Terms of Use
Effective Date: [10/25, 2025]
These Terms of Use ("Terms") govern your access to and use of the website, mobile site, and related services (collectively, the "Site") operated by **[UDPSONIC]**, a business of **[JC DIVA LTD UK]** ("we," "us," or "our"). By accessing or using the Site, you agree to be bound by these Terms and our [Privacy Policy]([https://udpsonic.com/pages/privacy-policy]). If you do not agree, do not use the Site.
## 1. Eligibility & Account
1.1 **Eligibility.** You must be at least the age of majority in your jurisdiction to use the Site or make a purchase. By using the Site, you represent that you meet this requirement and have the legal capacity to enter into these Terms.
1.2 **Account Registration.** Some features may require creating an account. You agree to provide accurate, current, and complete information and to keep it updated. You are responsible for safeguarding your login credentials and all activity under your account.
1.3 **Business Users.** If you use the Site on behalf of a business or entity, you represent that you have authority to bind that entity to these Terms, and "you" refers to that entity.
## 2. Products, Pricing & Availability
2.1 **Product Information.** We strive for accuracy in product descriptions, images, specifications, and pricing, but errors may occur. Colors and details may vary depending on your device.
2.2 **Pricing & Taxes.** Prices are shown in [JPY] unless stated otherwise. Applicable taxes, duties, and fees may be added at checkout. You are responsible for any customs duties or import taxes for international orders.
2.3 **Availability.** Products may be limited in quantity and are subject to return or exchange only according to our [Return Policy]([https://udpsonic.com/pages/%E3%82%AD%E3%83%A3%E3%83%B3%E3%82%BB%E3%83%AB-%E8%BF%94%E5%93%81-%E4%BA%A4%E6%8F%9B%E3%81%AB%E3%81%A4%E3%81%84%E3%81%A6]). We reserve the right to discontinue any product at any time.
2.4 **Errors.** We may correct errors, inaccuracies, or omissions and change or update information without prior notice, including after you have submitted an order. If a pricing error affects your order, we may cancel the order and refund any amount charged.
## 3. Orders & Payment
3.1 **Order Acceptance.** Your order is an offer to purchase. We may accept, reject, or limit your order for any reason (e.g., suspicion of fraud, limited stock, incorrect pricing). We will notify you if we cannot fulfill your order.
3.2 **Payment Methods.** We accept the payment methods shown at checkout, which may include Shopify Payments, credit/debit cards, digital wallets, or other processors. By submitting payment information, you represent that you are authorized to use the chosen method and authorize us (and our payment processors) to charge the total order amount, including taxes, shipping, and fees.
3.3 **Pre‑Orders & Backorders (Optional).** If you place a pre‑order/backorder, you acknowledge that delivery will occur at a future date and that estimated dates are not guaranteed. We may capture payment at the time of order or shipment, consistent with applicable law.
3.4 **Subscriptions (Optional).** For subscription products, you authorize recurring charges until canceled in accordance with our [Subscription Terms]You may cancel before the next billing date as described in those terms.
3.5 **Order Changes & Cancellations.** Once an order is submitted, we may be unable to modify or cancel it. Please review your order carefully prior to checkout.
## 4. Shipping, Delivery & Risk of Loss
4.1 **Shipping & Delivery.** Shipping options, fees, and estimated timelines are described on our [Shipping Policy]. Estimated delivery times are not guaranteed.
4.2 **Risk of Loss; Title.** Risk of loss passes to you upon our delivery of the products to the carrier. Title to products transfers when payment is received in full and the product is shipped.
4.3 **Inspection.** Please inspect your order upon receipt and contact us promptly about any missing, incorrect, or damaged items.
## 5. Returns, Exchanges & Refunds
Returns and exchanges are subject to our [Return Policy]. Certain items may be final sale or non‑returnable.
**EU/UK Consumers (Optional).** If you are a consumer in the EU/UK, you may have a statutory right to withdraw from distance purchases within 14 days as described in our Return Policy and local law.
## 6. User Content & Conduct
6.1 **User Content.** You may submit reviews, comments, photos, or other content ("User Content"). You grant us a non‑exclusive, worldwide, royalty‑free, sublicensable, and transferable license to use, reproduce, modify, publish, display, distribute, and create derivative works of your User Content for any lawful purpose and in any media.
6.2 Prohibited Conduct. You agree not to:
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Violate any applicable law or regulation;
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Infringe or misappropriate intellectual property or privacy rights;
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Upload malicious code or interfere with the Site’s operation;
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Use scraping, crawling, or automated means without our prior written consent;
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Use the Site for fraudulent, deceptive, or harmful activities.
We may remove User Content or suspend access for violations of these Terms.
7. Intellectual Property
All content on the Site—including text, graphics, logos, images, audio, video, software, and the compilation thereof—is owned by us or our licensors and is protected by intellectual property laws. You may not use our trademarks, trade dress, or content without our prior written permission, except as allowed by law.
8. Third‑Party Services & Links
The Site may contain links to third‑party websites or services (including payment processors and Shopify App integrations). We do not control and are not responsible for such third‑party content or practices. Your use of third‑party services is at your own risk and may be subject to separate terms and privacy policies.
9. Promotions, Gift Cards & Store Credit
9.1 Promotions. Promotional offers may be subject to additional terms. We may modify or terminate promotions at any time.
9.2 Gift Cards/Store Credit. Use of gift cards or store credit is subject to the terms provided at issuance and applicable law. Gift cards are not reloadable, redeemable for cash (except as required by law), or replaceable if lost or stolen.
10. Disclaimers
10.1 General. The Site and all products and services are provided on an "AS IS" and "AS AVAILABLE" basis without warranties of any kind, express or implied, including implied warranties of merchantability, fitness for a particular purpose, title, and non‑infringement, to the fullest extent permitted by law.
10.2 No Guarantee. We do not warrant that the Site will be uninterrupted, secure, or error‑free, or that defects will be corrected.
Consumer Rights. Some jurisdictions do not allow limitations on implied warranties; these limitations may not apply to you.
11. Limitation of Liability
To the fullest extent permitted by law, in no event shall we or our affiliates, officers, directors, employees, agents, suppliers, or licensors be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenues, data, goodwill, or other intangible losses, arising out of or related to your use of the Site or purchase of products.
Our total liability for any claim shall not exceed the amount you paid to us for the product(s) giving rise to the claim during the 12 months preceding the event giving rise to liability, or [Currency Amount], whichever is greater. Some jurisdictions do not allow certain limitations; some or all of the above limitations may not apply to you.
12. Indemnification
You agree to defend, indemnify, and hold harmless us and our affiliates, officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys’ fees) arising out of or related to your violation of these Terms or misuse of the Site.
13. Compliance, Export & Sanctions
You agree to comply with all applicable laws, including export control and sanctions laws. You may not use the Site or purchase products if doing so would violate such laws or cause us to be in violation of them.
14. Dispute Resolution (Arbitration Optional)
Arbitration (Optional). Except where prohibited by law, any dispute arising from these Terms or your use of the Site will be resolved by binding arbitration on an individual basis, and not in a class or representative action. Arbitration shall be conducted in [UK] under the rules of [Arbitration Body]. You and we waive the right to a jury trial. Nothing in this Section prevents either party from seeking equitable relief in court for misuse of intellectual property or breach of confidentiality.
Consumers. If you are a consumer and your jurisdiction prohibits mandatory arbitration or class action waivers, this Section does not apply.
15. Governing Law & Venue
These Terms are governed by the laws of [England and Wales / Japan], without regard to conflict‑of‑law principles. You consent to the exclusive jurisdiction and venue of the courts located in UK] for any dispute not subject to arbitration.
16. Suspension & Termination
We may suspend or terminate your access to the Site at any time, with or without notice, for conduct that we believe violates these Terms, violates applicable law, or is harmful to other users, us, or third parties. Upon termination, Sections intended to survive (including 6–17) shall continue in effect.
17. Changes to the Site or Terms
We may update or modify the Site and these Terms at any time. Changes are effective upon posting to the Site with an updated "Effective Date." Your continued use after changes constitutes acceptance. If we make material changes, we may provide additional notice where required by law.
18. Contact Us
[UDPSONIC] / [JC DIVA LTD UK]
Address: [ UNIT 1.15, Q WEST, 1100 GREAT WEST ROAD, BRENTFORD, TW8 0GP]
Email: [SUPPORT@UDPSONIC.COM]
Phone: [TEL:+44 07555519897]