Terms of Use

Effective: 11/27/2006

Introduction

Welcome to the Up Stream Girl website (Site). By using this Site, you acknowledge that you've read, understood and agreed to be bound by the Terms of Use described below.

These Terms of Use are subject to modification or change without prior written notice at Up Stream Girl's sole discretion. Your use of this Site following these modifications or changes constitutes your agreement to follow and be bound by any modified or changed terms. If you do not agree to all of these terms, please refrain from accessing, browsing and/or using this Site.

Privacy Policy:

Please review our Privacy Policy, which also governs your visits to our Site. The Privacy Policy is part of the Terms of Use.

If you use the Site, you are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer. If you are accessing and using the Site on someone else’s behalf, you represent that you have the authority to bind that person to all the Terms and Conditions provided herein, and you agree to accept liability for harm caused by any wrongful use of the Site.

Accuracy of Information:

We attempt to be as accurate as possible when describing our products, setting our pricing, or posting information on the Site; however, to the extent permitted by applicable law, we do not warrant that the product descriptions, prices, colors, product availability or other content available on the Site are accurate, complete, reliable, current or error free. We reserve the right to correct or update our Site information, including pricing, at any time, at our sole discretion, even after an order has been placed. We apologize for any inconvenience this may cause you. You may return any merchandise that you are not completely satisfied with to us. Please refer to our return policy for additional information.

Please be aware that we have made every effort to accurately display the colors of the products that appear on our Site. However, because the actual color displayed will depend on your monitor, we cannot guarantee that your monitor will acurately display the colors, texture or other details of actual merchandise.

Purchase Related Policies:

Up Stream Girl reserves the right, with or without notice and at our sole discretion, to accept, decline, limit, reduce or cancel your order as we see fit. Up Stream Girl reserves the right to take this action at anytime, even after an order has been confirmed electronically, in writing or verbally, and after your credit card account has been charged. The receipt of our order confirmation does not guarantee acceptance of your order. If it is necessary for us to decline, limit, reduce or cancel your order, your credit card account will be promptly credited for any merchandise which you were charged for but did not receive.

The products and services described on our Site are only intended for sale or use within the United States of America.

Up Stream Girl will let you know estimated shipment dates, but will not be responsible for delays in delivery due to events beyond our control, including shortage of materials, labor strikes, transportation failures, terrorism, defaults, fires, epidemics, freight embargoes, financial institution interruptions, or acts of God.

Return Policy:

With our convenient return policy, your satisfaction is guaranteed. Up Stream Girl will provide free Standard Shipping for exchanges. We will issue a full refund or credit for any item that you return, however Shipping & Handling charges are non-refundable.

Please examine your items when you receive them. If any item is damaged or missing, you must notify Up Stream Girl at once. Up Stream Girl will not consider any claim for damaged or missing items more than thirty (30) days from the date of delivery. In the event that Up Stream Girl goes out of business, this Return Policy will be honored for three additional months.

Please address exchanges and returns to:

Up Stream Girl
P.O. Box 130636
Roseville, MN 55113-0006

If you have any questions or wish to contact us, please call us at 651-636-6223.

Itellectual Property:

Unless otherwise noted, all Site materials, including, without limitation, information, software, text, written materials, pictures, graphics, button icons, images, illustrations, designs, logos (the “Materials”), and the selection, arrangement and compilation of the Materials are the copyrights, trademarks, trade dress and other intellectual properties owned, controlled or licensed by Up Stream Girl or its affiliates.

Permission is granted to display, electronically copy, or print the Materials on this Site for the sole purpose of shopping or purchasing merchandise from Up Stream Girl. You may not copy or display (except as noted above), reproduce, publish, distribute, sell, download, access, modify, transmit, create derivative works from or otherwise exploit, any of the Materials or content of this Site, in whole or in part, for any reason or use without the prior written approval of Up Stream Girl. Any unauthorized use of any Materials contained on this Site may violate copyright laws, trademark laws, the laws of privacy and publicity, and communications regulations and statutes.

Limited License:

We grant you to a limited, revocable and non-exclusive license to access and make personal use of this Site for the sole purpose of shopping or purchasing merchandise from Up Stream Girl.

You agree that you will not: (1) modify or download the Site or its Contents (except caching or as necessary to view content); (2) make any use of the Site or its Content other than personal use; (3) create any derivative work based on either the Site or its Contents; (4) collect account information for the benefit of another party; (5) use any meta tags or any ‘hidden text’ containing our name or the Trademarks without our express written consent; (6) use software robots, spiders, crawlers, or similar data gathering and extraction tools, or take any other action that may impose an unreasonable burden or load on our infrastructure; (7) co-brand the Web Site or portion thereof; (8) frame the Web Site or portion thereof (whereby the Web Site or portion thereof will appear on the same screen with a portion of another web Site); (9) access or attempt to access other areas of the Up Stream Girl computer system or other information contained on the system for any purpose; (10) spam or send unsolicited e-mail to any other user of the Site, or from this Site, for any reason; (11) use any device, software or routine to interfere or attempt to interfere with the proper working of the Site.

In the event Up Stream Girl believes you have failed to comply with any of the terms of this Terms of Use agreement, you agree that Up Stream Girl has the right in its sole discretion and without notice, to restrict your access to the Site.

Submissions:

We welcome inquires and feedback on the products you use or might like to purchase; however, it is our policy to decline unsolicited suggestions, designs, samples, and ideas. Notwithstanding this policy, any inquires, comments, feedback, suggestions, designs, samples, ideas or other information (collectively ‘Submissions’) will be treated as non-proprietary and non-confidential and shall become and remain the property of Upstream Clothing LLC. Upstream Clothing LLC shall be under no obligation to keep these Submissions in confidence, to provide you with any compensation for these Submissions, to respond to your Submissions, or to return your Submissions.

If you make a Submission, you represent and warrant that you own or otherwise control the rights to your Submission, and that providing this Submission shall not violate the rights of any third party, including copyright, trademark, privacy or other proprietary rights. You agree to indemnify us for all claims from third parties relating to your Submission.

Links:

You are granted a limited, revocable, and nonexclusive right to create a hyperlink to the homepage of the Site for personal, noncommercial use only. Linking to the homepage for commercial use is allowed only with prior written consent. A website (External Site) that links to our Site (1) may link to, but not replicate, our Content; (2) may not imply we are endorsing such External Site or its services or products; (3) may not misrepresent its relationship with us; (4) may not contain content that would be construed as distasteful, obscene, offensive or controversial; (5) may not portray us or our products or services, in a false, misleading, derogatory, or otherwise offensive or objectionable manner. We may, in our sole discretion, request that you remove any link to the Site, and upon receipt of such request, you shall immediately remove such link.

The Up Stream Girl Site may include links to External Sites operated by third parties as a convenience to you. Up Stream Girl does not necessarily endorse these External Sites and is not responsible for the content of these Sites.

Use of Site E-Mail:

You are and shall remain solely responsible for the use and content of any e-mail sent from the Up Stream Girl e-mail function (E-Mail). You further represent and warrant that such E-Mail will contain only content appropriate for all ages and will not contain software viruses, commercial solicitation, chain letters, mass mailings, or any form of ‘spam’, and will not contain any unlawful, distasteful, obscene, offensive or controversial, threatening, libelous, defamatory, abusive, scandalous, inflammatory, pornographic, profane material or any other unlawful material. You may not use a false e-mail address, may not imply we are endorsing your content, may not misrepresent your relationship with us, may not portray us or our products or services, in a false, misleading, derogatory, or otherwise offensive or objectionable manner, may not take any action that imposes an unreasonable or disproportionately large load on Up Stream Girl’s infrastructure, and may not mislead anyone as to the origin of any E-Mail. You agree to indemnify us for all claims arising from your use of E-Mail.

Limitation of Liability:

ALL OF THE MATERIALS ON THIS SITE ARE PROVIDED “AS IS,” AND ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS OR WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILTY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT ARE DISCLAIMED, EXCEPT TO THE EXTENT THAT SUCH DISCLAIMERS ARE HELD TO BE LEGALLY INVALID. TO THE EXTENT PERMITTED BY APPLICABLE LAW AND TO THE EXTENT THAT UPSTREAM CLOTHING LLC IS OTHERWISE FOUND RESPONSIBLE FOR ANY DAMAGES, UPSTREAM CLOTHING LLC IS RESPONSIBLE FOR ACTUAL DAMAGES ONLY. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL UP STREAM GIRL, ITS AFFILITATES, ITS LICENSORS, ITS SUPPLIERS OR ANY THIRD PARTIES MENTIONED AT THE WEBSITE BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM OR BELIEVED TO BE RELATED TO THE USE OF THIS WEBSITE OR OTHER SITES LINKED TO THIS WEBSITE.

THE MATERIALS OF THIS SITE MAY BE OUT OF DATE, AND UPSTREAM CLOTHING LLC MAKES NO COMMITMENT TO UPDATE THE MATERIALS AT THIS SITE. UPSTREAM CLOTHING LLC DOES NOT AND CANNOT GUARANTEE OR WARRANT THAT THE SITE AND ANY FILES DOWNLOADED FROM THIS SITE WILL BE FREE FROM INFECTION, VIRUSES, WORMS, TROJAN HORSES, OR OTHER CODE THAT MANIFEST CONTAMINATING OR DESTRUCTIVE PROPERTIES. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

Disputes: Waiver, Choice of Law and Venue

If any provisions of this Agreement are held to be contrary to law, then such provisions shall be construed, as nearly as possible, to reflect the intentions of the parties with the other provisions remaining in full force and effect. Up Stream Girl’s failure to exercise or enforce any right or provision of this Agreement shall not affect the full right to require such performance at any time thereafter, nor shall this constitute a waiver of such right. This Agreement may be assigned in whole or in part by Up Stream Girl. This Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota notwithstanding any conflict of laws provisions. You irrevocably and unconditionally (i) consent to submit to the exclusive jurisdiction of the state and federal courts in Minnesota for any litigation or dispute arising out of or relating to this Agreement, (ii) agree not to commence any litigation arising out of or relating to this Agreement except in Minnesota, (iii) agree not to plead or claim that such litigation brought therein has been brought in an inconvenient forum, and (iv) agree the Minnesota federal and state courts represent the exclusive jurisdiction for all disputes relating to this Agreement.