Upton Tea Terms and Conditions:

Thank you for choosing Upton Tea Imports. We value and appreciate your patronage as one of our Valued Customers. That patronage - and the patronage of any and all our products and services, including any mobile websites and mobile applications (“Service” or "Services", further defined in Section 1 below) - are subject to the rules of our Terms of Use ("Terms" or “Agreement”).

The following Terms represent a binding contract. Make sure to carefully review them before using the Services provided by us. Your access to our Services is governed by these Terms. This is a binding agreement. By using the Internet site located https://www.uptontea.com/ (the “Site”, “Sites”, “Website”, or “Websites”) or any of our other Services, you agree to abide by these Terms of Use, as they may be amended by us from time to time in our sole discretion and any posted guidelines or rules applicable to the Services (unless you propose different terms in writing, which are accepted in writing by Upton Tea). If you are a lawyer, financial advisor, or any other party accessing the Services on behalf of a client, customer, or other entity, you agree you have the authority to agree to these Terms on the behalf of that client, customer, or other entity.

In addition, when you use any current or future version of this Site or any other Service, you also will be subject to the terms and conditions of this Agreement, as well as any additional terms of that Service. For instance, if you decide to enroll in our Loyal Valued Customer Program (the “Program”), the Loyal Valued Customer Program Terms and Conditions govern the Program and apply in addition to these Terms of Use. If you decide to enroll in our Subscribe & Steep program (“Subscribe & Steep”), the Subscribe & Steep Subscription Terms apply and are incorporated herein. Please print a copy of this Agreement for your records.

PLEASE REVIEW THE ARBITRATION AGREEMENT SET FORTH BELOW IN SECTION 16 CAREFULLY. THIS ARBITRATION AGREEMENT WILL REQUIRE YOU TO RESOLVE DISPUTES WITH UPTON TEA IMPORTS ON AN INDIVIDUAL BASIS THROUGH FINAL AND BINDING ARBITRATION. BY ENTERING THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND ALL OF THE TERMS OF THIS AGREEMENT AND HAVE TAKEN TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT DECISION.

While we may notify you of changes to these Terms of Use, it is your responsibility to read any notices we send, and to review these Terms of Use periodically, as written here. If at any time you find these Terms of Use unacceptable, you must immediately leave the Site and cease all use of the Services and the Site. However, if there are particular provisions of these Terms you have a problem with, you can contact us and we’ll discuss it with you. We don’t promise to change any of the Terms, and any changes to the provisions of this Agreement are in our sole discretion, but we may be able to address your concerns. Unfortunately, you won’t be able to use our Services unless that happens, or you agree with these Terms as written. A reminder that if you use our Services, you are agreeing to be bound to the terms in this Agreement.

1. Definitions

Services. Upton Tea’s services consist of websites (including https://www.uptontea.com/ ), and other related services (including but not limited to the Program, Sip by Sip, and Subscribe & Steep) (collectively the “Services”) designed to enable users (Valued Customers), to purchase products and services from us.

Valued Customers. Anybody who uses our Services is considered a Valued Customer for purposes of the Services.

Our Content. All information and data not created by Valued Customers, including but not limited to visual and/or audio content, written posts and comments, software, or scripts generated, provided, or otherwise made accessible on or through the Services.

Valued Customer Content. Information and data generated by Valued Customers.

Content. Our Content and Valued Customer Content referred to collectively.

2. Eligibility.

Age Requirement. You agree that by using the Services you represent that you are at least 18 years old and that you are legally able to enter into this Agreement. If you are under 18 or otherwise legally unable to enter into this Agreement, you may not use the Services. While we do sell products for children, we do not sell products to children. We only sell products to adults, ages 18 years and older, who can purchase them with a credit card in compliance with these Terms.

Eligibility Subject to Change. We may change these eligibility criteria at any time. We may also refuse to offer the Services to anyone for any or no reason.

Compliance with Local Laws. It is your responsibility to ensure that your use of our Services under these Terms complies with all applicable laws, rules, and regulations (collectively “Laws”). If at any time your use of all or any part of the Services conflicts with any Laws, your right to use the Services is revoked.

3. Registering an Account and Account Responsibilities

Accounts. We provide resources and include assets that are freely available to the public as well as those that require you to sign up for Services by registering for an account (“Account”). When you are required to open an account to use or access a Site or Service, you must complete the registration process by providing the complete and accurate information requested on the registration form. You will also be asked to provide information including an email address, full name, and password. You are responsible for keeping the email address and other information associated with your Account accurate and up to date.

Improper Use of Accounts. You agree not to (1) intentionally impersonate another person by using their name and/or email address, or (2) use a name and/or email address for which you do not have the proper authorization. If you create an account on behalf of another person, you must first have proper authorization from that person. You also agree to comply with the Permissible Use Policies set forth in Section 7 of this Agreement. You’re responsible for all activity and Content on your account, regardless of whether you create it or you authorize somebody else to.

Securing Passwords. You are entirely responsible for maintaining the confidentiality of your password. Never publish, distribute, or post your Account login information. You are responsible for any activity that occurs on your Account.

Multiple Accounts, Terminated or Suspended Accounts. If you previously had an account with us or currently have an Account with us, you confirm that your old account was not terminated or suspended by us because you violated any of our terms or policies. While some Services may share Accounts, you may need a new account for a new Service. For instance, our Upton Tea Site require separate Accounts.

Decisions Regarding Account Use. You are responsible for any decision to use the Services, either by yourself or with another Valued Customer, so long as you share ownership of or have authorization to use the data contained in your Account.

Other People's Accounts. You may not use another person’s Account or registration information for the Services without permission from the owner of that Account.

Notifying Upton Tea of Security Breach. You agree to notify us immediately on any unauthorized use of your Account, username, or password, other security breach, or change in your eligibility to use the Services. We shall not be liable for any loss that you incur as a result of someone else using your password, either with or without your knowledge. You may be held liable for any losses incurred by Upton Tea, our affiliates, officers, directors, employees, consultants, agents, and representatives due to someone else’s use of your Account or password.

Deleting Your Account. You may delete your Account by contacting us. Upon request, we will delete your Account from appearing on the Website. However, some or all of the information related to the Account may still exist. Some of these Terms of Use will still apply after deleting your Account and/or canceling your relationship with Upton Tea. For more information see Section 25.

4. Changes to Your Information

Agreement to Update Contact Information. You agree to keep your profile information up to date, including but not limited to, your name, email address, and billing information. We are not responsible for any Services issues arising from your failure to keep your account information current, such as payment processing errors or fees.

Updating Your Account Details. You may change your account details using your Account with each Site. You are responsible for making changes to ensure any information provided to Upton Tea is up to date and accurate.

5. Your Information. Upton Tea respects your privacy and your personal information. You may review our Privacy Policy, which is incorporated herein by reference. By using the Services, you agree you have read and understand our Privacy Policy.

6. The Proprietary Rights of Upton Tea and Valued Customer Content

Proprietary Content. Our Content is either the property of Upton Tea or our suppliers or licensors. We also maintain ownership of any and all anonymized data relating to any use of the Services and can use it for any purpose. The Content is protected by copyrights, patents, trademarks, service marks, trade secrets, and/or other rights and laws. You agree to maintain all copyright notices, information, and restrictions contained in any Content that you access through the Services.

Trademarks. Some of Our Content consists of trademarks or registered trademarks of Upton Tea in the United States and other countries, and all rights are reserved. All rights in the product names, company names, trade names, graphics, logos, page headers, button icons, scripts, product packaging, trade dress, and designs of all Upton Tea or third-party products or services, whether or not appearing in large print or with the trademark symbol, belong exclusively to Upton Tea or their respective owners and are protected from reproduction, imitation, dilution, or confusing or misleading uses under national and international trademark and other applicable laws. The use or misuse of these trademarks or any materials, except as permitted herein, is expressly prohibited, and nothing stated or implied on this Site confers on you any license or right under any patent or trademark of Upton Tea or any third party. This Content includes, but is not limited to, all trademarks, designs, and logos used on our Site.

Copyright. All copyright rights in Our Content, including but not limited to text, images, photographs, graphics, user interface, and other Content provided on the Site, and the selection, coordination, and arrangement of such Content, are owned by Upton Tea or its third-party licensors to the full extent provided under the United States Copyright Act and all international copyright laws. Under applicable copyright laws, you are prohibited from copying, reproducing, modifying, distributing, displaying, performing, or transmitting any of Content on the Site for any purposes not expressly allowed in these Terms. Nothing stated or implied on the Site confers on you any license or right under any copyright of Upton Tea or any third party. The Site and the information contained in reference herein are for your personal, non-commercial use only. Except as otherwise specifically permitted herein or by applicable law, you shall not broadcast, duplicate, copy, reproduce, edit, manipulate, modify, publish, rent, sell, publicly display, perform, distribute, transmit, or circulate to anyone the Content on this Site, or use the Content on this Site in litigation, or for any commercial or promotional purposes, without the express written consent of Upton Tea or its lawful successors and assigns. For usage permission, contact us.

Valued Customer Content. Valued Customer grant Upton Tea a worldwide, non-exclusive, non-revocable, perpetual, royalty-free, payment-free, freely-transferable, freely sublicensable license to reproduce, publish, or otherwise use and authorize others to use the Valued Customer Content in any manner Upton Tea wishes. We do not grant other Valued Customer any rights in relation to Valued Customer Content not already belonging to them. Any such rights may only be granted to you by the owner(s) of such Valued Customer Content.

Licensed Exclusively for Use of Services. While you follow these Terms, we grant you a worldwide, revocable, non-exclusive, non-transferable, and non-sublicensable license to use ( i.e., to download and display on your local device) Content for the sole purposes of using Upton Tea Services. This license does not include any resale or commercial use of this Site or its contents; any collection and use of any product listings, descriptions, or prices; any derivative use of this Site or its contents; any downloading or copying of Account information for the benefit of another merchant; or any use of data mining, robots, spiders or similar data gathering and extraction tools.

Prior Written Permission Required. You agree not to use, reproduce, modify, distribute or store any Content for purposes other than using our Services without our prior written permission.

No Unauthorized Use of Content. You agree not to sell, license, rent, or otherwise use or exploit any Content for commercial use or in any way that violates our rights or any third party right. Upton Tea neither grants, nor implies, nor gives consent in any way to make unauthorized use of any intellectual property or other property of Upton Tea, our suppliers, or our licensors. You may not frame or use framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Upton Tea or our affiliates without our express written consent. You may not use meta tags or any other hidden text using Upton Tea's name or trademarks without the express written consent of Upton Tea. You may not make any part of this Site available as part of another service by "deep linking" or otherwise, or create any links to this website, and, in particular, you may not use Upton Tea logo or any other proprietary graphic or trademark as part of any "hot" link or hyperlink to this Website, without the express prior written permission of Upton Tea. Any unauthorized use terminates the permission or license granted by Upton Tea.

Moderating, Removing and Modifying Content. We may moderate or review any Content to verify compliance with these Terms and any applicable Law. However, we are not obligated to moderate or review any Content. We also retain the right to (1) remove, edit, or modify any Content in our sole discretion at any time, without notice to you and for any reason (for instance, if we think you may have violated these Terms) or for no reason at all, or (2) to remove or block any Content from the Services. Whether or not we enforce these Terms and/or moderate, remove, or modify any Valued Customer Content, the views expressed by Valued Customer on our Services do not represent the views of Upton Tea. We do not sponsor, endorse, authorize, or approve any Valued Customer Content.

7. Permissible Use

Lawful and Compliant Use. As a condition of using the Services, you agree to use the Services only for lawful purposes and to comply with these Terms and all applicable Laws. Upton Tea Imports intends to cooperate fully with any law enforcement officials or agencies in the investigation of any violation of these Terms of Use or of any applicable Laws.

Privacy of Other Valued Customer. You also agree to respect the privacy and all personally identifiable information not displayed publicly (“Secure Information”) of other Valued Customer and other users of the Services. This includes, but is not limited to, uploading, downloading, displaying, posting, performing, transmitting, or otherwise making available through the Services any content which contains or refers to anyone else's personal data or private or confidential information (for example, telephone numbers, location information (including street addresses and GPS coordinates), names, identity documents, email addresses, log-in credentials for Upton Tea including passwords and security questions, financial information including bank account and credit card details, biometric data, and medical records, without that person's express written consent.

Compliance With Intellectual Property Laws. When accessing the Site or using the Services, you agree to obey the Law and to respect the intellectual property rights of others. Your use of the Services and the Site is at all times governed by and subject to Laws regarding copyright, trademark, patent, and trade secret ownership and use of intellectual property. You agree not to upload, download, display, perform, transmit, or otherwise distribute any Content in violation of any Valued Customer or third party's copyrights, trademarks, or other intellectual property or proprietary rights. You agree to abide by Laws regarding copyright, trademark, patent, and trade secret ownership and use of intellectual property, and you shall be solely responsible for any violations of any relevant Laws and for any infringements of third party rights caused by any Content you provide or transmit, or that is provided or transmitted using your Account.

Content Restrictions. You agree not to, and shall not allow anyone else to distribute any Content through any Upton Tea Service by uploading, downloading, displaying, posting, performing, transmitting, signaling or communicating via any other media or methods (including but not limited to codewords) and/or submitting said Content, or otherwise take any action to distribute said Content through any Upton Tea Service which:

includes anyone else's identification documents, sensitive financial information, or other Secure Information;

you know to be false, misleading, or inaccurate, including any misrepresentation regarding Upton Tea Imports, yourself, and/or other Valued Customer;

intimidates, bullies, stalks, abuses, or harasses any person or entity, including any of our representatives, employees, and Valued Customer;

is likely to upset, embarrass, inconvenience, or cause anxiety or serious offense to anyone else;

impersonates or falsely states or suggests any affiliation, endorsement, sponsorship between you and any person or entity, including Upton Tea, any of our representatives, employees, and Valued Customer which have not factually approved, licensed, or endorsed the Content;

constitutes unauthorized or unsolicited advertising, or otherwise solicits funds or is a solicitation for goods or services, or is junk or bulk e-mail, regardless of whether similar communications are prohibited by local Law or not;

is unlawful, threatening, defamatory, abusive, harassing, libelous, deceptive, fraudulent, hateful, discriminatory, invasive of another's privacy, tortious, promotes violence, or is otherwise inappropriate as determined by Upton Tea in its sole discretion;

advocates or encourages conduct that could constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable local, state, national, or foreign Law or regulation;

regardless of local legality, includes any sexually explicit content;

contains, promotes, advertises, or refers to acts of violence or hate speech (being Content intended to vilify, humiliate, dehumanize, exclude, attack, threaten, or incite hatred, fear of, or violence against, a group or individual based on race, ethnicity, national origin, immigration status, caste, religion, sex, gender identity or expression, sexual orientation, age, disability, serious disease, veteran status, or any other protected characteristic);

without the express written consent of Upton Tea, involves or promotes third party commercial activities or sales, including but not limited to: contests, sweepstakes and other sales promotions, product placements, advertising, or job posting or employment ads; or

Restrictions on Use of Upton Tea Services. You agree to only use Upton Tea Imports for your own personal use and not to sell, rent, transfer, or share your account or any Content obtained from your use of our Services to or with anyone else. However, any products, including tea, you buy from us isn’t Content, and we encourage you to share that as much as possible.

Violating Upton Tea’s Security. You are prohibited from violating or attempting to violate any security features of the Site or Service, including, without limitation,

accessing content or data not intended for you, or logging onto a server or account that you are not authorized to access;

attempting to probe, scan, or test the vulnerability of the Service, the Site, or any associated system or network, or to breach security or authentication measures without proper authorization;

interfering or attempting to interfere with service to any Valued Customer, user, host, or network, including, without limitation, by means of submitting a virus to the Site or Service, overloading, “flooding,” “spamming,” “mail bombing,” or “crashing;”

using the Site or Service to send unsolicited email, including, without limitation, promotions, or advertisements for products or services;

forging any TCP/IP packet header or any part of the header information in any e-mail or in any posting using the Service; or

attempting to modify, reverse-engineer, decompile, disassemble, or otherwise reduce or attempt to reduce to a human-perceivable form any of the source code used by us in providing the Site or Service. Any violation of system or network security may subject you to civil and/or criminal liability.

using any automated program, tool, or process to access our Services, including without limitation “web crawlers,” “robots,” “bots,” “spiders,” and automated scripts for any reason, including to “extract” or “scrape” Content.

acting in contravention to any local laws regarding the violation of security of computer systems.

Breaches of this Permissible Use Section may lead to your Account being suspended or terminated as set out in these Terms of Use. If you receive any Content through the Services from another Valued Customer that you believe to violate these Terms of Use (for example, , a review which is harassing, intimidating, impersonating another person, etc.) you may contact us regarding the matter with our contact form. We make reasonable efforts to investigate any such claims and will take, in our own sole discretion, appropriate action. Such action can include, but is not limited to, warnings to the messaging Valued Customer or termination of access to the Services for said Valued Customer.

8. Your Safety. Upton Tea seeks to foster a community of respect and safety amongst its Valued Customer. However, you are ultimately responsible for ensuring your safety in your interaction with other Valued Customer. You agree to use caution in all interactions with other Valued Customer. You understand you aren’t required to follow any instructions, suggestions, reviews, or even comments, by another Valued Customer. If you do so anyway, you do so according to your own best judgment and wholly at your own risk. You also acknowledge and agree that Upton Tea does not control and is not responsible for what Valued Customer or third parties do with your Valued Customer Content after it is uploaded, published, or otherwise displayed on the Services. Once any content gets on the Internet, it can be very hard to remove. While you can delete your Account, you acknowledge this will not independently prevent the use or spread of any Valued Customer Content uploaded, published, or otherwise displayed on the Services. In other words, if you post a review (or anything on the Internet), you should be prepared, however unlikely, for it to ‘go viral.’

9. You Consent to Receive Electronic Communications

Notifications. Upton Tea may send you notifications, notices, or links, via your email, phone, text messages, messages to your Account, or via your mobile device. By using the Services, you agree to receive these notifications. The types of notifications you may receive include changes to these Terms, invoices or records of payment, marketing communications, and any number of other communications related to our Services. Any notification is considered "in writing," regardless of whether it is in a paper format, a digital format, or some other format.

Notification Procedures. Anything sent to you is considered received immediately if sent to you by electronic notification without any indication of failed communication. An electronic notification is sent at the time it is directed by Upton Tea to your email address or other means of receiving electronic notifications. You agree these are reasonable procedures for sending and receiving electronic notifications.

Paper Notifications. We reserve the right, but are under no obligation, to send notifications in a paper format.

Withdrawing Consent to Notifications. If you have opened an Account but you wish to withdraw your consent to have notifications sent electronically, you must delete your Account as described in Sections 3 and 25 of this Agreement, and contact us through our contact form.

10. Links to Third Party Sites.

Links to Outside Sites. As you use our Services, you will find links to third party websites, services, or resources, including co-branded websites operated by a third party. Upton Tea has no control over, and no liability for any third-party websites or materials. Upton Tea works with a number of partners and affiliates whose websites may be linked with the Site. Additionally, Valued Customer may link to third-party websites in Valued Customer Content. Because neither Upton Tea nor the Site has control over the content and performance of these partner and affiliate sites, or sites linked to by Valued Customer, Upton Tea makes no guarantees about the accuracy, currency, content, or quality of the information provided by such sites, and Upton Tea assumes no responsibility for unintended, objectionable, inaccurate, misleading, or unlawful content that may reside on those sites. Similarly, from time to time in connection with your use of the Site, you may have access to content items (including, but not limited to, websites) that are owned by third parties. You acknowledge and agree that Upton Tea makes no guarantees about, and assumes no responsibility for, the accuracy, currency, content, or quality of this third-party content, and that, unless expressly provided otherwise, such as with another site’s own Terms of Use, these Terms of Use shall govern your use of any and all third-party content. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UPTON TEA IMPORTS IS NOT RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGES INCURRED AS A RESULT OF ANY DEALINGS WITH ANY THIRD-PARTY WEBSITE OR CO-BRANDED WEBSITE, ANY MERCHANT OR OPERATOR OF A THIRD-PARTY WEBSITE OR CO-BRANDED WEBSITE, OR ANY OTHER PERSON WITH WHOM YOU ENGAGE IN ANY TRANSACTION.

No Endorsement. The inclusion of a link to any other site on any Upton Tea Service does not mean or imply that we endorse or are associated with that site or its operator.

11. Payments and Billing

Upton Tea Payments. All payments between Upton Tea and Valued Customer are conducted in United States Dollars (“USD” or “$”).

Payment Methods. When you add a payment card, bank account, or other means to make or receive payments to your Account, you authorize us to supply your payment information to our third party provider(s) for the purpose of processing your payments. We are not responsible for any additional charges by your bank or other third parties. You agree to keep your payment methods current and up to date and will notify us promptly if any payment method is

Subscription Payments. If you decide to enroll in one of our subscription programs, the terms of that program will apply in addition to these Terms. For instance, in our Subscribe & Steep program, the Subscribe & Steep Subscription Terms apply and are incorporated herein.

Refunds. Upton Tea offers refunds at our sole discretion. To request a refund, contact our support team through our contact form. If approved, refunds can take a variable amount of time to be completed but generally are completed within 5 days of the refund being approved by us.

Chargebacks. You understand and agree you will not make requests for a refund or a chargeback request from your payment card(s) without justification. A chargeback occurs where a Valued Customer disputes a charge that appears on their bill with their bank or credit card provider, requesting the charges be reversed. You agree, whenever possible, to use our support systems to request a refund first. If you do not use our support systems to request a refund first, and we determine in our sole discretion any chargeback or refund request was made without justification and/or in bad faith, we may suspend or terminate your Account. You acknowledge that transactions subject to a chargeback will be suspended until the chargeback is resolved and the Services are paid for. Further, where you initiate a chargeback, and do not use our support systems to request a refund first, we will be unable to assist with any request for a refund. Upton Tea reserves the right to contest chargebacks, but is not obligated to do so.

Payment Processor. Upton Tea uses the third-party service Paya to charge any costs or fees associated with your payments, plus applicable tax to the credit card or other payment method you have provided. Our third-party payment processor’s Terms of Use also apply, and we encourage you to read them on their site at https://support.paya.com/47608-faq/what-are-paya-connects-terms-of-use. Upton Tea Imports reserves the right to change the third-party payment providers that we use and if we do so, we will notify you of the change and any additional information required from you and store applicable details on your Account. It is your responsibility to provide any such additional information in a timely manner and ensure that information is accurate. BY USING ANY OF UPTON TEA IMPORTS SERVICES THAT REQUIRE PAYMENT OF ANY SORT YOU HEREBY AGREE TO BEING CHARGED FOR THOSE SERVICES, AND ANY FEES ASSOCIATED WITH ANY PRODUCTS OR SERVICES YOU PURCHASE, VIA THE PAYMENT METHOD YOU HAVE PROVIDED. YOU WILL BE CHARGED AUTOMATICALLY BY US WITHOUT FURTHER AUTHORIZATION FROM YOU. YOU WILL NOT RECEIVE ANY PRODUCTS OR SERVICES THAT ARE NOT PAID FOR.

Not Responsible for Lost Funds. Upton Tea is not responsible for any unauthorized activities, payments, or withdrawal of funds resulting from any lost, stolen, or compromised Valued Customer accounts, passwords, or email accounts.

12. Warranty Disclaimer.

No Special Relationship or Fiduciary Duty. Upton Tea has absolutely no special relationship or fiduciary duty to you. By using Upton Tea Services, you release us from any and all liability for any release of your information pursuant to our terms. This includes, but is not limited to, releasing information, pursuant to our (1) receipt from you, or what appears to be you, of any instructions or permissions authorizing such release to any other person, including without limitation any party you have granted access to, or (2) compliance with any Laws.

Security Measures. Upton Tea makes use of security measures which either meet or exceed industry standards. These include, but not are limited to, administrative, physical, and technical safeguards (passwords, encryption, etc.) to protect the security and confidentiality of your Account as well as your personal and financial information.

Network/Internet Access and Devices. You are solely responsible for obtaining the data network access necessary to use the Services, whether via a mobile device or other means. Your mobile network's data and messaging rates and fees may apply if you access or use the Services from your device. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Services, related software, and any updates thereto. Upton Tea does not guarantee that the Services, or any portion thereof, will function on any particular hardware or devices. In addition, the Services may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications. These include, but are not limited to, loss of service due to lack of network access or non-compatible hardware.

Risk of Product Loss. All products purchased from the Site are transported and delivered to you by an independent carrier not affiliated with, or controlled by, Upton Tea. Title to products purchased on the Site, as well as the risk of loss for such products, passes to you when Upton Tea Imports delivers these items to the carrier.

Product Information. Upton Tea attempts to accurately describe its products listed on the Site. We do not warrant that product descriptions or other content of this Site are accurate, complete, reliable, current, or error-free. We have attempted to display accurately the colors of our products that appear at the Site. As the actual colors you see depend on your computer monitor, however, we cannot guarantee that your monitor's display of any color will be accurate. Most of our products displayed on the Site are available in select retail stores in the United States and select foreign markets while supplies last. In some cases, merchandise displayed for sale at the Site may not be available in retail stores. Unless otherwise stated, the prices displayed at the Site are quoted in U.S. Dollars.

Services Provided As Is - NO WARRANTY. Even with these strong security measures, there can be no absolute guarantee of security. UPTON TEA IMPORTS HEREBY DISCLAIMS ALL WARRANTIES. THIS SITE IS PROVIDED BY UPTON TEA IMPORTS ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, UPTON TEA IMPORTS MAKES NO REPRESENTATIONS AND WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THIS SITE OR THE INFORMATION, CONTENT, THIRD-PARTY CONTENT, MATERIALS, PRODUCTS, SERVICES OR LINKED SERVICES PROVIDED ON OR THROUGH THIS SITE. FOR INSTANCE, WE DO NOT WARRANT THAT: (1) THAT THE INFORMATION PROVIDED THROUGH THE SITE WILL BE FREE FROM ERROR, OMISSION, INTERRUPTION, DEFECT, OR DELAY IN OPERATION, OR FROM TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS; (2) THAT THE SITE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (3) THAT DEFECTS OR ERRORS IN THE SERVICE WILL BE CORRECTED; (4) THAT THE CONTENT ON THE SITE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (5) THE RESULTS OF USING THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS. ANY INFORMATION ON THIS SITE IS SUBJECT TO CHANGE WITHOUT NOTICE, AND WE DISCLAIM ALL RESPONSIBILITY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW FOR THESE CHANGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU EXPRESSLY AGREE THAT YOUR USE OF THIS SITE IS AT YOUR SOLE RISK. IF YOU ARE DISSATISFIED WITH THE SERVICES, YOUR SOLE REMEDY IS TO DISCONTINUE USING THE SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UPTON TEA IMPORTS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE REGARDING ANY PRODUCTS PURCHASED THROUGH THIS SITE.

13. Indemnification

Indemnification. You agree to indemnify Upton Tea for certain of your acts and omissions. You agree to indemnify, defend, and hold harmless Upton Tea, its affiliates, officers, directors, employees, consultants, agents, and representatives from any and all third party claims, losses, liability, damages, and/or costs (including reasonable attorneys’ fees and costs) arising from your access to or use of the Site, your violation of these Terms of Use, or your infringement, or infringement by any other user of your account, of any intellectual property or other right of any person or entity. Upton Tea will notify you promptly of any such claim, loss, liability, or demand, and will provide you with reasonable assistance, at your expense, in defending any such claim, loss, liability, damage, or cost.

Right to Assume Exclusive Defense. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you agree to assist and cooperate with us in asserting any available defenses.

14. Limitation of Liability.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL UPTON TEA IMPORTS, OUR AFFILIATES, NOR ANY OF OUR OR THEIR RESPECTIVE DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE TO YOU OR TO THOSE YOU PROVIDE ACCESS TO YOUR ACCOUNT, HEIRS, SUCCESSORS OR YOUR ESTATE FOR DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR LOST DATA, REGARDLESS OF THE FORESEEABILITY OF THOSE DAMAGES) ARISING OUT OF OR IN CONNECTION WITH YOUR ACCESS, USE, MISUSE, OR INABILITY TO USE THIS SITE OR ANY LINKED SITES OR SERVICES IN ANY MANNER NOT EXPRESSLY PERMITTED HEREIN, YOUR PURCHASE OR USE OF ANY PRODUCTS FROM US, OR IN CONNECTION WITH ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, OR LINE OR SYSTEM FAILURE, WHETHER IN AN ACTION UNDER CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY, BY YOUR RELIANCE ON ANY PRODUCT, MATERIALS OR SERVICE OBTAINED THROUGH OUR SITE OR A THIRD-PARTY SITE OR ANY OTHER THEORY, EVEN IF WE HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU ARE SOLELY RESPONSIBLE FOR EVALUATING THE COMPLETENESS, ACCURACY OR USEFULNESS OF CONTENT AVAILABLE THROUGH THE SITE OR OBTAINED THROUGH A THIRD-PARTY SITE. PLEASE SEEK THE ADVICE OF PROFESSIONALS, AS APPROPRIATE, REGARDING THE EVALUATION OF ANY SPECIFIC CONTENT, OR ANY OF YOUR LEGAL OBLIGATIONS THAT MIGHT ARISE IN CONNECTION WITH THE SERVICES. THIS LIMITATION SHALL APPLY REGARDLESS OF THE FORM OF ACTION OR LEGAL THEORY FROM WHICH THE DAMAGES ARISE.

Specific Situations Where Liability Limited. Below is an illustrative list of situations where our liability is limited. PLEASE REVIEW THIS LIST. WE ARE NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COMPENSATORY, EXEMPLARY OR PUNITIVE DAMAGES ARISING FROM OR DIRECTLY OR INDIRECTLY RELATED TO, BUT NOT LIMITED TO:

THE USE OR THE INABILITY TO USE THE SERVICES, CONTENT, MATERIALS AND FUNCTIONS PROVIDED BY UPTON TEA,

UNAUTHORIZED ACCESS TO YOUR INFORMATION, DATA, TRANSMISSIONS, CONTENT OR OTHER INFORMATION,

LOSS, CORRUPTION OR ALTERATION OF YOUR INFORMATION, DATA, TRANSMISSIONS, CONTENT OR OTHER INFORMATION,

ANY BUGS, VIRUSES, TROJAN HORSES, OR SIMILAR SOFTWARE, REGARDLESS OF THE SOURCE OF ORIGINATION

STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON OR USING OUR SERVICES,

UPTON TEA’S ACTIONS OR OMISSIONS IN RELIANCE UPON YOUR ACCOUNT OR CREDIT CARD INFORMATION AND ANY RELATED CHANGES OR NOTICES,

YOUR FAILURE TO MAINTAIN CONFIDENTIALITY OF YOUR INFORMATION OR ANY PASSWORDS OR ACCESS RIGHTS TO YOUR ACCOUNT,

THE ACTS OR OMISSIONS OF ANY THIRD PARTY USING OR INTEGRATING THE SERVICES, OR

ANY OTHER MATTER RELATING TO THE SERVICES, INCLUDING TANGIBLE AND INTANGIBLE LOSSES, EVEN IF UPTON TEA OR ITS REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Liability Limited in Amount. IF ANY LIABILITY DOES EXIST UNDER LOCAL LAW, UPTON TEA'S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO (1) US$500.00 (FIVE HUNDRED UNITED STATES DOLLARS) OR (2) THE AGGREGATE AMOUNT PAID FOR UPTON TEA’S SERVICES IN THE PAST THREE MONTHS, WHICHEVER IS LESS.

State Law. CERTAIN STATES OR JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, IN WHICH CASE SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

15. Remedies of Valued Customer.

Remedy Available. The sole and exclusive remedy for any failure or non-performance of any Upton Tea Import, and/or anything supplied in connection with a Service, shall be for Upton Tea Imports to use commercially reasonable efforts to effectuate an adjustment or repair of the applicable Service.

Time Limit on Actions Against Upton Tea. BY USING THESE SERVICES, YOU AGREE THAT REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO (1) USE OF THE SITES OR SERVICES OR (2) THESE TERMS OF USE, MUST BE FILED WITHIN ONE YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR BE FOREVER BARRED.

16. Arbitration, Applicable Law, Choice of Venue, Jurisdiction, and Fee-Shifting.

Arbitration, Individual Arbitration and Acknowledgments. Any controversy or claim arising under, out of, or in relation to these Terms or the use of Upton Tea’s Services, or any breach or asserted breach thereof, shall be settled by binding arbitration in Marin County, California, subject to the conditions and exclusions of this Section.

You hereby acknowledge and agree that you and Upton Tea are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Unless both you and Upton Tea otherwise agree in writing, any arbitration will be conducted in English in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes of the American Arbitration Association ("AAA"), as modified by this Section. Disputes will be arbitrated only on an individual basis and will not be consolidated with any other arbitrations or other proceedings that involve any claim or controversy of any other party.

Unless otherwise agreed by the parties, the arbitration panel shall consist of one arbitrator chosen in accordance with the rules of the AAA. Any such arbitrator shall be knowledgeable in the subject area in which the dispute arises. All discovery shall be completed within sixty (60) days following the appointment of the arbitrator. Each party shall be entitled to representation by counsel, to appear and present written and oral evidence and argument and to cross-examine witnesses presented by the other party, provided that, where appropriate, the arbitrator may receive testimony via telephone, video, or other electronic means of communication. The arbitration award shall be in writing. The award of the arbitrator shall be final and binding on the parties hereto and may be enforced in any court of competent jurisdiction. The parties waive any right they may have to an appeal of the arbitrator’s decision and/or award. The prevailing party in any action or proceeding to enforce its rights under these Terms or related to the Services shall be entitled to recover reasonable attorneys’ fees and other reasonable costs, including fees of the arbitrator and the AAA, incurred in the action or proceedings. In no event shall the arbitrator award punitive or exemplary damages. The parties waive any right they may have to an appeal of the arbitrator’s decision and/or award. Each party retains the right to seek judicial assistance: (i) to compel arbitration, (ii) to obtain interim measures of protection prior to or pending arbitration, (iii) to seek injunctive relief in the courts of any jurisdiction as may be necessary and appropriate to protect the unauthorized disclosure of its proprietary or confidential information, (iv) for any claims of infringement or misappropriation of patent, copyright, trademark, or trade secrets, and (v) to enforce any decision of the arbitrator, including the final award.

Applicable Law. These Terms of Use shall be construed in accordance with and governed by the laws of the United States and the State of California, without reference to rules regarding conflicts of law. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods.

Exclusions. You hereby acknowledge the following exclusions to these terms regarding arbitration.
1. You and Upton Tea both retain the right to bring an individual action in small claims court.
2. You and Upton Tea both retain the right to seek equitable relief in a court, chosen in compliance with these Terms, solely to prevent the actual or threatened infringement, misappropriation, or violation of a party's intellectual property rights, including but not limited to copyrights, trademarks, trade secrets, and patents.

Admissibility. A printed version of this Agreement and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

Jurisdiction and Choice of Venue. You acknowledge that all claims or controversy shall be settled by arbitration according to this Section. However, you additionally hereby irrevocably consent to the exclusive jurisdiction of the state or federal courts located in the Northern District of California, in all disputes arising out of or related to the use of the Site or Service, that, for any reason, are not arbitrated.

17. Modifying the Terms and the Service.

Modifying Terms. Upton Tea reserves the right to - at any time and for any reason or without reason - revise these Terms of Use. It is your responsibility to review the Terms of Use for changes with some regularity. Your continued use of the Services following notification of any changes to these Terms constitutes acceptance of those changes.

Modifying the Service. Upton Tea reserves the right to - at any time and for any reason or without reason - change, suspend, or discontinue the Services. Before we do this we will notify you by replacing these Terms on the Site and may additionally notify you by sending you a notice through the email address that you provide to us through your Account. It is your responsibility to check these Terms periodically for changes, and to keep your email address current.

Limiting the Service. Upton Tea reserves the right to - at any time and for any reason or without reason - impose limits on some Services or restrict your access to the Services without notice or liability.

If You Don’t Agree to Terms Changes, You Must Terminate Use of the Services. You agree that, by continuing to use or access the Site following notice of any revision, you shall abide by any such revision. If at any point, you disagree with a change to the Terms or Services on the part of Upton Tea Imports, please cease use of Upton Tea Services by deleting your Account. You may not continue to use the Services without agreeing to these Terms.

18. Entire Agreement.

These Terms, and the terms of policies and agreements incorporated by reference (through names of documents and web links) are the whole and complete agreement between you and Upton Tea. No other agreements shall govern your use of Upton Tea Services. These Terms supersede any prior or conflicting agreements or policies.

19. Headings Not Binding.

The headings to each section of these terms are not legally binding, nor do they have any effect on the proper interpretation of these Terms. They are exclusively to aid in ease of use. THEY SHOULD NOT BE READ IN LIEU OF READING THE FULL TERMS.

20. Force Majeure.

Where Upton Teas fails to perform our obligations under these Terms, we are not liable where such failure results from any cause beyond our reasonable control. Such situations include but are not limited to: acts of god, global pandemics, endemics, or mechanical, electronic or communications failure or degradation.

21. Waiver.

Failure to Exercise a Right Not a Waiver. Even if Upton Tea, or any of our employees, representatives, or other affiliates fail to exercise any right or provision of these Terms, this failure does not waive our right to later enforce any part of these Terms.

Waiver Does Not Imply Future Waiver. No waiver of any breach of any provision of these Terms of Use shall constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provisions hereof.

Requirements of a Waiver.In order for any waiver of compliance with these Terms to be effective, it must be made in writing and signed by an authorized representative of the waiving party.

22. Severability. If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated, in that jurisdiction, to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and fully enforceable.

23. Assignment.

Assignability of Terms Rights by You. These Terms are exclusive and personal to you. You may not assign, transfer, or sublicense any of your rights or obligations under these Terms without the express, signed prior written consent of an authorized Upton Tea representative.

Upton Tea Rights Assignable. We may assign, transfer, or delegate any of our rights and obligations under these Terms without notice to you and without your consent.

24. No Relationship. No agency, partnership, joint venture, or employment relationship is created as a result of these Terms and neither party has any authority of any kind to bind the other in any respect.

25. Cancellation and Termination.

Cancellation. You may cancel your relationship with Upton Tea by (1) deleting your Account as described in Section 3(H) of these Terms, and (2) ceasing use of the Services.

Termination of Use. Upton Tea reserves the right to terminate your use of the Services and/or the Site with or without cause, with or without notice to you, and without liability to you. To ensure that Upton Tea provides a high-quality experience for you and for other Valued Customer using the Site and the Services, you agree that Upton Tea or its representatives may, in accordance with our Terms, access your account and records on a case-by-case basis to investigate complaints or allegations of abuse, infringement of third party rights, or other unauthorized uses of the Site or the Service. Upton Tea does not intend to disclose the existence or occurrence of such an investigation unless required by Law, but Upton Tea reserves the right to terminate your account or your access to the Site immediately, with or without cause, with or without notice to you, and without liability to you. Causes for termination include but are not limited to if we believe that you have violated any of the Terms of Use, furnished us with false or misleading information, interfered with use of the Site or the Service by others.

Orders and Termination. Upton Tea reserves the right to cancel orders in its sole discretion, including, without limitation, if Upton Tea Terminates a Valued Customer Account, believes a Valued Customer’s conduct violates applicable Law, violates these Terms, or is harmful to the interests of Upton Tea or its affiliates.

Termination, Suspension, and Pending Payments. Where your Account is terminated or suspended Upton Tea Imports may, but is not required to, let you know via electronic notification to the contact information provided to us through your Account. Where a Valued Custromer’s Account is terminated or suspended, all recurring payments (such as subscriptions) shall also be terminated or suspended.

Content After Termination. Once your Account is terminated, we may deal with Content in any manner consistent with these Terms and our Privacy Policy, such as by deleting it entirely, and you will not be entitled to access any Content. We are not obligated to keep any copies or backup of any Content, including any Valued Customer Content.

Terms Surviving Cancellation. There are many provisions within these Terms which by their nature should extend past your cancellation or our termination of Services. All such terms shall survive cancellation or termination. These terms include but are not limited to: (1) ownership provisions, (2) warranty disclaimers, (3) indemnity, and (4) limitation of liability.

26. Notices.

In Writing. Unless otherwise specified in another section of these Terms, all notices under these Terms will be in writing as defined in these Terms.

Notice Duly Given by Upton Tea. Notice by us to you will be considered to have been duly given at the time when (1) transmitted by email with no indication of failed transmission; (2) received, if personally delivered or sent by certified or registered mail, return receipt requested; (3) the day after it is sent, if sent for next day delivery or recognized overnight delivery service; or (4) transmitted electronically through the Services to your Account, such as through a messaging or alert feature.

Notice Duly Given to Upton Tea. Notice by you to us will be considered to have been duly given at the time when it is received, if personally delivered or sent by certified or registered mail, return receipt requested.

Online Contact Info. Upton Tea may be contacted online through our contact form.

27. ACKNOWLEDGEMENT. BY USING THE SERVICE OR ACCESSING THE SITE, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS OF USE AND AGREE TO BE BOUND BY THEM.

28. Rights Reserved. All rights not expressly granted herein are hereby reserved

29. Contact Address: You may contact us at the following address:

Upton Tea Imports

100 Jeffrey Ave Suite 1

Holliston, MA 01746

United States

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