Terms of Service

NV Solutions Inc., a Canadian corporation,  provides the UpOrder application (formerly Spently) (referred to hereinafter as “Company” or “We” or “Us” or “Our”).  These Terms of Service contain the terms and conditions that govern all use of our Platform (as defined below) and Services (as defined below) and all content, services and/or products available on or through the Platform (collectively, the “UpOrder Services”).

The UpOrder Services are offered to you subject to your acceptance, without modification (other than Special Terms as defined below, agreed by the parties pursuant to these Terms of Service), of all of the terms and conditions contained herein and all other operating rules, policies (including, without limitation, our Privacy Policy at https://www.uporder.com/privacy-policy (the “Privacy Policy”)), the Guidelines (as defined below) and any future modifications thereof, and procedures that may be published from time to time on the Platform or made available to you on or through the UpOrder Services (collectively, the “Terms”). When accepted by you (as defined below), these Terms form a legally binding contract between you and Us. If you are entering into these Terms on behalf of an entity, such as your employer or the company you work for, you represent that you have the legal authority to bind that entity.

PLEASE READ THESE TERMS CAREFULLY. BY REGISTERING FOR, ACCESSING, BROWSING, AND/OR OTHERWISE USING THE UPORDER SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, DO NOT ACCESS, BROWSE OR OTHERWISE USE THE PLATFORM OR THE UPORDER SERVICES.

The Company may, in its sole discretion, elect to suspend or terminate access to, or use of the UpOrder Services to anyone who violates these Terms.

If you register for a free trial of the UpOrder Services, the applicable provisions of these Terms will govern that free trial.

The original language of these Terms is English. The Company may make available translations for convenience. In case of conflicts between the original English version and any translation, the English version shall prevail.

DEFINITIONS
  • Account
    The primary means for accessing and using the UpOrder Services, subject to payment of a Fee designated in the selected Plan;
  • Authorization
    Authorization
  • Client
    A natural or legal person who has accepted these Terms with the Company;
  • Client Data
    Files and any other digital data and information, which is subjected to the UpOrder Services or otherwise inserted to the System by the Client (including the specific Users, Store Information, Customers, Orders, transactions, Products, persons, associated with the Client);
  • Content
    Any data and information available through UpOrder Services or contained within the structure of the System, articles, documents, brochures, presentations, pictures, images, audiovisual works, other informational materials and any comments;
  • Shopify Account
    A Client’s account with the Shopify commerce platform (www.shopify.com);
  • Fee
    A one-time or recurring payment for using the activated Account;
  • Files
    Documents of any kind (images, spreadsheets, text files, etc.) that are inserted to the System by the Client, and usually associated with a particular Shopify Account or Person;
  • Free Trial
    Temporary access for the purposes of trying out the Web Site and UpOrder Services in accordance with any selected Plan without paying a Fee;
  • Guidelines
    Additional guidelines or rules applicable to specific features, applications, products, or services which may be posted from time to time on the Platform or otherwise made available on or through the UpOrder Services;
  • Plan
    Various criteria related to the use and functionality of the UpOrder Services and on which the Fee is based;
  • Platform
    The UpOrder applications:  UpOrder Email Notifications:  https://shopify.uporder.com/
  • Products
    The goods or services that a Client is offering to persons;
  • Special Terms
    Any particulars, specifications and conditions by which the parties have agreed to deviate from these Terms;
  • System
    The integrated cloud computing solution for providing the UpOrder Services, including applications, software, hardware, data bases, interfaces, associated media, documentation, updates, new releases and other components or materials provided therewith;
  • UpOrder Materials
    The visual interfaces, graphics, design, systems, methods, information, computer code, software, services, “look and feel”, organization, compilation of the content, code, data, and all other elements of the UpOrder Services;
  • UpOrder Services
    The Web Site, System, Content, Platform and all content, services and/or products available on or through the Platform;
  • User
    A natural person granted with the Authorization to use the Account on behalf of a Client;
  • Web Site
    The compilation of all web documents (including images, ruby and html files) made available via www.spently.com, www.uporder.com or its related sites, sub domains or domains with identical names under other top domains and owned by the Company.
AUTHORITY TO ENTER INTO THESE TERMS WITH COMPANY

The use of the UpOrder Services is subject to acceptance of these Terms. To accept these Terms for itself or on behalf of a Client, a person must have the legal capacity to do so. In the case of an individual, the individual must be at least 18 years of age or have valid authorization from his/her legal representative or custodian. In the case of a legal entity, the entity must be duly incorporated and in good standing.

The Terms are accepted as soon as one of the following occurs first:
  • the person has received the confirmation of the creation of the Account and necessary credentials from the Company in order to log in to his/her/its Account;
  • for those UpOrder Services and parts of the Web Site the use of which is not dependent on creating an Account, upon the moment of gaining access to such services.
  • You may not, without the Company’s prior written consent, access the UpOrder Services (i) for production purposes, (ii) if you are a competitor of UpOrder, (iii) to monitor the availability, performance or functionality of the UpOrder Services or (iv) for other benchmarking or competitive purposes.
  • Once accepted, these Terms remain effective until terminated as provided for herein.
MODIFICATIONS TO TERMS

The Company reserves the right, at its sole discretion, to change, modify, add, or remove portions of the Terms at any time by posting such changes to this Web Site, on or through the Platform or the UpOrder Services. Please check these Terms periodically for changes. Your continued use of the Web Site, Platform or UpOrder Services after such changes have been posted as provided above constitutes your binding acceptance of such changes. Notwithstanding the foregoing, the resolution of any dispute that arises between you and the Company will be governed by the Terms in effect at the time such dispute arose.