As used in this Agreement, "you" and "your" refers to you, the person or entity accessing the Services; "we" means (and "us", "our", "ours" and "ourselves" refer to) ShopPad; and "party" or "parties" refers to both you and us. The effective date of this Agreement is when you accept it, in accordance with the terms and conditions that are set out below.
YOUR ACCESS TO AND USE OF THE SERVICES IS SUBJECT TO LEGALLY BINDING TERMS AND CONDITIONS. PLEASE CAREFULLY READ ALL OF THE FOLLOWING TERMS AND CONDITIONS BEFORE YOU PROCEED. ACCESSING OR USING THE SERVICES IS THE EQUIVALENT OF YOUR SIGNATURE AND INDICATES YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS AND THAT YOU INTEND TO BE LEGALLY BOUND BY THEM. IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, PLEASE DO NOT USE THE SERVICES.
ShopPad reserves the right to update and change the Terms of Service by posting updates and changes to the ShopPad website. Your continued use of the Services after such revisions are posted will signify your agreement to these revised terms. Therefore, you should visit this page periodically to review this Agreement.
We develop and make available to you services which are designed to enhance your ecommerce platform. Our ecommerce services are built to provide additional value-add features to your existing storefront. In some cases, our apps may permit you to receive, sell, and otherwise use material ("Uploaded Content") which is uploaded by third parties ("Content Uploaders"). For more information about Uploaded Content and Content Uploaders, please see the "Uploaded Content" heading below. We can also custom develop software for your store, provide software services, and many other ecommerce services.
The specifics of each aspect of the Services (including technical details, support and pricing information) are posted on our website, as we may amend them from time to time, as well as in any applicable statement of work, or order form, we may issue to you, in respect of the Services. Where you engage us to custom develop Services, the details of our engagement will be governed by any additional documents and agreements as part of that engagement.
If you have any questions about any terms or details of any of our Services, please reach out to us at the contact information below.
ShopPad shall use commercially reasonable efforts to provide technical support for Services. We are not responsible for providing technical support for any applications, products, or services provided to you by third parties.
Unless otherwise indicated, the sale is finalized when you purchase the Service. When you make a payment, you confirm that you are entitled to use the method which you have used to make the payment.
All payments to ShopPad do not include applicable sales, goods and services, harmonized, or any other taxes or fees, which may be charged by governmental authorities. Such taxes and/or fees will be added to the total amount you are required to pay and billed to your method of payment. Payment of these taxes and/or fees will be your sole responsibility.
You agree to indemnify and hold harmless ShopPad and its officers, directors, subsidiaries, affiliates, employees, representatives, agents, licensors and their respective successors and assigns (collectively, its "Others"), against any chargeback costs (plus any taxes or related fees) which we are required to pay, as a result of a payment dispute with you or in relation to a payment you have made to us for the Services.
In the event that you are billed directly by us, in most cases, you will be billed in advance of your payment period, typically monthly. In some cases, such as for overages, you may be billed in the month after the overages incurred. You must make all payments, without any setoff or deduction for any reason, within fifteen (15) days of the date of your invoice in a manner determined by us in our sole discretion. For payments made by credit card, you hereby authorize ShopPad to charge your credit card on your invoice date until this Agreement is terminated.
All payments are made payable in USD (United States Dollars).
We may offer a trial period for certain Services before being required to purchase or subscribe. The duration and specific terms of the trial period will be displayed during the Services install process. You will not be charged for the Services until the trial period has expired.
You agree that even though you may have access to the Services on a trial basis, free of charge, you will be bound by the terms and conditions of this Agreement. Your continued use of the Services following the conclusion of the trial period constitutes your consent to be charged for those Services and to the provisions in this Agreement.
If you breach any provision of this Agreement (as determined by us, in our sole discretion), we may terminate this Agreement and you may no longer use the Services. We may, at any time, and for any reason, with or without cause, and in our sole discretion, immediately suspend or terminate (in whole or in part) your permission to use the Services and this Agreement, all without notice or liability to you or to any other person.
You must be 18 years or older to use the Service. You are responsible for keeping your password secure. ShopPad cannot and will not be liable for any loss or damage from your failure to maintain the security of your account and password. You may not use the ShopPad service for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws) as well as the laws of the United States of America and the state of California.
Verbal or written abuse of any kind (including threats of abuse or retribution) of any ShopPad customer, ShopPad employee, member, or officer will result in immediate account termination.
We shall not be responsible for refunding or otherwise paying any funds, amounts or credits that may be owed to you if we have suspended or terminated your permission to use the Services or any part thereof. We reserve the right to cease, suspend or interrupt operation of, or access to, the Services or any part thereof, and we shall not be required to provide any notice in respect of such cessation, suspension or interruption of access, nor shall we have any liability for such cessation, suspension or interruption of access.
While we do not offer any refunds on the Services and all sales are final, you may cancel your subscription(s) before your next billing cycle for no additional charges by providing written notice to ShopPad thirty (30) days prior to the next billing cycle. For Services that you are billed through Shopify's ecommerce platform, uninstallation of the application shall serve as a sufficient alternative to written notice. Upon termination, all payments for Services received pursuant to this Agreement shall become due immediately. Please note that this cancellation policy may not apply to custom developed Services or deliverables which you have engaged us to create/perform for you.
When the Services are terminated by you or by us, for any reason, we will stop providing the Services to you, and you will no longer be able to access your ShopPad account. You shall uninstall and/or delete any apps or other software you have downloaded from us. The termination of the Services may result in the loss of content which is associated with your account and we are not responsible for storing or providing you copies of such content.
Provisions which, by their nature, should survive termination of this Agreement (including, without limitation, obligations you have to pay or indemnify us, limitations on our liability and any releases of us, terms regarding confidentiality, ownership of intellectual property rights and rules which govern disputes between us), shall survive termination of this Agreement.
We reserve the right to modify, update, remove or disable access to any Services, without notice to you, and we will not be liable to you if we exercise those rights. When you purchase a particular Service, you are purchasing the right to use that Service as of the time you purchase it. You are not paying for the right to any updates, upgrades or future versions of the Services, though we may make such updates, upgrades or future versions available to you, in our sole discretion. We do not warrant, represent or undertake to provide any updates and in no event shall we be liable to you for our failure to do so. Furthermore, ShopPad reserves the right at any time to time to modify or discontinue, the Service (or any part thereof) with or without notice. ShopPad shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Service.
From time to time, ShopPad may provide upgrades, patches, enhancements, or fixes for the Services to its customers generally without additional charge ("Updates"), and such Updates will become part of the Service and subject to this Agreement; provided that ShopPad shall have no obligation under this Agreement or otherwise to provide any such Updates. Client understands that ShopPad may cease supporting old versions or releases of the Services at any time in its sole discretion; provided that ShopPad shall use commercially reasonable efforts to give Client sixty (60) days prior notice of any major changes. For clarity, ShopPad may also offer new features for an additional fee, and Client may subscribe to such new features by executing a new order form.
As between the parties, ShopPad retains all right, title, and interest in and to the Services, and all software, products, works, and other intellectual property and moral rights related thereto or created, used, or provided by ShopPad for the purposes of this Agreement, including any copies and derivative works of the foregoing. No rights or licenses are granted except as expressly set forth in this Agreement. Client may from time to time provide suggestions, comments or other feedback to ShopPad with respect to the Service ("Feedback"). Feedback, even if designated as confidential by Client, shall not create any confidentiality obligation for ShopPad notwithstanding anything else. Client shall, and hereby does, grant to ShopPad a nonexclusive, worldwide, perpetual, irrevocable, transferable, royalty-free, fully paid up license, with the right to sublicense, to use and exploit the Feedback for any purpose.
ShopPad is permitted to disclose (including through display of your logo) that you are one of its customers (including in its publicity and marketing materials), provided that you may revoke the foregoing rights upon prior written notice to ShopPad.
Subject to your compliance with the terms and conditions of this Agreement, we hereby grant to you a limited, non-exclusive, non-assignable, non-sublicensable, revocable right to install and use the Services for the purpose of operating your online store. This right terminates upon termination of this Agreement or any other agreements previously provided to you by us, as may be applicable. Any and all rights not expressly granted to you are reserved by us, and this Agreement does not confer to you a proprietary interest in any Services.
All materials displayed or otherwise accessible on or through the Services, including source code ("Our Content"), and the selection and arrangement of Our Content, are protected by copyright, pursuant to copyright laws, international conventions and other copyright laws. We either own the intellectual property rights, including copyright, or have acquired the necessary rights or licences, in Our Content. Portions of Our Content may have been licensed to us or published on our website, or as part of our Services, by third parties. Any reproduction, modification, publication, transmission, transfer, sale, distribution, display or exploitation of the Services or Our Content, whether in whole or in part, without our express written permission, is strictly prohibited.
Certain words, phrases, names, designs or logos made available on or through the Services may constitute trademarks, service marks, or trade names that are owned by us or others. The display of such marks on or through the Services does not imply that you have been granted a licence by us or others with respect to them.
If you believe in good faith that any material that is made available on or through the Services, infringes your copyright, please notify us using the contact information below.
You expressly understand and agree that ShopPad shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses resulting from the use of or inability to use the service. In no event shall ShopPad or our suppliers be liable for lost profits or any special, incidental or consequential damages arising out of or in connection with our site, our services or this agreement (however arising including negligence). You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service without the express written permission by ShopPad.
Subject to the terms and conditions of this Agreement, you are granted a limited personal, non-exclusive, non-transferable, revocable license to access, view and use our website, including a limited license to download, print and store single copies of Our Content (other than source code) from our website, for your personal use, provided that you maintain all copyright and other notices contained in such items and you do not (and do not allow any third party to) copy, modify, create derivative works of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, in our website. Our Content must not be reproduced, republished, or disseminated in any manner or form without our prior written consent or the prior written consent of the third parties from which such information was collected, as the case may be.
We are not a party to any relationship between you and any third party, including, but not limited to, you and your ecommerce platform or you and your customers (your "Customers"), and as such, we have no responsibility to you as regards to your relationships with these third parties. You acknowledge and agree that you have no recourse against us for any acts or omissions of third parties, and your interaction with third parties is entirely at your own risk.
Your use of the Services may rely on services and products which are offered by third parties ("Third Party Services"). We have no responsibility to you for anything third parties do (or fail to do) and we provide no warranties or guarantees about third parties or Third Party Services. Your use of Third Party Services may be subject to specific terms and conditions which are set by those third parties.
We may make third parties' content and materials ("Third Party Content") available to you through our websites, such as reviews. Our making available of such Third Party Content does not constitute an endorsement or recommendation, and we are not responsible for any reliance you may place on Third Party Content. We make no warranties or representations as to any Third Party Content and we shall have no liability for it. Any opinions or statements made by third parties are those of such third parties, and do not necessarily state or reflect our views.
You agree that we will have no liability to you with respect to the acts, omissions, errors, representations, warranties, breaches or negligence for any damages or expenses resulting in any manner from your interactions with any: a) third parties; b) Third Party Services; or c) Third Party Content, and we are not obliged to become involved in any disputes you may have with any third parties. If you have a dispute with any third parties, you release ShopPad and its Others from any direct, indirect, incidental, special, consequential, exemplary or other damages whatsoever, including, without limitation, any direct, indirect, incidental, special, consequential, exemplary or other damages, arising out of or in any way related to such disputes and/or our Services.
Some of our Services may permit you to sell or otherwise enable Uploaded Content, which is material that has been uploaded by Content Uploaders. When you sell or otherwise enable Uploaded Content from Content Uploaders, the following rules apply (in addition to all other terms of this Agreement). You grant us a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual licence to use, display, edit, modify, reproduce, distribute, store, and prepare derivative works of Uploaded Content, to provide the Services and to promote the Services, in any formats and through any channels, whether now or later existing (and you represent and warrant that you have obtained the necessary permissions and rights to grant us this licence). You acknowledge that WE HAVE NO LEGAL RELATIONSHIP WITH CONTENT UPLOADERS, and we are not responsible for the Uploaded Content, or anything else related to Content Uploaders. UPLOADED CONTENT AND CONTENT UPLOADERS ARE SOLELY YOUR RESPONSIBILITY. YOU WILL BE RESPONSIBLE FOR ANY LOSSES OR DAMAGES WE SUFFER BECAUSE OF UPLOADED CONTENT OR CONTENT UPLOADERS. Without limiting any other limitation of liability, indemnity or release set out in this Agreement, you agree that we have no liability to you for any losses or damages you might suffer because of Uploaded Content or Content Uploaders. Further, you agree to indemnify and hold harmless ShopPad and its Others from any claim or demand (including reasonable legal fees, expert fees and other reasonable litigation costs), arising from, incurred as a result of, or in any manner related to, Uploaded Content or Content Uploaders. You represent and warrant that Content Uploaders have the necessary rights (including, without limitation, intellectual property rights) to: a) upload Uploaded Content; and b) enable you to use (including offering for purchase) Uploaded Content, as part of your use of the Services. We do not review Uploaded Content and you are solely responsible for ensuring it complies with this Agreement and all applicable laws.
You shall defend, indemnify, and hold harmless ShopPad, its affiliates and each of its and its affiliates’ employees, contractors, directors, suppliers, partners, third party service providers and representatives from all liabilities, claims, and expenses ("Losses"), that arise from or relate to your data or use of the Service.
Company shall use reasonable commercial efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Professional Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company's reasonable control. However, Company does not warrant that the Services will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from use of the Services.
EXCEPT FOR ANY EXPRESS WARRANTIES SET FORTH HEREIN, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" AND IS WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE, USAGE OF TRADE, OR COURSE OF DEALING, ALL OF WHICH ARE EXPRESSLY DISCLAIMED.
IN NO EVENT SHALL SHOPPAD, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, THIRD PARTY SERVICE PROVIDERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) THE FEES PAID (OR PAYABLE) BY CLIENT TO ShopPad HEREUNDER IN THE THREE (3) MONTHS PRIOR TO THE EVENT GIVING RISE TO A CLAIM HEREUNDER.
These Terms represent the complete agreement concerning the Service between You and ShopPad and supersede all prior agreements and representations related to the subject matter hereof. These Terms shall be deemed agreed in and governed by the laws of the State of California, excluding choice of law principles. All proceedings shall be conducted in English. You agree that venue for all proceedings shall be Alameda County, California, provided that venue shall also be proper in any court of competent jurisdiction where ShopPad seeks (a) injunctive relief against You to enforce the Terms; and/or (b) to join You in a suit brought by a third party related to the Service or the Site. The United Nations Convention for the International Sale of Goods shall not apply. Section headings are provided for convenience only and have no substantive effect on construction. Except for Your obligation to pay ShopPad, neither party shall be liable for any failure to perform due to causes beyond its reasonable control. Notice shall be deemed effective when received by the designated fax, email, or postal address. If any provision is held to be unenforceable, the Terms shall be construed without such provision. The failure by a party to exercise any right hereunder shall not operate as a waiver of such party's right to exercise such right or any other right in the future.
Questions about the Terms of Service should be sent to firstname.lastname@example.org.