1. Modification. We reserve the right, at our discretion, to modify this Agreement at any time. Such modification will be effective ten (10) days following posting of the revised Agreement at each Service, and your continued use of any Service thereafter means that you accept those modifications.
2. Ability to Accept. Service is only intended for individuals aged eighteen (18) years or older. If you are under 18 years please do not visit or use the Service, unless you review this Agreement with your parent or guardian before visiting or using the Service to make sure that you and your parent or guardian understand this Agreement and agrees to them.
3. Service Access. For such time as this Agreement is in effect, we hereby grant you a personal, limited, non-exclusive, non-assignable, non-sublicensable, revocable right to access and use each applicable Service solely for your own personal and non-commercial use, and provided that you comply with this Agreement. Except for the foregoing right, YuGO does not grant you any right or licenses to any of YuGO’s or third party’s Intellectual Property Rights (as defined below).
5. Restrictions. As a condition to your right to access and use any of our Services, you shall not (and shall not permit or encourage any third party to) do any of the following: (a) copy or reproduce any Service; (b) sell, assign, lease, lend, rent, distribute, or make available any Service to any third party, or otherwise offer or use any Service in a time-sharing, outsourcing, or service bureau environment; (c) modify, alter, adapt, arrange, translate, decompile, disassemble, reverse engineer, decrypt, or otherwise attempt to discover the source code or non-literal aspects (such as the underlying ideas, algorithms, structure, sequence, organization, and interfaces) of, any Service; (d) remove, alter, or conceal, in whole or in part, any copyright, trademark, or other proprietary rights notice or legend displayed or contained on or in any Service; (e) circumvent, disable or otherwise interfere with security-related or technical features or protocols of any Service; (f) make a derivative work of the Service, or use any Service to develop any service or product that is the same as (or substantially similar to or competitive with) any Service; (g) publish or transmit any robot, virus, malware, Trojan horse, spyware, or similar malicious item intended (or that has the potential) to damage or disrupt any Service; (i) take any action that imposes or may impose (at YuGO’s sole discretion) an unreasonable or disproportionately large load on any Service infrastructure, or otherwise interfere (or attempt to interfere) with the integrity or proper working of any Service; and/or (j) use any Service to infringe, misappropriate or violate any third party’s Intellectual Property Rights (as defined below), or any law.
6. Payments to YuGO. Your right to access and use our Services is currently for free, but YuGO may in the future charge a fee for certain access or usage. You will not be charged for any such access or use of any Service unless you first agree to such charges, but please be aware that any failure to pay applicable charges may result in you not having access to some or all of our Services.
7. Linking. YuGO permits you to link to any Service provided that: (i) you link to (but do not replicate) any page/part on such Service; (ii) the hyperlink text shall accurately describe the Content as it appears on such Service; (iii) you shall not misrepresent your relationship with YuGO or present any false information aboutYuGO, and shall not imply in any way that we are endorsing you or any services or products, unless we have given you our express prior consent to do so; (iv) you shall not link from a website or any other platform which prohibites linking to third parties; (v) the website and/or platform from which you link to our Service does not contain content that (a) is offensive or controversial (both at our discretion), or (b) infringes any Intellectual Property Rights; and/or (vi) you, and your website and/or platform, comply with this Agreement and applicable law.
8. Orders and YuGO Cancellations
8.1. Passage of Title. Title for goods purchased via any of our Serivces passes from us to you (or anyone designated by you as the receipient of such goods) at the time that goods are delivered to the designee.
8.2. Order Approval and Cancellation. After you place any order as part of your use of any of our Services, you will receive an order confirmation message using the contact information provided by you. Receipt of an order confirmation message from us only confirms that your order request has been received and does not approve the shipment of such order and/or the acceptance of such order. Your orders are not accepted by us until the time they have been processed and approved by us by sending you a message notifying the your order has been shipped by us. We are not obligated to complete your order, and reserve the right to cancel products and/or goods ordered by you for any reason at any time and we reserve the right to notify you at any time before delivery of the unavailability of the particular products and/or goods ordered. Your sole remedy in such cases will be the full refund of any funds that we have collected in reference to the canceled products and/or goods.
8.3. If we experience difficulties in supplying certain products and/or goods we may need to substitute them with alternative products and/or goods of equal or better standard and value. We will try to contact you to let you know if we intend to do this but this may not always be possible. You may refuse to accept such substitutes, in which case we will offer you a refund or a replacement and let you know how long such an offer remains open for.
8.4. Faulty Products and/or Goods. Applicable law may give you certain legal rights if any of our products and/or goods are faulty, and you may have rights relating to refunds and to have such products and/or goods repaired or replaced if realistically possible. If you experience any defect in the products and/or goods received by you, please contact us by using our contact information listed on the relevany Service used by you to purchase such products and/or goods.
8.5. Packaging. The packaging of the products and/or goods may vary from that shown on our Serivces.
8.6. Availability of Products and Goods. The stock availability on any of our Serivces is listed “as is” and is subject to change. Products and/or goods may go out of stock before we are able to post a notification on the relevant Service. If this happens, we will contact you directly to discuss possible options. From time to time some of our products and/or goods are discontinued or not available. We reserve the right to discontinue any product and/or goods at such time as considered necessary. In the event you have placed an order of any of our product and/or goods which are discontinued or obsolete and such order was confirmed by us, you shall be entitled to a replacement of the discontinued product with one of equal value at no additional cost. Product that has previously been available on one or more of our Services is subject to removal at any time by our sole discretion.
8.7. Prices and Product Information. Information regarding any products and/or goods sold via our Services, including prices, may be inaccurately displayed on any Service due to system or typographical errors. While we make every attempt to avoid these errors, they may occur. We reserve the right to correct any and all errors when they do occur, and we do not honor inaccurate or erroneous prices. If a product and/or goods’ listed price is lower than its actual price, we will, at our discretion, either contact you for instructions before shipping the product or cancel the order and notify you of such cancellation. If the order has been shipped, you agree to either return the product or pay the difference between the actual and charged prices. Our prices are also subject to change without notice. We do not negotiate prices on our products and all our prices are final. Unless otherwise stated herein, all prices quoted on any of our Services are exclusive of delivery charges, which are to be paid by the you in addition to the cost of any product and/or goods ordered by you.
8.8. Tax. We may charge sales tax and/or VAT on your order, calculated at checkout based on the rates in effect at the time of order. Please note that these tax requirements may be subject to change due to legal changes in any applicable jurisdiction.
8.9. Items on Sale. All sale items may not be eligible for a refund, however, will be accepted for returns in accordance with our Return and Shipment Policy as long as the item has not been altered in any way.
8.10. Discounts. Unless stated otherwise all coupon codes shall only be valid for purchase of products and/or goods detailed in any of our Services. Each discount code or cupon shall only be valid per one customer and per one order.
8.11. Comparison Purchasing. To keep our prices low, we do not allow “comparison purchasing”, which is the act of buying several items with the intent of keeping only few of such and returning the other, due to inventory and shipment costs overhead.9. Return, Refund and Shipment Policy
The terms relating to the shipment of our products and/or goods, as well as the terms of returning any of such and the entitlement to refunds for any return are detailed in our Return and Shipment Policy which is hereby incorporated into this Agreement by reference and is available online at www.yugoclothing.com
10. Intellectual Property Rights.
10.1. Content and Marks. The (i) content and information of any of our Services, including without limitation, the text, documents, articles, brochures, descriptions, products, software, graphics, photos, sounds, videos, links, interactive features, and services (collectively, the “Content”), and (ii) the trademarks, service marks, trade names, service names, trade dress, symbols, brands, and logos contained therein whether registered or unregistered (“Marks”), are the property of YuGO and/or its licensors and may be protected by Intellectual Property Rights laws and treaties. The YuGO logo, and any other marks are the Marks of YuGO or its affiliates. All other Marks used or appearing on any Service are the Marks of their respective owners. We reserve all rights not expressly granted in and to any Service.
10.2. Use of Content. Content on any Service is provided to you for your information and personal use only and may not be used, modified, copied, distributed, transmitted, broadcast, displayed, sold, licensed, de-compiled, or otherwise exploited for any other purposes whatsoever without our prior written consent. If you download or print a copy of the Content you must retain all copyright and other proprietary notices contained therein. In any event you wish to use, publish, copy, distribute, transmit, broadcast, display or otherwise exploit such Content, please be in touch with us via any Service in order to receive our written consent.
“Intellectual Property Rights” means any and all rights, titles, and interests (under any jurisdiction or treaty, whether protectable or not, and whether registered or unregistered) in and to technology and other intellectual property (such as the Content), and includes without limitation patents, copyright and similar authorship rights, personal rights (such as moral rights, rights of privacy, and publicity rights), architectural, building and location (and similar geography-based) rights, mask work rights, trade secret and similar confidentiality rights, design rights, industrial property rights, trademark, trade name, trade dress and similar branding rights, as well as: (a) all applications, registrations, renewals, extensions, continuations, continuations-in-part, divisions or reissues of the foregoing rights; and (b) all goodwill associated with the foregoing rights.
11. Third Party Content.
12. Product Reviews and User Content
12.1. Some of our Services may include product review and comments features, discussion forums, user content (which may include any message, data, information, text, music, sound, photos, video, graphics, code or other material), or other messaging options (“User Content”). You shall be solely responsible for your use of such User Content. By sharing or creating any User Content, you agree not to post, upload to, transmit, distribute, store, create or otherwise publish through our Site any of the following:
12.1.1. Any User Content that is unlawful, libelous, defamatory, obscene, pornographic, indecent, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent or otherwise objectionable;
12.1.2. User Content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national or international law;
12.1.3. User Content that may infringe any intellectual or proprietary right of any party.
12.1.4. User Content that impersonates any person or entity or otherwise misrepresents your affiliation with a person or entity;
12.1.5. Unsolicited promotions, political campaigning, advertising or solicitations;
12.1.6. Private information of any third party, including, without limitation, addresses, phone numbers, email addresses, Social Security numbers and credit card numbers;
12.1.7. Viruses, corrupted data or other harmful, disruptive or destructive files; and
12.1.8. User Content that, in the sole judgment of YuGO, is objectionable or which restricts or inhibits any other person from using or enjoying the User Content or our Services, or which may expose us or our users to any harm or liability of any type.
12.2. By posting any User Content, you represent and warrant that you have the lawful right to distribute and reproduce such User Content;
12.3. We take no responsibility and assume no liability for any User Content posted, stored or uploaded by you or any third party, or for any loss or damage thereto, nor is YuGO liable for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography or profanity you may encounter. Your use of User Content is at your own risk. As a provider of interactive services, YuGO is not liable for any statements, representations or User Content provided by its users in any public forum, personal home page or other online page. Although YuGO has no obligation to screen, edit or monitor any of the User Content posted, YuGO reserves the right, and has absolute discretion, to remove, screen or edit any User Content posted or stored on our Services at any time and for any reason without notice. Any use of the User Content in violation of the foregoing violates this Agreement may result in termination or suspension of your rights to use our Services.
12.4. You hereby grant YuGO and its affiliates a nonexclusive, royalty-free, perpetual, irrevocable and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display any User Content throughout the world in any media.
14.1. This section applies whether or not services provided under any Service were granted in consideration of any payment or not. Applicable law may not allow the exclusion of certain warranties, so to that extent certain exclusions set forth herein may not apply.
14.2. General Disclaimer .
14.3. Warranty Disclaimer. ANY OF OUR SERVICES (WHICH, FOR CLARITY, INCLUDES WITHOUT LIMITATION THE CONTENT AND MARKS) IS PROVIDED AND MADE AVAILABLE TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS, AND WITHOUT ANY REPRESENTATION, WARRANTY, GUARANTEE OR CONDITION OF ANY KIND WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, QUIET POSSESSION, TITLE, QUALITY OF SERVICE, NON-INFRINGEMENT, OR THAT OTHERWISE ARISE FROM A COURSE OF PERFORMANCE OR DEALING, OR USAGE OF TRADE, ALL OF WHICH ARE HEREBY DISCLAIMED BY YUGO AND ITS LICENSORS AND SUPPLIERS. YOU AGREE THAT YUGO WILL NOT BE HELD RESPONSIBLE OR LIABLE FOR ANY CONSEQUENCES TO YOU OR ANY THIRD PARTY THAT MAY RESULT FROM TECHNICAL PROBLEMS OF THE INTERNET, SLOW CONNECTIONS, TRAFFIC CONGESTION OR OVERLOAD OF OUR OR OTHER SERVERS.
14.4. IN ADDITION, NEITHER YUGO NOR ITS LICENSORS OR SUPPLIERS MAKE ANY REPRESENTATION, WARRANTY, GUARANTEE OR CONDITION: (A) REGARDING THE EFFECTIVENESS, USEFULNESS, RELIABILITY, AVAILABILITY, TIMELINESS, ACCURACY, OR COMPLETENESS OF ANY SERVICE; (B) THAT YOUR USE OF, OR RELIANCE UPON, ANY SERVICE WILL MEET YOUR REQUIRMENTS OR EXPECTATIONS; (C) THAT ANY SERVICE WILL BE UNINTERRUPTED, SECURE, ERROR-FREE OR VIRUS-FREE, OR THAT DEFECTS IN ANY SERVICE WILL BE CORRECTED; OR (D) REGARDING THE SATISFACTION OF, OR COMPLIANCE WITH, ANY GOVERNMENT REGULATIONS OR STANDARDS.
15. Limitation of Liability.
15.1. IN NO EVENT SHALL YUGO OR ANY OF ITS LICENSORS OR SUPPLIERS BE LIABLE UNDER, OR OTHERWISE IN CONNECTION WITH, THIS AGREEMENT, FOR:
15.1.1. ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES;
15.1.2. ANY LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF REVENUE, OR LOSS OF ANTICIPATED SAVINGS;
15.1.3. ANY LOSS OF, OR DAMAGE TO, DATA, REPUTATION, OR GOODWILL; AND/OR
15.1.4. THE COST OF PROCURING ANY SUBSTITUTE GOODS OR SERVICES.
15.2. THE AGGREGATE LIABILITY OF YUGO UNDER, OR OTHERWISE IN CONNECTION WITH, THIS AGREEMENT SHALL NOT EXCEED THE LOWER OF: (A) FIVE U.S. DOLLARS (US $5), AND (B) THE AMOUNTS ACTUALLY PAID BY YOU (IF ANY) TO YUGO DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH YOU BRING YOUR CLAIM.
15.3.THE FOREGOING EXCLUSIONS AND LIMITATIONS SHALL APPLY: (A) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW; (B) EVEN IF YUGO HAS BEEN ADVISED, OR SHOULD HAVE BEEN AWARE, OF THE POSSIBILITY OF LOSSES, DAMAGES, OR COSTS; (C) EVEN IF ANY REMEDY IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE; AND (D) REGARDLESS OF THE THEORY OR BASIS OF LIABILITY, INCLUDING WITHOUT LIMITATION NEGLIGENCE, MISREPRESENTATION, STRICT LIABILITY, OR OTHER CONTRACT OR TORT LIABILITY.
15.4.Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, or of other damages, and to the extent applicable to you, such exclusions and limitations shall only apply to the extent legally permissible under any such jurisdiction and, in these jurisdictions, our liability will be limited to the greatest extent permitted by law. Furthermore, nothing in this Agreement shall be deemed to exclude or limit liability for death or personal injury resulting from gross negligence, or for fraud or fraudulent misrepresentation.
15.5. Without derogating from any of the abovementioned, we and/or anyone on our behalf shall not be liable for any malfunctions caused to your use of any Service as a result of cyber intrusions, force majeure, deliberate or unintentional malfunctions, hostile action, acts of war, terrorist activity, natural disasters, malfunctions of credit clearing companies and any other reason not deriving from any Serivce activity, in any act or omission.
15.6.You represent and warrant that you will use our Services in compliance with all applicable laws.
16. Indemnity. You agree to defend, indemnify and hold harmless YuGO and our affiliates, and our respective officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs and expenses (including but not limited to attorney’s fees) arising from: (i) your use of, or inability to use, any Service; or (ii) your breach of any provision of this Agreement.
17. Term and Termination.
17.1. This Agreement commences on the Effective Date and shall continue in full force and effect until terminated in accordance herewith (the “Term”).
17.2. YuGO reserves the right to immediately terminate this Agreement, or otherwise modify, suspend or discontinue your access to and use of any Service (or any part thereof, including, without limitation disabeling, deleting and/or restricting your Accuont), for any reason whatsoever, at any time, and without notice or obligation to you, and you agree that YuGO shall have no liability to you or any third party for any such termination, modification, suspension, or discontinuance.
18. Consequences of Termination and Survival. Upon termination of this Agreement your right to access and use any Service and/or your Accuont will automatically terminate and be deemed revoke. Sections 8 (Intellectual Property Rights) through 19 (Governing Law) inclusive shall survive any termination of this Agreement. Termination shall not affect any rights and obligations accrued as of the effective date of termination.
19. Assignment. YuGO may assign this Agreement (or any of its rights and/or obligations hereunder) without your consent, and without notice or obligation to you. This Agreement is personal to you, and you shall not assign (or in any other way transfer) this Agreement (or any of your obligations or rights hereunder) without YuGO’ express prior written consent. Any prohibited assignment shall be null and void.
20. Governing Law. Use of the Service as well as the interpretation and application of this Agreement will, be governed solely by the laws of the State of Delaware, USA, without any reference to conflict of laws provisions. You hereby consent to the exclusive jurisdiction and venue of courts in Wilmington, Delaware USA, and stipulate to the fairness and convenience of proceedings in such courts for all disputes arising out of or relating to the use of the Service. Use of the Service is unauthorized in any jurisdiction that does not give effect to all provisions of this Agreement, including, without limitation, this paragraph. It is hereby clarified that the provisions of this section apply also to a non-resident and/or a user which is not a US citizen, and in no event you shall raise any Forum Non-Conveniens claim against the adequacy of Wilmington, Delaware USA courts and/or claim that any foreign law shall be applicable to any engagement by you and YuGO.
The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement and are hereby disclaimed.
20.1. Limitation on Claims. Regardless of any law to the contrary, any claim or cause of action arising out of, or related to, this Agreement must be filed within one (1) year after such claim or cause of action arose, or else you agree that such claim or cause of action will be barred forever.
20.2. Confidentiality of Disputes. All aspects of the arbitration proceeding, including but not limited to the decision and award of the arbitrator and compliance therewith, shall be strictly confidential. The parties agree to maintain its confidentiality, unless (and in such cases, only the extent) otherwise required by applicable law. This paragraph shall not prevent a party from submitting to a court of competent jurisdiction any information necessary to enforce an arbitration award, or to seek equitable relief.
21. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, then: (a) the remaining provisions of this Agreement shall remain in full force and effect; and (b) such affected provision shall be ineffective solely as to such jurisdiction (and only to the extent and for the duration of such invalidity, illegality, or unenforceability), and shall be substituted (in respect of such jurisdiction) with a valid, legal, and enforceable provision that most closely approximates the original legal intent and economic impact of such provision.
22. Remedies. Except as may be expressly stated otherwise in this Agreement, no right or remedy conferred upon or reserved by any party under this Agreement is intended to be, or shall be deemed, exclusive of any other right or remedy under this Agreement, at law or in equity, but shall be cumulative of such other rights and remedies.
23. Waiver. No failure or delay on the part of any party in exercising any right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy. Any waiver granted hereunder must be in writing (for waivers by you, emails will be acceptable; for waivers by YuGO, the writing must be duly signed by an authorized representative of RCJ), and shall be valid only in the specific instance in which given.
24. Entire Agreement. This Agreement represents the entire agreement between YuGO and you with respect to the subject matter hereof, and supersedes and replaces any and all prior and contemporaneous oral and/or written agreements, understandings and statements between you and YuGO with respect to such subject matter. You acknowledge and agree that in entering into this Agreement you have not relied on any statement or representation (whether negligently or innocently made) not expressly set out in this Agreement; for example, statements and explanations in any FAQs or other marketing material on the Service (defined below) are for convenience only, and are not binding or a part of this Agreement.