Terms of service

UPKLO TERMS OF SERVICE (B2B WHOLESALE)

Last Updated: December 16, 2025

These Terms of Service (“Terms”) govern your access to and use of the Upklo website, platform, and related services (collectively, the “Services”). “Upklo,” “we,” “us,” or “our” refers to Upklo, LLC.

IMPORTANT: Upklo is a business-to-business (B2B) wholesale and business procurement platform. The Services are not intended for consumer/personal use.

By accessing, applying for an account, creating an account, placing an order, or using the Services, you agree to these Terms and our Privacy Policy (together, the “Agreement”). If you do not agree, do not use the Services.

1. ELIGIBILITY; BUSINESS USE ONLY

You represent and warrant that:

You are at least the age of majority in your jurisdiction.
You are using the Services solely for business purposes (commercial use, resale, or business procurement).
You have authority to bind the business you represent.
All information you provide is accurate, current, and complete.

We may refuse service to any person or entity at any time for any lawful reason.

2. ACCOUNT APPLICATION, APPROVAL, AND VERIFICATION

2.1 Account Approval

Certain features (including ordering) may require account approval. Upklo may approve, deny, suspend, or terminate any account in its sole discretion, including where we believe there is elevated fraud risk, non-compliance, or misuse.

2.2 Verification Requirements

To protect the platform and comply with payment processor requirements, you agree that Upklo may require additional documentation at any time, including:

business formation documents, resale certificates, EIN/W-9, IDs, or proof of address
proof of authorization to use payment method(s)
confirmation of billing/shipping details
written confirmations or additional identity/business checks

Failure to comply may result in order cancellation, delayed fulfillment, account suspension, or termination.

2.3 Account Security

You are responsible for maintaining confidentiality of your account credentials and for all activity under your account. You may not transfer, sell, assign, or share access to your account.

3. ORDERS; ACCEPTANCE; RIGHT TO CANCEL OR HOLD

3.1 Order Acceptance

Placing an order is an offer to purchase. Upklo may accept or reject any order. An order is not accepted until Upklo confirms acceptance and/or the order enters fulfillment processing.

3.2 Fraud/Risk Holds

Upklo may place orders on hold or cancel orders if, in our judgment, an order or account presents fraud, chargeback, policy, or compliance risk (including mismatched billing/shipping data, velocity spikes, unusual patterns, or insufficient verification).

3.3 Cancellation

You are responsible for reviewing orders before submission. Orders may be non-cancelable once processing begins. If an order is cancelled, your remedy is governed by our Return & Refund Policy.

4. PRICING, BILLING, TAXES

Prices and availability may change without notice. You agree to provide accurate billing and payment information and to promptly update it.

You represent and warrant that you are authorized to use the payment method provided and that all charges will be honored.

We may correct pricing errors, misprints, or system errors and may cancel or refuse orders affected by such errors.

5. SHIPPING, DELIVERY, TRACKING, AND RISK OF LOSS

5.1 Shipping Timelines

Shipping and delivery estimates are not guarantees. Because Upklo fulfills orders through wholesale distribution and carrier networks, order processing and tracking availability may vary.

5.2 Tracking

Tracking information is provided when available from carriers and/or supplier fulfillment systems. Tracking may take time to update after dispatch.

5.3 Risk of Loss

Title and risk of loss pass to you upon transfer of the product to the carrier, unless otherwise required by applicable law.

5.4 Delivery Issues

If you report a delivery issue (lost, stolen, misdelivered, damaged), you must notify us within the timeframe stated in our Return & Refund Policy and cooperate with any carrier claim or investigation.

6. RETURNS, REFUNDS, RESTOCKING, AND CHARGEBACKS

6.1 Policy Controls

Returns, refunds, replacements, and credits are governed only by our Return & Refund Policy and any signed reseller agreement you have with Upklo. In the event of conflict, the signed agreement controls.

6.2 Chargebacks and Payment Disputes

You agree to contact Upklo first to attempt resolution before initiating any bank dispute or chargeback.

If you initiate a chargeback while an order is in good standing (including where shipment/tracking indicates in-transit or delivered), you agree that Upklo may:

suspend your account and reject future orders,
require additional verification for future purchases,
pursue lawful recovery of amounts owed, and
submit all relevant evidence to dispute the chargeback.

Nothing in these Terms limits your statutory rights, but you agree not to misuse chargebacks as a substitute for our support and return process.

7. BUSINESS COMPLIANCE; RESELLER RESPONSIBILITIES

If you resell Upklo products, you are solely responsible for:

marketplace compliance (Amazon/Walmart/eBay/other),
customer service, end-customer disputes, and buyer communications,
sales taxes/VAT/GST and any required filings,
listing accuracy and lawful claims/marketing,
export/import compliance if applicable.

Upklo is not responsible for your marketplace account standing, metrics, listing removal, or policy enforcement actions.

8. PRODUCT INFORMATION; SUBSTITUTIONS

We aim for accurate listings, but product descriptions, packaging, images, SKUs, and manufacturer specs may change.

If an item is out of stock or discontinued, we may cancel the order or, when appropriate, offer an alternative. Any substitution is subject to our policies and your approval where required.

9. PROHIBITED USES

You may not use the Services to:

engage in fraud, money laundering, or unauthorized payment activity
submit orders using stolen or unauthorized payment methods
manipulate disputes/chargebacks or bypass verification
scrape the site, attack systems, or distribute malware
impersonate others or misrepresent business identity
violate laws, carrier rules, or third-party rights

We may suspend or terminate accounts immediately for suspected prohibited activity.

10. INTELLECTUAL PROPERTY

All content and materials on the Services are owned by Upklo or its licensors and protected by applicable laws. You may not copy, reproduce, distribute, or exploit any part of the Services without written permission.

11. THIRD-PARTY SERVICES AND LINKS

The Services may reference or link to third-party websites, tools, carriers, suppliers, or services. We are not responsible for third-party content, availability, or practices.

12. SHOPIFY PLATFORM RELATIONSHIP

Upklo is powered by Shopify, which provides the ecommerce platform. All purchases are made directly with Upklo. Shopify is not responsible for sales, fulfillment, disputes, or customer service between you and Upklo, and you release Shopify from claims related to those transactions to the fullest extent permitted by law.

13. DISCLAIMER OF WARRANTIES

To the fullest extent permitted by law, the Services and products are provided “AS IS” and “AS AVAILABLE,” without warranties of any kind, express or implied, including merchantability, fitness for a particular purpose, and non-infringement.

We do not guarantee uninterrupted or error-free operation of the Services, nor do we guarantee that product availability, delivery estimates, or carrier performance will meet your expectations.

14. LIMITATION OF LIABILITY

To the fullest extent permitted by law, Upklo and its affiliates, officers, employees, agents, and service providers will not be liable for indirect, incidental, punitive, special, or consequential damages, including lost profits, lost revenue, business interruption, or loss of data, arising from your use of the Services or products.

Upklo’s total liability for any claim will not exceed the amount you paid to Upklo for the order giving rise to the claim, unless required otherwise by law.

15. INDEMNIFICATION

You agree to indemnify and hold harmless Upklo, Shopify, and our affiliates and service providers from claims, losses, damages, liabilities, and expenses (including attorneys’ fees) arising from:

your breach of these Terms,
your resale activity or marketplace conduct,
your violation of laws or third-party rights,
chargebacks or disputes arising from your end customers or your payment method.

16. TERMINATION

Upklo may terminate or suspend access to the Services at any time for any lawful reason, including suspected fraud, policy violations, or verification failures.

Termination does not relieve you of amounts owed or obligations that by nature survive termination (including disputes, indemnification, limitation of liability, and recordkeeping).

17. CHANGES TO TERMS

We may update these Terms by posting an updated version to our website. Continued use after the effective date constitutes acceptance.

18. GOVERNING LAW; VENUE

These Terms are governed by the laws of the state where Upklo is headquartered, without regard to conflict-of-law rules. You consent to jurisdiction and venue in the state and federal courts located there.

19. CONTACT

Questions about these Terms: support@upklo.com