or promotional material, including any “junk mail,” “chain letter,” or “spam,” or any other similar solicitation;
  • To impersonate or attempt to impersonate ChangeUp or a ChangeUp employee, another user, or person or entity (including, without limitation, the use of e-mail addresses associated with any of the foregoing); or
  • To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Website, or which, as determined by ChangeUp, may harm ChangeUp or users of the Website or expose them to liability.

Additionally, you agree not to:

  • Use the Website in any manner that could disable, overburden, damage, or impair the Website or interfere with any other party’s use of the Website, including their ability to engage in real time activities through the Website;
  • Use any robot, spider or other automatic device, process or means to access the Website for any purpose, including monitoring or copying any of the material on the Website;
  • Use any manual process to monitor or copy any of the material on the Website or for any other unauthorized purpose without our prior written consent;
  • Use any device, software or routine that interferes with the proper working of the Website;
  • Introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful;
  • Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Website, the server on which the Website is stored, or any server, computer or database connected to the Website;
  • Attack the Site via a denial-of-service attack or a distributed denial-of-service attack; or
  • Otherwise attempt to interfere with the proper working of the Website.

LINKING TO THE WEBSITE

You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of It, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement without ChangeUp’s express written consent. You must not establish a link from any website that is not owned by you. The Website must not be framed on any other site.  You agree to cooperate with us in causing any unauthorized framing or linking immediately to cease. We reserve the right to withdraw linking permission without notice.

THIRD PARTY LINKS

This Website contains links to third party sites and resources. They are provided for convenience only.  We have no control over and are not responsible for any of these third-party websites. If you decide to access any of the third-party websites, you do so entirely at your own risk and subject to the terms and conditions for such websites. 

GEOGRAPHIC RESTRICTIONS

The owner of this Website is based in the state of Ohio in the United States.  We provide this Website for use only by persons located in the United States.  We make no claims that the Website or any of its content is accessible or appropriate outside of the United States.  If you access this Website from outside of the Untied States, you do so on your own initiative and are responsible for compliance with local laws.  We make no representations, warranties, or claims regarding the Website’s compliance with EU or foreign country data security or privacy laws.  We do not desire to process personal data of people outside of the United States, and do not otherwise intend to offer goods or services outside of the United States.  You represent and warrant that neither you, nor your representatives, will provide or otherwise make available to ChangeUp personal data of an identified or identifiable person outside of the United States.  

DISCLAIMER OF WARRANTIES

You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Website will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUS OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

YOUR USE OF THE WEBSITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER CHANGEUP NOR ANY PERSON ASSOCIATED WITH CHANGEUP MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE WEBSITE.

WITHOUT LIMITING THE FOREGOING, NEITHER CHANGEUP NOR ANYONE ASSOCIATED WITH CHANGEUP REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR WEBSITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

CHANGEUP HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE. 

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

LIMITATION ON LIABILITY

IN NO EVENT WILL CHANGEUP, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE WEBSITE, ANY CONTENT ON THE SITE OR SUCH OTHER WEBSITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE. THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

INDEMNIFICATION

You agree to defend, indemnify and hold harmless ChangeUp, its affiliates and licensors and their respective officers, directors, employees, contractors, agents, licensors and suppliers from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (Including reasonable attorneys’ fees) resulting from your violation of these Terms or your use of the Website, including, without limitation, your user contributions, any use of the Website’s content, services and products other than as expressly authorized in these Terms or your use of any information obtained from the Website.

TERMINATION AND SUSPENSION

ChangeUp reserve the right to withdraw or amend this Website, and any service or material ChangeUp provides on the Website, in its sole discretion without notice. ChangeUp will not be liable if for any reason if all or any part of the Website is unavailable at any time or for any period. From time to time, ChangeUp may restrict access to any or all or some parts of the Website. ChangeUp is not responsible for any damages due to lack of information or any interruptions.

GOVERNING LAW AND JURISDICTION

All matters relating to the Website and these Terms and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Ohio without giving effect to any choice or conflict of law provision or rule (whether of the State of Ohio or any other jurisdiction).

Any legal suit, action or proceeding arising out of, or related to, these Terms or the Website shall be instituted exclusively in the federal courts of the United States or the courts of the State of Ohio in each case located in the City of Dayton and County of Montgomery although we retain the right to bring any suit, action or proceeding against you for breach of these Terms in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

WAIVER AND SEVERABILITY

No waiver of by ChangeUp of any term or condition set forth in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of ChangeUp to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.

If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect.

ENTIRE AGREEMENT

The Terms of Use and, our Privacy Policy constitute the sole and entire agreement between you and ChangeUp with respect to the Website and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Website.

CONTACT INFORMATION

2056 Byers Rd.
Miamisburg, OH  45342
Email: retail@changeupinc.com