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TERMS OF SERVICE – SHOPCONNECT

Last updated on: February 15, 2022

BY USING OUR SERVICES OR SIGNING UP FOR A SHOPCONNECT ACCOUNT, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THESE TERMS (“TERMS OF SERVICE”).

PLEASE ENSURE THAT YOU READ AND UNDERSTAND ALL OF THESE LICENSE TERMS BEFORE YOU START USING THE SOFTWARE, AS YOU WILL BE BOUND BY THESE TERMS UPON BEGINNING TO MAKE USE OF OUR SERVICES.

IF YOU DO NOT AGREE WITH ANY OF THESE LICENSE TERMS, YOU MUST IMMEDIATELY CEASE ACCESSING AND USING THE WEBSITE AND/OR THE SERVICES BEING PROVIDED UNDER THESE TERMS. YOUR ACCEPTANCE OF THESE TERMS OF SERVICE WILL OPERATE AS A BINDING AGREEMENT BETWEEN YOU AND SMARTCUE LLC IN RESPECT OF YOUR USE OF THE SOFTWARE, AND/OR SUBSCRIPTION OF AVAILABLE SERVICES.

As used in these Terms of Service, “we”, “us”, “our” and “ShopConnect” means nVipani Technology Solutions Private Limited, and “you” means the business employing the ShopConnect User (if registering for or using a ShopConnect Service as a business) and any of its affiliates.

The services offered by ShopConnect under these Terms of Service include various products and services that enable you to utilize the tools, services and technology for creating/hosting your online stores or sell such products and/or services to your customers. Any such service or services offered by ShopConnect are referred to in these Terms of Services as the “Service(s)”. Any new features or tools which are added to the current Services will also be subject to the Terms of Service.

You must read, agree with and accept all of the terms and conditions contained or expressly referenced in these Terms of Service, including ShopConnect’s Prohibited List of Activities (provided hereunder) and Privacy Policy, and the Additional E.U. Merchants Terms ("EU Terms") and ShopConnect’s Data Processing Addendum (“DPA”) (if applicable) before you may sign up for a ShopConnect Account or use any ShopConnect Service (Company Policies).

NOW THEREFORE, in consideration of, and subject to, the representations, promises, mutual covenants, agreements, terms and conditions herein contained the mutual benefits to be derived therefrom and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows hereunder:

  • TERM AND TERMINATION
  1. Term. The term of these Terms of Service will begin on the date of your completed registration for use of a Service and continue until terminated by us or by you, as provided below (the “Term”). 
  2. Termination for Cause. Without limiting any other remedies, we may suspend or terminate your Account or the Terms of Service for any reason, without notice and at any time (unless otherwise required by law), including if we suspect that you have engaged in fraudulent activity in connection with the use of the Services. Termination of the Terms of Service will be without prejudice to any rights or obligations which arose prior to the date of termination. Upon termination of the Services by either party for any reason:
    1. ShopConnect will cease providing you with the Services and you will no longer be able to access your Account;
    2. unless otherwise provided in the Terms of Service, you will not be entitled to any refunds of any Fees, pro rata or otherwise;
    3. any outstanding balance owed to ShopConnect for your use of the Services through the effective date of such termination will immediately become due and payable in full; 
    4. your ShopConnect Store will be taken offline; and
    5. Any amounts owed by you to ShopConnect shall be paid upon the final invoice being raised by ShopConnect.
  3. Cancellation. You may cease use of the Services at any time. You may terminate our Services at any time but subject to such cancellation being effective at the end of Term. Unless required by law, you will not receive a refund of any portion of the Fees paid for the then-current Term at the time of cancellation. To cancel the Subscription, you can either (i) email us at support@shopconnect.live and follow any instructions, if any, ShopConnect provides to you in response to your cancellation request, or (ii) for some kinds of Services (as intimated to You during the Account opening process), initiate a cancellation through your admin/billing settings within the Services. You will be responsible for all Fees incurred for the then-current Term. Cancelling your Services will not terminate your Account. 
  4. Survival. On termination/cancellation, as the case may be, all related rights and obligations under the Terms of Service immediately terminate, except that (a) you will remain responsible for performing all of your obligations in connection with transactions entered into before termination and for any liabilities that accrued before or as a result of termination; and Clause 2 (Account Terms), Clause 6 (Payment of Fees), Clause 7 (Confidentiality), Clause 8 (Intellectual Property and your Materials), Clause 9 (Limitation of Liability and Indemnification), Clause 10.3 (Third Party Services), Clause 11 (Miscellaneous Provisions) will survive the termination or expiration of these Terms of Service.
  • ACCOUNT TERMS
  1. To access and use the Services, you must register for a ShopConnect account (“Account”). To complete your Account registration, you must provide us with your full legal name, business address, phone number, a valid email address, and any other information indicated as required. ShopConnect may reject your application for an Account, or cancel an existing Account, for any reason, at our sole discretion. 
  2. You must be the older of: (i) 18 years, or (ii) at least the age of majority in the jurisdiction where you reside and from which you use the Services to open an Account.
  3. You confirm that you are receiving any Services provided by ShopConnect for the purposes of carrying on a business activity and not for any personal, household or family purpose.
  4. You acknowledge that ShopConnect will use the email address you provide on opening an Account or as updated by you from time to time as the primary method for communication with you (“Registered Email Address”). You must monitor the Registered Email Address you provide to ShopConnect and your Registered Email Address must be capable of both sending and receiving messages. Your email communications with ShopConnect can only be authenticated if they come from your Registered Email Address.
  5. You are responsible for keeping your password secure. ShopConnect cannot and will not be liable for any loss or damage from your failure to maintain the security of your Account and password.
  6. Technical support in respect of the Services is only provided to ShopConnect Users. Questions about the Terms of Service should be sent to the support team available at support@shopconnect.live.
  7. You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Services, or access to the Services without the express written permission by ShopConnect.
  8. You agree not to work around, bypass, or circumvent any of the technical limitations of the Services, use any tool to enable features or functionalities that are otherwise disabled in the Services, or decompile, disassemble or otherwise reverse engineer the Services. 
  9. You agree not to access the Services or monitor any material or information from the Services using any robot, spider, scraper, or other automated means.
  10. You understand that your Materials may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. “Materials” means Your Trademarks, copyright content, any products or services you sell through the Services (including description and price), and any photos, images, videos, graphics, written content, audio files, code, information, or other data provided or made available by you or your affiliates to ShopConnect or its affiliates. You are responsible for your Account, the Materials you upload to the ShopConnect Service and the operation of your ShopConnect Store. If you violate ShopConnect’s terms of service we may cancel your service access. If we need to reach you, we will communicate via the Registered Email Address.
  • ACCOUNT ACTIVATION
  • Administrative Account
    1. Subject to sub-clause hereinbelow, the person signing up for the Service by opening an Account will be the contracting party (“Administrative Account”) for the purposes of our Terms of Service and will be the person who is authorized to use any corresponding Account we may provide to the Business Owner in connection with the Service. You are responsible for ensuring that the name of the Business Owner (including the legal name of the company that owns the Store, if applicable) is clearly visible on the Store’s website.
    2. If you are signing up for the Services on behalf of your employer, your employer will be the Business Owner. If you are signing up for the Services on behalf of your employer, then you must use your employer-issued email address and you represent and warrant that you have the authority to bind your employer to our Terms of Service.
    3. Your ShopConnect Store can only be associated with one Business Owner. A Business Owner may have multiple ShopConnect Stores. “Store” means the online store (whether hosted by ShopConnect or on a third party website). 
  • Additional Accounts
    1. Based on your ShopConnect pricing plan, you can create one or more Additional Accounts (“Additional Accounts”) allowing other people to access the Account. Each Additional Account must include a full legal name and a valid email account. With Additional Accounts, the Business Owner can set permissions and let other people work in their Account while determining the level of access by Additional Accounts to specific business information.
    2. The Business Owner is responsible for: (a) ensuring it’s employees, agents and subcontractors, including via Additional Accounts, comply with these Terms of Service; and (b) any breach of these Terms of Service by the Business Owner’s employees, agents or subcontractors. The Business Owner acknowledges and agrees that Business Owner will be responsible for the performance of all of its obligations under the Agreement, regardless of whether it sublicenses or subcontracts any such obligations to any third party, including but not limited to any affiliates or subsidiaries of Business Owner.
    3. The Business Owner and the users under Additional Account(s) are each referred to as a “ShopConnect User”.
  • Payments Accounts
    1. Upon completion of the opening of the Account, ShopConnect shall assist in the payment account(s) to be created and operated with the Account.
    2. There may be an option for net banking, wire transfers and/ or other modes of payment that are provided by ShopConnect, and the same shall be intimated to you at time of Account opening.
  1.  
  • Domain Names. You hereby acknowledge and undertake that any domain name you may require/use shall be procured by you at your own cost. Once you provide us the domain name and credentials, ShopConnect shall link the same with respect to the Services to be provided. However, if you do not have a domain, then ShopConnect shall be hosting your Account as part of a sub-domain of ShopConnect’s domain. Alternatively, you may purchase a domain name through ShopConnect, the domain registration shall be pre-set to automatically renew each year so long as your ShopConnect Account remains active. You acknowledge that it is your sole responsibility to deactivate the auto-renewal function should you choose to do so.
  • SHOPCONNECT RIGHTS
    1. The Services have a range of features, modules, use cases and/or functionalities. Not all Services or features will be available to all Merchants at all times and we are under no obligation to make any Services or features available in any jurisdiction. Except where prohibited in these Terms of Service or by applicable law, we reserve the right to modify the Services or any part thereof for any reason, without notice and at any time.
    2. ShopConnect does not pre-screen Materials and it is in our sole discretion to refuse or remove any Materials from any part of the Services, including if we determine in our sole discretion that the goods or services that you offer through the Services, or the Materials uploaded or posted to the Services, violate our Prohibited List of Activities or these Terms of Service.
    3. Verbal or written abuse of any kind (including threats of abuse or retribution) of any ShopConnect employee, member, or officer will result in immediate Account termination.
    4. We reserve the right to provide our Services to your competitors and make no promise of exclusivity. You further acknowledge and agree that ShopConnect employees and contractors may also be ShopConnect customers or merchants and that they may compete with you, although they may not use your Confidential Information (as defined in Clause 7) in doing so.
    5. In the event of a dispute regarding Account ownership, we reserve the right to request documentation to determine or confirm Account ownership. Documentation may include, but is not limited to, a scanned copy of your business license/registration, government issued photo ID, or confirmation of your status as an employee of an entity.
    6. ShopConnect reserves the right to determine, in our sole discretion, rightful Account ownership and transfer an Account to the rightful Business Owner. If we are unable to reasonably determine the rightful Business Owner, without prejudice to our other rights and remedies, ShopConnect reserves the right to temporarily suspend or disable an Account until resolution has been determined between the disputing parties.
  • YOUR RESPONSIBILITIES
    1. You acknowledge and agree to provide public-facing contact information, a refund policy and order fulfillment timelines on your ShopConnect Store.
    2. Not Marketplace. You acknowledge and agree that the Services are not a marketplace, and any contract of sale made through the Services is directly between you and the customer. You are the seller of record for all items you sell through the Services. You are responsible for the creation and operation of your ShopConnect Store, your Materials, the goods and services that you may sell through the Services, and all aspects of the transactions between you and your customer(s). This includes, but is not limited to, authorizing the charge to the customer in respect of the customer’s purchase, refunds, returns, fulfilling any sales or customer service, fraudulent transactions, required legal disclosures, regulatory compliance, alleged or actual violation of applicable laws (including but not limited to consumer protection laws in any jurisdiction where you offer products or services for sale), or your breach of these Terms of Service. You represent and warrant that your Store, your Materials and the goods and services you sell through the Services will be true, accurate, and complete, and will not violate any applicable laws, regulations or rights of third parties. For the avoidance of doubt, ShopConnect will not be the seller or merchant or record and will have no responsibility for your Store or items sold to customers through the Services.
    3. You are solely responsible for the goods or services that you may sell through the Services (including description, price, fees, tax that you calculate, defects, required legal disclosures, regulatory compliance, offers or promotional content), including compliance with any applicable laws or regulations.
    4. You may not use the ShopConnect Services 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), the laws applicable to you in your customer’s jurisdiction, or the laws of India. You will comply with all applicable laws, rules and regulations (including but not limited to obtaining and complying with the requirements of any license or permit that may be necessary to operate your store or that may be held by you) in your use of the Service and your performance of obligations under the Terms of Service.
    5. The API Terms provided in the SaaS Agreement shall govern your access to and use of the ShopConnect API (as defined therein). You are solely responsible for the activity that occurs using your API Credentials (as defined in the API Terms) and for keeping your API Credentials secure.  
  • PAYMENT OF FEES AND TAXES
    1. You will pay the Fees applicable to your subscription to the relevant Services (the “Subscription Fees”) and any other applicable fees, including but not limited to applicable fees relating to the value of sales made through your Store when using all payment providers (the “Transaction Fees”), and any fees relating to your purchase or use of any additional tools such as Cookie Consent Management tool etc, or Third Party Services (as defined hereinbelow) (collectively, the “Additional Fees”). Together, the Subscription Fees, Transaction Fees and the Additional Fees are referred to as the “Fees”. 
    2. You must keep a valid payment method on file with us to pay for all incurred and recurring Fees. ShopConnect will charge applicable Fees to any valid payment method that you authorize (“Authorized Payment Method”), and ShopConnect will continue to charge the Authorized Payment Method for applicable Fees until the Services are terminated, and any and all outstanding Fees have been paid in full. 
    3. Subscription Fees are paid in advance and will be billed in 30 day intervals (each such date, a “Billing Date”) for monthly subscription and once a year for annual subscription on Billing Date. Transaction Fees and Additional Fees will be charged from time to time at ShopConnect’s discretion. You will be charged on each Billing Date for all outstanding Fees that have not previously been charged. Fees will appear on an invoice, which will be sent to the Business Owner via the Registered Email Address provided. As well, an invoice will appear on the Account page of your Store’s administrative console. Users have 7 (seven) days from the date of invoice to bring up and settle any issues with the billing of Subscription Fees.
    4. If we are not able to process payment of Fees using an Authorized Payment Method, we will make a second attempt to process payment using any Authorized Payment Method, within 7 (seven) days. If the second attempt is not successful, we will make a final attempt, within 7(seven) following the second attempt. If our final attempt is not successful, we may suspend and revoke access to your Account and the Services. Your Account will be reactivated upon your payment of any outstanding Fees, plus the Fees applicable to your next billing cycle. You may not be able to access your Account during any period of suspension. If the outstanding Fees remain unpaid for 60 days following the date of suspension, ShopConnect reserves the right to terminate your Account in accordance with Clause 1.
    5. All Fees are exclusive of applicable federal, provincial, state, local or other governmental sales, goods and services (including Goods and Service Tax under the Goods and Services Tax Act, 2017), harmonized or other taxes, fees or charges now in force or enacted in the future (“Taxes”).
    6. You are responsible for all applicable Taxes that arise from or as a result of your subscription to or purchase of ShopConnect’s products and services. To the extent that ShopConnect charges these Taxes, they are calculated using the tax rates that apply based on the billing address you provide to us. Such amounts are in addition to the Fees for such products and services and will be billed to your Authorized Payment Method. If you are exempt from payment of such Taxes, you must provide us with evidence of your exemption, which in some jurisdictions includes an original certificate that satisfies applicable legal requirements attesting to tax-exempt status. Tax exemption will only apply from and after the date we receive evidence satisfactory to ShopConnect of your exemption. If you are not charged Taxes by ShopConnect, you are responsible for determining if Taxes are payable, and if so, self-remitting Taxes to the appropriate tax authorities in your jurisdiction.
    7. For the avoidance of doubt, all sums payable by you to ShopConnect under these Terms of Service will be paid free and clear of any deductions or withholdings whatsoever. Other than Taxes charged by ShopConnect to you and remitted to the appropriate tax authorities on your behalf, any deductions or withholdings that are required by law will be borne by you and paid separately to the relevant taxation authority. ShopConnect will be entitled to charge the full amount of Fees stipulated under these Terms of Service to your Authorized Payment Method ignoring any such deduction or withholding that may be required.
    8. You are solely responsible for determining, collecting, withholding, reporting, and remitting applicable taxes, duties, fees, surcharges and additional charges that arise from or as a result of any sale on your ShopConnect Store or your use of the Services. The Services are not a marketplace. Any contract of sale made through the Services is directly between you and the customer.
    9. You must maintain an accurate location in the administrative console of your ShopConnect Store. If you change jurisdictions you must promptly update your location in the administrative console.
    10. Cancellation and Refund Policy. ShopConnect does not provide refunds once you make a payment of the Fees. Termination of Services shall be as per contractual agreement between you and ShopConnect.  
  • CONFIDENTIALITY 
    1. Obligation of Confidentiality. Each Party (hereinafter referred to as the “Receiving Party”) hereby acknowledge that in connection with this Terms that you shall gain access to Confidential Information of the other Party (hereinafter referred to as the “Disclosing Party”). As a condition to being furnished with Confidential Information, the Receiving Party agrees that during the Term and in perpetuity thereafter, to: (i) Not use the Disclosing Party's Confidential Information other than as strictly necessary to exercise its rights and perform its obligations under this Terms of Service.; (ii) Not use any of the Disclosing Party's Confidential Information, directly or indirectly, in any manner to the detriment of the Disclosing Party or to obtain any competitive benefit with respect to the Disclosing Party; and (iii) Maintain the Disclosing Party's Confidential Information in strict confidence and, subject to the exceptions provided hereinbelow, not disclose the Disclosing Party's Confidential Information without the Disclosing Party's prior written consent, provided that the Receiving Party may disclose the Confidential Information to its representatives who: (a) have a “need to know” for purposes of the Receiving Party's performance, or exercise of its rights with respect to such Confidential Information, under this Terms of Service; (b) have been apprised of this restriction; and (iii) are themselves bound by written nondisclosure agreements at least as restrictive as those set forth in this Clause 7, and provided, further, that the Receiving Party shall be responsible for ensuring its Representatives' compliance with, and shall be liable for any breach by its Representatives.

      The Receiving Party shall use reasonable care, at least as protective as the efforts it uses with respect to its own confidential information, to safeguard the Disclosing Party's Confidential Information from use or disclosure other than as permitted hereby.
    2.  Exceptions. If the Receiving Party becomes legally compelled to disclose any Confidential Information, the Receiving Party shall: (i) Provide prompt written notice to the Disclosing Party so that the Disclosing Party may seek a protective order or other appropriate remedy or waive its rights under this Clause 7, and (ii) Disclose only the portion of Confidential Information that it is legally required to furnish.
    3. “Confidential Information” shall mean and include any and all confidential or proprietary information and materials, as well as all trade secrets, belonging to any Party or its Affiliates who may have furnished such information to the other Party(ies) with expectations of confidentiality to the extent the receiving Party(ies) know or reasonably should know of such expectations, and includes without limitation and regardless of whether such information or materials are expressly identified as confidential or proprietary, whether or not stored in any medium: (i) technical information, including but not limited to computer programs, software, databases, methods, know-how, formulae, technological data, technological prototypes, processes, discoveries, machines, inventions, and similar items; (ii) business information and materials, including but not limited to financial information, business plans, business proposals, customer contract terms and conditions, pricing and bidding methodologies and data, sales data, customer lists etc., and similar items; (iii) information relating to future plans, research, pending projects and proposals, proprietary production processes and similar items; and (iv) any valuable, information and material and/or trade secrets that are customarily treated as confidential or proprietary, whether or not specifically identified as confidential or proprietary.   
  • INTELLECTUAL PROPERTY RIGHTS & OWNERSHIP  
      1. Ownership. ShopConnect is and shall be the sole and exclusive owner of all right, title, and interest in and to all Intellectual Property, including all Intellectual Property Rights therein and for purposes of clarity the Software and the Source Code, in perpetuity. In furtherance of the foregoing, the Parties hereby agree that you shall have the right to avail the Services, in the manner determined appropriate, with or without the involvement of ShopConnect during the term of this Terms of Services, subject to the termination of this Terms for such reasons mentioned hereunder.
      2. Further Actions. You shall, and shall cause its personnel and subcontractors to, take all appropriate action, and execute and deliver all documents (if any), necessary or reasonably requested by ShopConnect to effectuate any of the provisions of this Terms or otherwise as may be necessary or useful for ShopConnect to prosecute, register, perfect, record or enforce its rights in or to any Intellectual Property Right therein. 
      3. Background Technology. ShopConnect is and shall remain the sole and exclusive owner of all right, title, and interest in and to the Background Technology, including all Intellectual Property Rights therein. 
      4. Third-Party Materials. Ownership of all Third-Party Materials, and all Intellectual Property Rights therein, is and will remain with the respective owners thereof, subject to any express licenses or sublicenses granted to You in accordance with this Terms. 
      5. Open-Source Components. Ownership of all Open-Source Components, and all Intellectual Property Rights therein, is and will remain with the respective owners thereof, subject to your rights under the applicable Open-Source Licenses. 
      6. Source Code. The source code from which the Software object code is derived (hereinafter referred to as the “Source Code”) shall not be provided to you and is hereby construed and considered as a trade secret of ShopConnect, wherein access to the same is hereby not authorized in any form. 
      7. Reverse Engineering. You shall not reverse engineer, decompile, disassemble or otherwise attempt to discover the Source Code, underlying ideas, underlying user interface techniques or algorithms of the Software by any means whatsoever, directly or indirectly, or disclose any of the foregoing, and if it is essential to do so in order to achieve operability of the Software with another software program, you shall get prior approval from ShopConnect for the provision of the information necessary to achieve such operability. ShopConnect has the right to impose reasonable conditions and to request a reasonable fee (as determined in its sole opinion) before providing any such information. Any information supplied by ShopConnect, as permitted hereunder, may only be used by you for the purpose described herein and may not be disclosed to any Third Party or used to create any other software which is substantially similar to the expression of the Software and such information shall form part of the Confidential Information of ShopConnect. 
      8. Trademarks. You agree that you may not use any trademarks, logos, or service marks of ShopConnect mark (“ShopConnect Trademarks”) unless you are authorized to do so by ShopConnect in writing. You agree not to use or adopt any marks that may be considered confusing with the ShopConnect Trademarks. You agree that any variations or misspellings of the ShopConnect Trademarks would be considered confusing with the ShopConnect Trademarks. You agree not to purchase, register, or use search engine or other pay-per-click keywords (such as Google Ads), trademarks, email addresses, social media names, or domain names (including without limitation top-level domains, sub-domains, and page URLs) that use or include ShopConnect or ShopConnect Trademarks or that use or include any terms that may be confusing with the ShopConnect Trademarks.
      9. Your Materials. ShopConnect does not claim ownership of the Materials you provide to ShopConnect. However, ShopConnect does require a license to those Materials, and therefore, you hereby grant ShopConnect a non-exclusive, transferable, sub-licensable, royalty-free, worldwide right and license to host, use, distribute, expose, modify, run, copy, store, publicly perform, communicate to the public (including by telecommunication), broadcast, reproduce, make available, display, and translate, and create derivative works of any Materials provided by you in connection with the Services. ShopConnect may use our rights under this license to operate, provide, and promote the Services and to perform our obligations and exercise our rights under the Terms of Service. You represent, warrant, and agree that you have all necessary rights in the Materials to grant this license. You irrevocably waive any and all moral rights you may have in the Materials in favour of ShopConnect and agree that this waiver may be invoked by anyone who obtains rights in the materials through ShopConnect, including anyone to whom ShopConnect may transfer or grant (including by way of license or sublicense) any rights in the Materials. If you owned the Materials before providing them to ShopConnect then, despite uploading them to your ShopConnect Store they remain yours, subject to any rights or licenses granted in the Terms of Service or elsewhere. You can remove your ShopConnect Store at any time by deleting your Account. Removing your ShopConnect Store does not terminate any rights or licenses granted to the Materials that ShopConnect requires to exercise any rights or perform any obligations that arose during the Term. You agree that ShopConnect can, at any time, review and delete any or all of the Materials submitted to the Services, although ShopConnect is not obligated to do so. You grant ShopConnect a non-exclusive, transferable, sub-licensable, royalty-free, worldwide right and license to use the names, trademarks, service marks and logos associated with your Store (“Your Trademarks”) to operate, provide, and promote the Services and to perform our obligations and exercise our rights under the Terms of Service. This license will survive any termination of the Terms of Service solely to the extent that ShopConnect requires the license to exercise any rights or perform any obligations that arose during the Term.
  • INDEMNIFICATION AND LIMITATION OF LIABILITY 
    1. Indemnification. You shall defend, indemnify and hold harmless ShopConnect and its affiliates, and each of their respective officers, directors, employees, agents, successors and assigns (each, hereinafter referred to as a “Indemnified”) from and against all any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees, fees and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers that are incurred by a Indemnified (hereinafter referred to as “Losses”) arising out of or resulting from any Third-Party claim, demand, suit, action or proceeding, whether civil, criminal, administrative or investigatory in nature (each, hereinafter referred to as an “Action”) that arises out of or results from: (i) your breach of any representation, warranty, covenant, or obligation under this Terms of Service, and/or (ii) any action or failure to take a required action or more culpable act or omission (including recklessness or wilful misconduct) in connection with the performance or activity required by or conducted in connection with this Terms of Services by you in connection with the performance and execution of this Terms. 
    2. Limitation of Liabilities. Neither ShopConnect nor any other party involved in creating, producing, or delivering the Services will be liable for any direct, indirect, incidental, special, exemplary or consequential damages, including lost profits, loss of data or goodwill, service interruption, computer damage, system failure, or the cost of substitute services arising out of or in connection with these Terms of Service or from the use of or inability to use the Services, whether based on warranty, contract, tort (including negligence), product liability, or any other legal theory, and whether or not ShopConnect has been informed of the possibility of such damage. Further, in no event will ShopConnect’s total liability arising out of or in connection with these Terms or from the use of or inability to use the Services exceed a total of 5% of amounts you have paid to ShopConnect in the preceding 12 (Twelve) months for the Services. Each provision of these Terms of Services that provides for a limitation of liability, disclaimer of warranties, or exclusion of damages is to allocate the risks of these Terms of Service between the Parties. This allocation is reflected in the pricing offered by ShopConnect to you and is an essential element of the basis of the bargain between the Parties. Each of these provisions is severable and independent of all other provisions of these Terms of Service. The limitations in this Clause 9.2 will apply to the maximum extent not prohibited by law and notwithstanding the failure of essential purpose of any limited remedy in these Terms of Service. 
    3. Warranties. ShopConnect does not warrant that the Services will be uninterrupted, timely, secure, or error-free. Other than the warranties expressly set forth in this Terms of Service, there are no other warranties or guarantees with respect to the Services, and all other warranties or guarantees, whether express or implied, statutory, or common law, of any kind, type or nature including are hereby disclaimed. To the maximum extent permitted by Applicable Law, ShopConnect shall have no liability whatsoever to any Third Parties related or not to you as under this Terms of Service. ShopConnect does not warrant that the results that may be obtained from the use of the Services will be accurate or reliable. ShopConnect is not responsible for any of your tax obligations or liabilities related to the use of ShopConnect’s Services. ShopConnect does not warrant that the quality of any products, services, information, or other materials purchased or obtained by you through the Services will meet your expectations, or that any errors in the Services will be corrected.

      You will be responsible for any breach of the Terms of Service by your affiliates, agents or subcontractors and will be liable as if it were your own breach. Your use of the Services is at your sole risk. The Services are provided on an “as is” and “as available” basis without any warranty or condition, express, implied or statutory.
  • ADDITIONAL SERVICES
      1. AR/VR services and so forth
      2. Video calling. 
  • Third Party Services
    • ShopConnect may from time to time provide you with access to, or enable third party software, applications (“Apps”), products, services or website links (collectively, “Third Party Services”) for your consideration or use. Such Third Party Services are made available only as a convenience, and your purchase, access or use of any such Third Party Services is solely between you and the applicable third party services provider (“Third Party Provider”). In addition to these Terms of Service, you also agree to be bound by the additional service-specific terms applicable to services you purchase from, or that are provided by, Third Party Providers.
    • Any use by you of Third Party Services offered through the Services or ShopConnect’s website is entirely at your own risk and discretion, and it is your responsibility to read the terms and conditions and/or privacy policies applicable to such Third Party Services before using them. In some instances, ShopConnect may receive a revenue share from Third Party Providers that ShopConnect recommends to you or that you otherwise engage through your use of the Services or ShopConnect’s website.
    • ShopConnect does not provide any warranties or make representations to you with respect to Third Party Services. You acknowledge that ShopConnect has no control over Third Party Services and will not be responsible or liable to you or anyone else for such Third Party Services. The availability of Third Party Services on ShopConnect’s websites, or the integration or enabling of such Third Party Services with the Services does not constitute or imply an endorsement, authorization, sponsorship, or affiliation by or with ShopConnect. ShopConnect does not guarantee the availability of Third Party Services and you acknowledge that ShopConnect may disable access to any Third Party Services at any time in its sole discretion and without notice to you. ShopConnect is not responsible or liable to anyone for discontinuation or suspension of access to, or disablement of, any Third Party Service. ShopConnect strongly recommends that you seek specialist advice before using or relying on Third Party Services, to ensure they will meet your needs. In particular, tax calculators should be used for reference only and not as a substitute for independent tax advice, when assessing the correct tax rates you should charge to your customers.
    • If you install or enable a Third Party Service for use with the Services, you grant us permission to allow the applicable Third Party Provider to access your data and other Materials and to take any other actions as required for the interoperation of the Third Party Service with the Services, and any exchange of data or other Materials or other interaction between you and the Third Party Provider is solely between you and such Third Party Provider. ShopConnect is not responsible for any disclosure, modification or deletion of your data or other Materials, or for any corresponding losses or damages you may suffer, as a result of access by a Third Party Service or a Third Party Provider to your data or other Materials. You acknowledge and agree that: (i) by submitting a request for assistance or other information through Experts Marketplace, you consent to being contacted by one or more Experts at the Registered Email Address (or such other email address provided by you) as well as the applicable user email address; and (ii) ShopConnect will receive all email communications exchanged via Experts Marketplace or in any reply emails (each a “Reply”) that originate from Experts Marketplace (directly or indirectly) between yourself and Experts. You further agree that ShopConnect may share your contact details and the background information that you submit via the Experts Marketplace with Experts. Experts may require access to certain admin pages on your ShopConnect Store. You choose the pages that the Experts can access.
    • The relationship between you and any Third Party Provider is strictly between you and such Third Party Provider, and ShopConnect is not obligated to intervene in any dispute arising between you and a Third Party Provider.
    • Under no circumstances will ShopConnect be liable for any direct, indirect, incidental, special, consequential, punitive, extraordinary, exemplary or other damages whatsoever, that result from any Third Party Services or your contractual relationship with any Third Party Provider, including any Expert. These limitations will apply even if ShopConnect has been advised of the possibility of such damages. The foregoing limitations will apply to the fullest extent permitted by applicable law.
    • You agree to indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, ShopConnect partners, officers, directors, agents, employees, and suppliers harmless from any claim or demand, including reasonable attorneys’ fees, arising out of your use of a Third Party Service or your relationship with a Third Party Provider.
  • MISCELLANEOUS
    1. Privacy and Cookie Policies. ShopConnect’s Privacy Policy (https://www.shopconnect.live/privacy-policy) and website Cookie Policy (https://www.shopconnect.live/cookies-policy) governs the manner in which ShopConnect shall collect, use, and disclose information and by using the Service, you acknowledge and agree that ShopConnect’s collection, usage and disclosure of this personal information. Additionally, if: (a) you are established in the European Economic Area (EEA); (b) you provide goods or services to customers in the EEA; or (c) you are otherwise subject to the requirements of the EU General Data Protection Regulation, ShopConnect’s collection and use of personal information of any European residents is also subject to our Data Processing Addendum.
    2. Force Majeure. Neither Party shall be liable or responsible to the other Party, nor be deemed to have defaulted under or breached this Terms, for any failure or delay in fulfilling or performing any term of this Terms, when and to the extent such failure or delay is caused by: (a) acts of God; (b) flood, fire or explosion; (c) war, terrorism, invasion, riot or other civil unrest; (d) embargoes or blockades in effect on or after the date of this Terms; (e) national or regional emergency; (f) national or regional shortage of adequate power or telecommunications or transportation facilities; or (g) pandemic or epidemic (each of the foregoing, a “Force Majeure”), in each case, provided that (i) such event is outside the reasonable control of the affected Party; (ii) the affected Party provides prompt notice to the other Party, stating the period of time the occurrence is expected to continue; and (iii) the affected Party uses diligent efforts to end the failure or delay and minimize the effects of such Force Majeure Event. Either Party may terminate this Terms if a Force Majeure Event affecting the other Party continues substantially uninterrupted for a period of 30 (Thirty) days or more. 
    3. Further Assurances. Upon a Party's reasonable request, the other Party shall, at such other Party's sole cost and expense, promptly execute all such further documents and instruments, and take all such further actions, necessary to give full effect to this Terms. 
    4. Relationship of the Parties. The relationship between the Parties is that of independent contractors. Nothing contained in this Terms shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment, or fiduciary relationship between the Parties, and neither Party shall have authority to contract for or bind the other Party in any manner whatsoever. 
    5. Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and addressed to the Parties as follows (or as otherwise specified by a Party in a notice given in accordance with this clause) shall be as per the details provided under this Terms and/or the information provided by you (during the registration process).

      Notices sent in accordance with this Section shall be deemed effectively given: (a) when received, if delivered by hand (with written confirmation of receipt); (b) when received, if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile or e-mail (in each case, with confirmation of transmission), if sent during normal business hours of the recipient, and on the next business day, if sent after normal business hours of the recipient; or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid.
    6. Entire Terms. This Terms of Service, together with all Schedules, Exhibits, Addendums, Privacy Policy(ies), and any other documents incorporated herein by reference, constitutes the sole and entire agreement of the Parties to this Terms with respect to the subject matter of this Terms and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in the body of this Terms, the Schedules, Exhibits and any other document, the following order of precedence governs: (a) first, this Terms, excluding its Exhibits and Schedules; (b) second, the Exhibits and Schedules to this Terms as of the Effective Date; and (d) third, any other documents incorporated herein by reference. 
    7. Assignment. You shall not assign or otherwise transfer any of your rights, or delegate or otherwise transfer any of its obligations or performance, under this Terms, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without ShopConnect’s prior written consent. For purposes of the preceding sentence, and without limiting its generality, any merger, consolidation, or reorganization involving ShopConnect (regardless of whether ShopConnect is a surviving or absorbed entity) shall not be deemed to be a transfer of rights, obligations, or performance under this Terms of Service. No delegation or other transfer will relieve you of any of your obligations or performance under this Terms of Service. Any purported assignment, delegation, or transfer in violation of this clause is void. This Terms of Service is binding upon and inure to the benefit of the Parties hereto and their respective permitted successors and assigns.
    8. No Third-Party Beneficiaries. This Terms is for the sole benefit of the Parties hereto and their respective successors and permitted assigns and nothing herein, express, or implied, is intended to or shall confer on any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Terms.
    9. Amendment, Modification & Waiver. ShopConnect may modify the Terms of Service at any time, at its sole discretion. If done so, ShopConnect shall let you know either by posting the modified Terms of Service on the Site or through other communications. If you continue to use the Services after such a change, you are indicating that you agree to the modified Terms of Service. ShopConnect may also change or discontinue all or any part of the Services, at any time and without notice, at its sole discretion. ShopConnect will provide you with reasonable advance notice of changes to the Terms of Service that materially adversely affect your use of the Services or your rights under the Terms of Service by sending an email to the Registered Email Address, providing notice through the ShopConnect administrative console, or by similar means. ShopConnect may change the Fees for the Services from time-to-time. We will provide you with 30 (Thirty) days advanced notice prior to any changes in Fees by sending an email to the Primary Email Account, providing notice through the ShopConnect administrative console, or by similar means. ShopConnect will not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Services (or any part thereof). No waiver by any Party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Terms of Service, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Terms shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. 
    10. Severability. If any term or provision of this Terms is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Terms or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties hereto shall negotiate in good faith to modify this Terms so as to affect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible. 
    11. Feedback; Use Rights. ShopConnect welcomes feedback, comments, and suggestions (“Feedback”). As ShopConnect needs to be able to freely work with your Feedback to improve the Services, you hereby irrevocably transfer and assign all right, title, and interest (including all intellectual property rights, such as copyrights or trade secrets) in and to the Feedback, including any and all “moral rights” that you might have in such Feedback, and you hereby forever waive and agree never to assert any and all “moral rights” you may have in the Feedback. Additionally, the ShopConnect will have the right to collect and analyse data and other information relating to the provision, use, and performance of various aspects of the Services, and related systems and technologies, and ShopConnect will be free to use such data and information to maintain, improve, and enhance ShopConnect’s products and services.
    12. Beta Features. Features clearly identified as Alpha or Beta features (collectively “Early Access Features”) made available by ShopConnect are provided to you for testing purposes only, and ShopConnect does not make any commitment to provide Early Access Features in any future versions of the Services. You are not obligated to use Early Access Features. ShopConnect may immediately and without notice remove Early Access Features for any reason without liability to you. Notwithstanding anything to the contrary in the Terms, all Early Access Features are provided "AS IS" without warranty of any kind and without any performance obligations. Early Access Features are not part of the Services, and Early Access Features may be subject to additional terms and conditions, which ShopConnect will provide to you prior to your use of the Early Access Features. ShopConnect may discontinue the Early Access Features at any time in its sole discretion. ShopConnect will have no liability for any harm or damage arising out of or in connection with Early Access Features. The Early Access Features may not work in the same way as a final version. ShopConnect may change or not release a final or commercial version of an Early Access Features in our sole discretion.
    13. Notice and Takedown Procedure. ShopConnect supports the protection of intellectual property and asks ShopConnect merchants to do the same. It’s our policy to respond to all notices of alleged copyright infringement. If someone believes that one of our merchants is infringing their intellectual property rights, they can send a notice to ShopConnect’s designated agent using our form. Upon receiving a notice, we may remove or disable access to the Materials claimed to be a copyright infringement. Once provided with a notice of takedown, the merchant can reply with a counter notification using our form if they object to the complaint.