Terms of service

UG Merchandising LLC

Terms of Use

 

  • Overview

 

These terms of use (“Terms of Use”) are entered into between you and UG Merchandising LLC (“Unspeakable,” “our,” or “we”). The Terms of Use govern your access to and use of the Unspeakable website at https://www.unspeakable.com/ (“Site”), including any content, products, functionality, purchases, products, and services offered on or through it by Unspeakable and any of its subsidiaries and affiliates (“Products”).

By using the Site, you consent and agree to be bound by and comply with these Terms of Use. Unspeakable may terminate your ability to use the Site without notice if you do not comply with the Terms of Use. If you do not agree to these Terms of Use, you must not access or use the Site.

Unspeakable reserves the right to make changes to the Site and to the Terms of Use at any time. All changes are effective immediately when posted. Your continued use of the Site following the posting of the revised Terms of Use means that you accept and agree to the changes.

All Information Unspeakable collects on this Site is subject to our Privacy Notice posted at the Site here. By using the Site, you acknowledge having read our Privacy Notice.

All Site Content (as defined below) is current as of the date it is posted on the Site to the best of Unspeakable’s knowledge. These Terms of Use apply to all Products sold on the Site.

  • Online Store Terms

 

You must make full payment as part of your order. Once your order is successful and payment has cleared, we will fulfill orders according to the shipping details, as further described below. Your payment may include special fees, billing charges, shipping taxes, and other assessments.

You agree to provide current, complete, and accurate purchase and account information for all purchases made on the Site. You agree to promptly update your account and other information, including your email address, credit card numbers, and expiration dates, so that we can complete your transactions and contact you as needed.

We may refuse any order you place with us. We may, in our sole discretion, limit, or cancel quantities purchased per person, per household, per order, or geographic region. These restrictions may include orders placed by or under the same customer account, the same credit card, and/or orders that use the same billing and/or shipping address. If we make a change to or cancel an order, we may attempt to notify you by contacting the email, billing address, or phone number you provided. We may limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers, or distributors. Certain Products may be available exclusively online through the Site. These Products may have limited quantities. Unspeakable takes no responsibility for any error or omission relating to information about the Site or Products.

For more detail, please review our Returns Policy available on the Site.

  • Shipping

 

Please check the individual product page for specific delivery options and costs. Shipping and delivery dates are estimates only and cannot be guaranteed. We are not liable for any delays in shipments. Please contact the shipping and delivery service directly regarding complaints about shipment times.

You will pay all shipping and handling charges specified during the ordering process. Shipping and handling charges are reimbursements for the costs we incur in the processing, handling, packing, shipping, and delivery of your order.

Title and risk of loss pass to you upon our transfer of the products to the carrier.

  • Intellectual Property

 

The Site and its entire contents, data, features, Products, and functionality (including but not limited to text, graphics, video, logos, button icons, databases, and images) (“Site Content”) are the property of Unspeakable or its licensors and are protected by copyright, trademark, and other intellectual property laws, except as indicated below.

The Unspeakable name and related logos are trademarks and service marks (“Marks”) of Unspeakable. Unspeakable's Marks may not be used without advance written permission of Unspeakable, including in connection with any product or service that is not provided by Unspeakable, in any manner that is likely to cause confusion, or in any manner that disparages, discredits, or misrepresents Unspeakable. Other products or company names mentioned on the Site may be trademarks or service marks of their respective owners.

If you believe that any content on the Site violates your intellectual property rights, please notify Unspeakable as described in the Communications and Contact Information Section.

  • Limited License and Prohibited Uses

 

Unspeakable grants you a personal, royalty-free, non-assignable, and non-exclusive license to access and use the Site Content only as an informative resource and engage in transactions such as making purchases while using the Site. Any other use, including the reproduction, modification, distribution, transmission, republication, framing, display, or performance of Site Content without prior permission of Unspeakable is strictly prohibited. You may not download, print, copy, distribute, or otherwise use Site Content for commercial purposes, including publication, sale, or personal gain. You may not remove any Mark or other proprietary notices, including, without limitation, attribution information, credits, and copyright notices that have been placed on or near the Site Content.

You may use the Site only for lawful purposes and in accordance with these Terms of Use. You agree that you will not:

  • Use the Site in any way that violates any applicable law or regulation.
  • Use the Site for the purpose of exploiting, harming, or attempting to exploit or harm anyone in any way.
  • Send, knowingly receive, upload, download, use, or reuse any material which does not comply with the Terms of Use.
  • Transmit, or procure the sending of, any advertising or promotional material, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation.
  • Impersonate or attempt to impersonate Unspeakable, any Unspeakable employee, another user, or any other person or entity (including, without limitation, by using email addresses associated with any of the foregoing).
  • Engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Site, or which, as determined by Unspeakable, may harm Unspeakable or users of the Site or expose them to liability.
  • Use any robot, spider, or other automatic device, process, or means to access the Site for any purpose, including monitoring or copying (including scraping) any of the material on the Site.
  • Use any manual process to monitor or copy any of the material on the Site or for any other unauthorized purpose without Unspeakable’ s prior written consent.
  • Use any device, software, or routine that interferes with the proper working of the Site.
  • Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
  • Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Site, the server on which the Site is stored, or any server, computer or database connected to the Site.
  • Otherwise attempt to interfere with the proper working of the Site.

This Site is not intended for children under 13 in the United States or under 16 years of age elsewhere. For more information, please see our Privacy Notice.

  • International Access

 

The Site may be accessed from countries other than the United States. The Site, Products, and services may only be available for sale in certain international locations. If you access and use this Site outside of the United States, you are responsible for complying with your local laws and regulations. We make no representation that any part of the Site or available Products are appropriate or available for use in other locations. Users may not download, use, export, or re-export any content posted including any Unspeakable materials on or through the Site or any Products utilized or available in connection with the Site in violation of any applicable laws or regulations, including, without limitation, United States export laws, regulations, and controls.

 

  • Account Registration

 

To access portions of the Site, you may be asked to provide Information about yourself. It is a condition of your use of the Site that all Information you provide is complete, current, and accurate. Unspeakable can terminate your registration at any time for any reason.

 

  • Use and Protection of Login Credentials

 

You are responsible for maintaining the confidentiality of your username and password (“Login Credentials”). You are responsible for all uses of your account and Login Credentials, whether authorized by you. You agree to notify Unspeakable immediately of any unauthorized access to or use of your account or Login Credentials or any other breach of security. Unspeakable reserves the right to disable your Login Credentials at any time in its sole discretion for any or no reason, including if, in Unspeakable’s opinion, you have violated any provision of these Terms of Use.

  • User Contributions

 

Any reviews you contribute on the Site, creative ideas, suggestions, proposals, plans, or other materials you send to us, whether online, on the Site, by email, by postal mail or otherwise make available to Unspeakable (“User Contribution”) will be considered non-confidential and non-proprietary. By providing any User Contribution on the Site or to Unspeakable, you grant us and our affiliates and service providers, and each of their and our licensees, successors, and assigns the perpetual right to use, reproduce, modify, perform, display, distribute, create derivative works, and otherwise disclose to third parties any such material for any purpose.

All User Contributions must comply with the content standards set out below.

You represent and warrant that:

  • You own or control all rights in and to the User Contribution and have the right to grant the license granted above to us and our affiliates and service providers, and each of their licensees, successors, and assigns.
  • All of your User Contributions do and will comply with these Terms of Use.
  • You understand and acknowledge that you are responsible for any User Contribution you submit or contribute, and you, not Unspeakable, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness.

We are not responsible or liable to any third party for the content or accuracy of any User Contribution posted by you or any other user of the Site.

 

  • Copyright; Digital Millennium Copyright Act

 

If you believe that your work has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, you should notify us of your infringement claim in accordance with the procedure set forth below.

We will process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act (“DMCA”) and other applicable intellectual property laws with respect to any alleged or actual infringement. A notification of claimed copyright infringement should be emailed to unspeakablemerch@gmail.com (Subject line: “DMCA Takedown Request”).

Our designated copyright agent to receive DMCA Notices is:

UNSPEAKABLE MERCH TEAM
2261 Northpark Dr #365
Kingwood, TX 77339

unspeakablemerch@gmail.com

To be effective, the notification must be in writing and contain the following information:

  • An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest.
  • A description of the copyrighted work or other intellectual property that you claim has been infringed.
  • A description of where the material that you claim is infringing is located on the Site, with enough detail that we may locate it.
  • Your address, telephone number, and email address.
  • A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law.
  • A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.

Counter-Notice: If you believe that your User Contribution that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner's agent, or pursuant to the law, to upload or display the content in your User Contribution, you may send a written counter-notice containing the following information to the above-listed Copyright Agent:

  • Your physical or electronic signature.
  • Identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled.
  • A statement that you have a good-faith belief that the content was removed or disabled as a result of a mistake or a misidentification of the content.
  • Your name, address, telephone number, and email address, and a statement that you will accept service of process from the person who provided notification of the alleged infringement.

If a counter-notice is received by the Copyright Agent, we will send a copy of the counter-notice to the original complaining party, informing that person that Unspeakable may repost the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member, or user, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at our sole discretion.

We may, at our sole discretion, limit access to the Site and/or terminate the account of any user who infringes any intellectual property rights of others.

  • Third-Party Content

 

This Site may include content provided by third parties. All statements and opinions expressed by third parties are solely the opinions and the responsibility of the person or entity providing those materials. Those materials do not necessarily reflect the opinion of Unspeakable.

 

Unspeakable is not responsible for the content or accuracy of any materials provided by any third parties.

 

  • Links to Other Websites

 

This Site may include content provided by third parties and links to external websites for the convenience of Site users. All statements and opinions expressed by third parties are solely the opinions and the responsibility of the person or entity providing those materials. Those materials do not necessarily reflect the opinion of Unspeakable. Unspeakable is not responsible for the content or accuracy of any material provided by any third parties.

  • Disclaimer of Warranties

 

YOU EXPRESSLY AGREE THAT ALL PRODUCTS OFFERED ON THIS SITE, USE OF THE SITE, AND TRANSACTIONS RELATED TO THE SITE ARE AT YOUR SOLE RISK. WHILE UNSPEAKABLE ATTEMPTS TO PRESENT ACCURATE INFORMATION ON THE SITE, ALL PRODUCTS AND SERVICES DELIVERED TO YOU, AND THIS SITE ITSELF, ARE PROVIDED ON AN “AS-IS” BASIS. UNSPEAKABLE MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OR CONTENT OF THIS SITE OR ANY OTHER SITE TO WHICH IT IS LINKED. TO THE EXTENT PERMITTED BY LAW, UNSPEAKABLE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY WARRANTIES OF NON-INFRINGEMENT OF ANY PATENT OR OTHER INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY.

UNSPEAKABLE DOES NOT GUARANTEE THE ACCURACY OR COMPLETENESS OF INFORMATION ON THE SITE OR REGARDING THE PRODUCTS, INCLUDING ANY ERRORS OR OMISSIONS OR PRODUCT DESCRIPTIONS ON THE SITE (I.E., PRICING, PRODUCT IMAGES AND COLORS, PROMOTIONS, OFFERS, TRANSIT TIMES, PRODUCT SHIPPING COSTS, AND INDICATIONS OF AVAILABILITY). WE MAY CORRECT ANY ERRORS, INACCURACIES, OR OMISSIONS, AND CHANGE OR UPDATE INFORMATION OR CANCEL ORDERS IF ANY INFORMATION ON THE SITE IS INACCURATE AT ANY TIME WITHOUT PRIOR NOTICE (INCLUDING AFTER YOU HAVE SUBMITTED YOUR ORDER).

UNSPEAKABLE MAY OFFER SOME PRODUCTS MANUFACTURED BY THIRD PARTIES ON THE SITE.  THE AVAILABILITY OF THIRD-PARTY PRODUCTS OR SERVICES THROUGH OUR SITE DOES NOT INDICATE AN AFFILIATION WITH OR ENDORSEMENT OF ANY THIRD-PARTY PRODUCT, SERVICE, OR MANUFACTURER. ACCORDINGLY, WE DO NOT PROVIDE ANY WARRANTIES WITH RESPECT TO THE THIRD-PARTY PRODUCTS OR SERVICES OFFERED ON OUR SITE. HOWEVER, THE THIRD-PARTY PRODUCTS AND SERVICES OFFERED ON OUR SITE MAY BE COVERED BY THE MANUFACTURER'S LIMITED WARRANTY AS DETAILED IN THE PRODUCT'S DESCRIPTION ON OUR SITE AND INCLUDED WITH THE PRODUCT. TO OBTAIN WARRANTY SERVICE FOR DEFECTIVE THIRD-PARTY PRODUCTS, PLEASE FOLLOW THE INSTRUCTIONS INCLUDED IN THE MANUFACTURER'S WARRANTY. THE PROVISIONS IN THIS SECTION APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW.

  • Limitation of Liability

 

TO THE EXTENT PERMITTED BY LAW, UNSPEAKABLE, ITS OFFICERS, ITS DIRECTORS, ITS CONTRACTORS, ITS AGENTS, AND ITS EMPLOYEES WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OR MISUSE OF THIS SITE, ANY SITE FOR WHICH IT PROVIDES LINKS, OR PRODUCTS SOLD ON THE SITE, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, PUNITIVE, AND CONSEQUENTIAL DAMAGES. YOUR SOLE REMEDY UNDER THESE TERMS OF USE IS TO STOP USING THE SITE. UNSPEAKABLE WILL NOT BE LIABLE FOR ANY REASON IF ALL OR ANY PART OF THE SITE IS UNAVAILABLE AT ANY TIME OR FOR ANY PERIOD.

UNSPEAKABLE’ S MAXIMUM LIABILITY, WHETHER BY STATUTE, IN CONTRACT, WARRANTY, TORT, NEGLIGENCE, PRODUCT LIABILITY, STRICT LIABILITY, OR OTHER THEORY ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SITE OR ITS CONTENT OR ANY PRODUCTS WILL NOT EXCEED $100.

 

  • Indemnification

 

You agree to defend, indemnify, and hold harmless Unspeakable, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any liabilities, damages, judgments, awards, losses, costs, third-party claims, expenses, and fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms of Use or your use of the Site or Products, including, but not limited to, your content, any use of the Site Content, services, and Products other than as expressly authorized in these Terms of Use.

 

  • Limitation on Time to File Claims

 

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE, PRODUCTS, OR THE SITE MUST BE COMMENCED WITHIN ONE YEAR AFTER THE EVENT GIVING RISE TO THE ACTION OR CLAIM OCCURRED, REGARDLESS OF WHEN YOU KNEW OR SHOULD HAVE KNOWN ABOUT IT; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

 

  • Injunctive Relief

 

You agree that a breach of these Terms of Use will cause irreparable injury to Unspeakable for which monetary damages would not be an adequate remedy and Unspeakable shall be entitled to seek equitable relief, in addition to any remedies it may have hereunder or at law, without having to post a bond or other security.

  • Waiver and Severability

 

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

If any provision of these Terms of Use 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 of Use will continue in full force and effect.

  • Entire Agreement

 

The Terms of Use constitute the sole and entire agreement between you and Unspeakable with respect to the Site and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to the Site.

 

  • Term and Termination

 

These Terms of Use will remain in full force and effect while you use the Site. Even after you are no longer a user of the Site those provisions of these Terms of Use that by their nature are intended to survive will remain in effect.

You agree that Unspeakable, in its sole discretion, may suspend or terminate your access to the Site (or any part thereof) for any reason, with or without notice, and without any liability to you or to any third party for any claims, damages, costs, or losses resulting therefrom.

  • Applicable Law, Binding Arbitration, and Class Action Waiver

 

PLEASE READ THE FOLLOWING PARAGRAPHS CAREFULLY BECAUSE THEY REQUIRE YOU TO AGREE TO RESOLVE ALL DISPUTES BETWEEN US THROUGH BINDING INDIVIDUAL ARBITRATION.

The laws of the State of Texas will govern these Terms of Use and any disputes under them, without giving effect to any principles of conflicts of laws.

Any controversy or claim arising out of or relating to this Terms of Use, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial or other Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. This arbitration provision is governed by the Federal Arbitration Act. The arbitration proceedings shall be held in Harris County, Texas. Any arbitration award may be entered in a court of competent jurisdiction.

All claims and disputes within the scope of this arbitration agreement must be arbitrated or litigated on an individual basis and not on a class basis. Claims of more than one customer or user cannot be arbitrated or litigated jointly or consolidated with those of any other customer or user.

  • Communications and Contact Information

 

Unspeakable may contact you regarding these Terms of Use using any Information you provide or by any other means permitted by law.

If you no longer wish to receive communications from Unspeakable, you can click on the “unsubscribe link” provided in such communications or contact us at unspeakablemerch@gmail.com.

For all other feedback, comments, requests for technical support, and other communications relating to the Site, these Terms of Use, and the Privacy Notice, please contact us at unspeakablemerch@gmail.com or by mail at:

ATTN: Unspeakable Team
UG Merchandising LLC
2261 Northpark Dr #365
Kingwood, TX 77339

EFFECTIVE DATE:  July 10, 2023