Terms and conditions
EcommerceTech Terms of Service
Effective: January 4, 2022
EcommerceTech, Inc., a Delaware corporation (hereinafter, “EcommerceTech,” “we,” “us,” and/or “our”) owns and operates the EcommerceTech website located at www.ecommercetech.io (the “Site”) and provides the EcommerceTech Service (as defined in Section 1 below) made available through or in connection with the use of the Site subject to these Terms of Service (hereinafter, these “Terms”). PLEASE READ THESE TERMS CAREFULLY, AS THEY set forth the legally binding terms and conditions between you (as defined in section 1 below) and ecommercetech governing the access and use of the EcommerceTech Service.
PLEASE NOTE: THESE TERMS CONTAIN dispute resolution provisions (see section 15) which, with limited exception, require (1) that you submit disputes you have against EcommerceTech to binding and final arbitration, and (2) THAT YOU WAIVE YOUR RIGHT TO BRING OR PARTICIPATE IN ANY CLASS, GROUP, OR REPRESENTATIVE ACTION OR PROCEEDING. In addition, PLEASE BE ADVISED THAT ECOMMERCETECH DOES NOT PROVIDE ANY WARRANTIES TO YOU AND THESE TERMS LIMIT OUR LIABILITY TO YOU AS SET FORTH IN SECTION 13.
ACCEPTANCE OF THESE TERMS. By accessing or using the EcommerceTech Service in any manner, including, but not limited to, visiting or browsing the Site, AND/OR registering an account FOR THE ECOMMERCETECH SERVICE (HEREINAFTER, AN “ACCOUNT”), YOU HEREBY EXPRESSLY UNDERSTAND, ACKNOWLEDGE AND AGREE TO THE FOLLOWING:
(1) you acknowledge that you have read, understand, and you agree to be bound by all the terms and conditions set forth in these Terms,
(2) you affirm, represent and warrant that you meet all of the eligibility requirements set forth in Section 2 of these Terms and that you are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms,
(3) if you are registering an account for, and/or otherwise accessing or using, the EcommerceTech Service on behalf of any other person or entity (e.g., your employer, a client, and/or any other person, corporation or company), YOU REPRESENT THAT YOU HAVE full legal AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF such other person or ENTITY; and
(4) you acknowledge and agree that you are entering into these Terms with EcommerceTech, Inc., a Delaware corporation.
YOU MAY NOT ACCESS OR USE THE ECOMMERCETECH SERVICE (OR ANY PART THEREOF) OR CREATE AN ACCOUNT IF YOU DO NOT AGREE TO THESE TERMS OR DO NOT MEET THE ELIGIBILITY REQUIREMENTS SET FORTH BELOW.
1.1. "Content” means any and all messages, photos, video, audio, images, data, information, text, communications, materials, documentation, and/or content.
1.2. "EcommerceTech Content” means the Content that is created by or on behalf of EcommerceTech and made available through or in connection with the EcommerceTech Service.
1.3. “EcommerceTech Service” means, collectively, the Site, Marketplace, Lead Platform, and any related services provided by us through or in connection with the use of any of the foregoing pursuant to these Terms.
1.4. “Lead Platform” means EcommerceTech’s proprietary lead generation software platform, made available on a remote online basis, that enables Registered Providers to manage and track Merchants that are interested in such Registered Provider’s Listed App(s) and to communicate with and market to such Merchants.
1.5. “Listed App” means an ecommerce software program and/or application provided by a third party that is listed on or through the Marketplace and/or referred to a Merchant in connection with such Merchant’s access and/or use of the EcommerceTech Service.
1.6. “Marketplace” means EcommerceTech’s online marketplace platform that enables users to search for Listed Apps and connect with Registered Providers.
1.7. “Merchant” means an ecommerce merchant that accesses and uses the EcommerceTech Service.
1.8. “Registered Provider” means a third-party provider of a Listed App who has registered an Account to access and use the EcommerceTech Service.
1.9. "Service Content” means all of the Content that is made available in connection with the EcommerceTech Service, including, EcommerceTech Content, User Content, and Third-Party Content.
1.10. "Third Party Content” means Content that originates from and/or its owned or provided by individuals, persons, or entities other than EcommerceTech or its Users, which is made available through or in connection with the EcommerceTech Service.
1.11. “Users” means all users of the EcommerceTech Service, including, without limitation, you, Merchants and Registered Providers.
1.12. “User Content” means any and all Content submitted, transmitted and/or otherwise provided or made available by or on behalf of Users through or in connection with the use of the EcommerceTech Service.
1.13. “you” and/or “your” means individually and collectively, as applicable, (a) you, the person reading and agreeing to this Agreement, and, (b) if you are registering an Account for, and/or otherwise accessing or using, the EcommerceTech Service on behalf of any other person or entity (e.g., your employer, a client and/or other person, corporation or company), such other person or entity.
2. ELIGIBILITY. In order to use the EcommerceTech Service you must meet the following eligibility requirements:
(1) You must be at least 18 years old or the applicable age of majority in your jurisdiction;
(2) You must use the EcommerceTech Service for your business purposes only in accordance with these Terms, and not for personal, household, or consumer use;
(3) You must not be a competitor of EcommerceTech or otherwise access and/or use the EcommerceTech Service (or any part thereof) for the purpose of developing competitive products or services; and
(4) You must not have been previously removed, terminated and/or suspending from accessing and/or using the EcommerceTech Service.
3. ADDITIONAL TERMS & POLICIES
3.1. Additional Terms. When using particular services or materials through or in connection with the EcommerceTech Service, you will be subject to any posted rules applicable to such services or materials that may contain terms and conditions or other operating rules, policies and procedures in addition to those in these Terms, including, without limitation, our Privacy Notice, Content Standards and Community Guidelines, and Infringement Policy (all of the foregoing, collectively, the “Additional Terms”). All such Additional Terms are hereby incorporated into and made a part of these Terms by reference. In the event the provisions of any Additional Terms conflict with these Terms, the Additional Terms shall control solely with respect to the subject matter covered by such Additional Terms.
3.2. Privacy. If you provide us User Content (including, without limitation, any personally identifiable information contained therein) in connection with your access and/or use of the EcommerceTech Service, you acknowledge, agree and consent to the processing and use of such User Content (including, without limitation, any personally identifiable information contained therein) by EcommerceTech in accordance with these Terms and as set forth in our Privacy Notice, or as required by law.
3.3. Content Standards and Community Guidelines. By using the EcommerceTech Service, you agree to comply with EcommerceTech’s Content Standards and Community Guidelines.
3.4. Infringement Policy. If you believe that the EcommerceTech Service (or any part thereof) and/or any content or materials made available through the EcommerceTech Service violates your copyright and/or trademark rights, please see EcommerceTech’s Infringement Policy for instructions on sending us a notice of copyright and/or trademark infringement.
4. ACCOUNTS & ACCOUNT SECURITY; COMMUNICATIONS; USER CONTENT
4.1. Accounts. To access and use certain features of the EcommerceTech Service you may need to create and register an Account. In registering an Account, you agree to provide and maintain up to date information that is true, accurate, current, up to date, and complete. You agree that you will not (a) create an Account using a false identity or information, and (b) create an Account if you have been previously removed or banned by us from use of the EcommerceTech Service, or any part thereof. EcommerceTech reserves the right to limit the number of Accounts that can be created from any one computer or mobile device and the number of computer or mobile devices that can access an individual Account.
4.2. Account Security. You understand and agree that you are solely responsible for maintaining the confidentiality of and protecting your password to your Account. You are solely responsible for any activity originating from your Account, regardless of whether such activity is authorized by you. You agree to notify us immediately of any unauthorized use of your Account.
4.3. Electronic Communications. By using the EcommerceTech Service, you consent to receiving electronic communications from EcommerceTech, including, but not limited to, communications sent via email or notifications posted on our Site and/or through the user-interface of the Platform. These electronic communications may include notices about applicable fees and charges, transactional information and other information concerning or related to your use of the EcommerceTech Service. These electronic communications are part of your relationship with EcommerceTech and you receive them as part of your use of the EcommerceTech Service. You agree that any notices, agreements, disclosures or other communications that we send you electronically will satisfy any legal communication requirements, including that such communications be in writing.
5. ACCESS AND USE RIGHTS AND LIMITATIONS; ECOMMERCETECH PROPRIETARY RIGHTS
5.1. Right to Access and Use the EcommerceTech Services. Subject to your compliance with these Terms, EcommerceTech hereby grants you a personal, non-exclusive, non-transferable, non-sublicensable, revocable, limited right to (a) access and view the EcommerceTech Content, over the internet through the Site, solely for your personal, non-commercial use and in accordance with these Terms, and (b) access and use the EcommerceTech Service, over the internet through the Site, solely for your internal business purposes and in accordance with these Terms.
5.2. Use Limitations. For the avoidance of doubt, certain services, features and/or functionality of the EcommerceTech Service may only be available to you if you are a Merchant or a Registered Provider, and your scope of use of the EcommerceTech Service shall at all times be limited to, and you agree to only use, the applicable services, features and/or functionality made available to you as a general User, Merchant or Registered Provider, as applicable.
5.3. Prohibited Uses. By using the EcommerceTech Service (or any part thereof), you agree that you will not, and will not permit any other person to:
(a) Modify, adapt, translate or create derivative works based on the EcommerceTech Service (or any part thereof) or Service Content (other than your User Content);
(b) Reverse engineer, decompile, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or the underlying ideas, algorithms, structure or organization) of the Lead Platform, Marketplace and/or Site, except as expressly permitted by applicable law;
(c) Distribute, license, sublicense, assign, transfer or otherwise make available to any third party the EcommerceTech Service (or any part thereof) or and Service Content (other than your User Content);
(d) Remove, alter, or obscure in any way any proprietary rights notices (including copyright notices) of EcommerceTech or its suppliers on or within any portion of the EcommerceTech Service or on any materials printed or copied from the EcommerceTech Service;
(e) use the Service Content and/or EcommerceTech Service (or any part thereof) to hack, spam, or phish EcommerceTech or any other Users;
(f) use the EcommerceTech Service to store, transmit or upload any material and/or content that is illegal, abusive, harassing, harmful to reputation, pornographic, indecent, profane, obscene, hateful, racist, infringing, libelous, tortious, or otherwise objectionable in EcommerceTech’s reasonable opinion;
(g) Use the EcommerceTech Service to store or transmit malicious code or infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights;
(h) Interfere with or disrupt the integrity or performance of the EcommerceTech Service (or any part thereof), Service Content, or any system, network or data or take any action that imposes, or may impose, in our sole discretion, an unreasonable or disproportionately large load on EcommerceTech’s technology infrastructure or otherwise make excessive traffic demands of the EcommerceTech Service;
(i) Attempt to gain unauthorized access to the EcommerceTech Service (or any part thereof) or any Service Content, or its related systems or networks, including, without limitation, bypassing any “captcha” requirements or similar precautions;
(j) Remove, circumvent, disable, damage or otherwise interfere with any security-related features of the EcommerceTech Service, features that prevent or restrict the use or copying of Service Content, or features that enforce limitations on the use of the EcommerceTech Service;
(k) Frame or utilize framing techniques to enclose any part of the EcommerceTech Service or Service Content;
(l) Use any meta tags, "hidden text", queries, robots, spiders, crawlers, or other tools, whether manual or automated, to collect, scrape, index, mine, republish, redistribute, transmit, sell, license or download the EcommerceTech Service or any Service Content (except caching or as necessary to view the Site), or the personal information of others without our prior written permission or authorization;
(m) Create an Account using a false identity or information, or impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with any person or entity;
(n) Use the EcommerceTech Service if you have been previously removed or banned by us from use of the EcommerceTech Service;
(o) Access and/or use the EcommerceTech Service (or any part thereof) and/or any Service Content for the purpose of developing competitive products or services;
(p) Operate to defraud EcommerceTech, other Users, or any other person or provide false, inaccurate or misleading information; and/or
(q) Use the EcommerceTech Service and/or any Service Content in violation of these Terms, any Additional Terms, and/or any applicable local, state, national or international law, including, without limitation, any and all applicable export laws.
5.4. Changes to the EcommerceTech Service. EcommerceTech reserves the right to either temporarily or permanently modify, suspend or discontinue the EcommerceTech Service (or any part thereof) and/or any Service Content with or without notice. You agree that EcommerceTech will not be liable to you or to any third party for any modification, suspension or discontinuance of the EcommerceTech Service (or any part thereof) and/or any Service Content.
5.5. EcommerceTech Proprietary Rights. As between you and EcommerceTech, EcommerceTech and its licensors retain all right, title and interest in and to the EcommerceTech Content and the EcommerceTech Service, including, but not limited to, the visual interfaces, interactive features, graphics, design, compilation (including, but not limited to, our selection, coordination, aggregation, and arrangement of Service Content), computer code, products, software, aggregate star ratings, and all other elements and components of the EcommerceTech Service excluding User Content and Third Party Content, and any and all modifications, enhancements and updates to any of the foregoing. All EcommerceTech trademarks are strictly owned by EcommerceTech, and nothing in these Terms will be construed to transfer ownership rights or grant any permission, license or other rights to any EcommerceTech trademark without written authorization from EcommerceTech. The trademarks, service marks, logos, and/or names of individuals, companies and/or products mentioned through the EcommerceTech Service may be the trademarks of their respective owners. EcommerceTech reserves all rights and licenses not expressly granted to you in these Terms and no implied license is granted by EcommerceTech. The EcommerceTech Service (and its underlying technology) are protected by copyright, trademark, patent, intellectual property, and other laws of the United States and foreign countries.
5.6. Feedback. You acknowledge that any ideas, inventions, suggestions for improvement or discussions submitted by you regarding any aspect of the EcommerceTech Service and/or Service Content (but excluding feedback on your User Content), including, without limitation, the functioning, features, and other characteristics thereof (or any component thereof) (“Feedback”) may be used by EcommerceTech without compensation or attribution to you, and you hereby grant EcommerceTech, its subsidiaries, affiliates and partners a worldwide, irrevocable, royalty free, non-exclusive, sublicensable and transferable license under all your intellectual property rights in and to such Feedback, for EcommerceTech to use and exploit for any purpose.
6. USER CONTENT
6.1. User Content. To the extent you post, transmit, submit, upload and/or otherwise provide any User Content in connection with the use of the EcommerceTech Service, you hereby grant EcommerceTech a worldwide, non-exclusive, royalty-free, fully paid, transferable right and license (including through the use of subcontractors) to copy, reproduce, use, host, store, transfer, publicly display, publicly perform, transmit, reproduce, modify (for the purpose of formatting for display), and distribute your User Content, in whole or in part, in connection with your use of the EcommerceTech Service, and as reasonably necessary to provide the EcommerceTech Service to you and other Users. Please be advised that, any User Content posted to public forums, message boards, or other communication tools through or in connection with the use of the EcommerceTech Service will be considered non-confidential and non-proprietary.
6.2. Ownership. Subject to the licenses you grant us in these Terms, as between EcommerceTech and you, you will retain ownership of your User Content; provided that, notwithstanding the foregoing, you acknowledge and agree that EcommerceTech may use and exploit any aggregated non-personally identifiable data or information collected or obtained from your use of EcommerceTech Service for any purpose.
6.3. Responsibility for User Content. You are solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of all of your User Content and the consequences of transmitting and/or providing any User Content in connection with your use of the EcommerceTech Service. You represent and warrant that, with respect to any User Content (including, without limitation, any personally identifiable data), transmitted, hosted, stored or processed, or otherwise provided by you or on your behalf to EcommerceTech in connection with your use of the EcommerceTech Service: (a) you own or control all rights in and to your User Content, and have the necessary rights to grant the licenses granted to EcommerceTech in this Agreement; (b) your User Content does and will comply with this Agreement, including, without limitation, the Content Standards and Community Guidelines, and (c) you have obtained all permissions and/or approvals as may be necessary or required to transmit your User Content, or any personally identifiable information therein, in connection with the use of the EcommerceTech Service.
6.4. Removal; Violations. EcommerceTech reserve the right (but not the obligation) to remove, screen, edit, or reinstate User Content at our sole discretion for any reason or no reason, and without notice to you. In addition, EcommerceTech takes conduct and use violations very seriously. If you post, submit or otherwise provide User Content or engage in behavior in any manner in violation of these Terms, including, without limitation, the Content Standards and Community Guidelines, or in a way that EcommerceTech deems to be unacceptable (in its sole discretion), such use may result in immediate account suspension or cancellation and the possibility that EcommerceTech will pursue civil remedies. In addition, without limiting any other rights or remedies of EcommerceTech hereunder, EcommerceTech retains the right to remove any User Content that it deems, in its sole discretion, unacceptable and/or in violation of these Terms, including, without limitation, the Content Standards and Community Guidelines.
7. USER INTERACTIONS; DISPUTES
7.1. User Interactions. You acknowledge and agree that your interactions, communications, and dealings with the any other Users of the EcommerceTech Service, including, without limitation, any communications, transactions, communications and/or agreements between any Merchant and Registered Provider, are solely between you and such other Users. You acknowledge and agree that any problems or disputes between you and any other User with respect to any transactions, agreements, interactions, dealings, and/or communications must be resolved solely between you and such other User. ECOMMERCETECH IS NOT RESPONSIBLE FOR ANY LOSS, HARM OR DAMAGE OF ANY SORT INCURRED AS A RESULT OF ANY SUCH TRANSACTIONS, AGREEMENTS, INTERACTIONS, DEALINGS, AND/OR COMMUNICATIONS.
7.2. Disputes. IF THERE IS A DISPUTE BETWEEN YOU AND ANY OTHER USER OR USERS OF THE ECOMMERCETECH SERVICE, YOU AGREE THAT ECOMMERCETECH IS UNDER NO OBLIGATION TO BECOME INVOLVED. YOU HEREBY RELEASE ECOMMERCETECH, AND ITS AFFILIATES AND THEIR RESPECTIVE OFFICERS, EMPLOYEES, AGENTS, AND SUCCESSORS FROM CLAIMS, DEMANDS, AND DAMAGES OF EVERY KIND OR NATURE, KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, DISCLOSED OR UNDISCLOSED, ARISING OUT OF OR IN ANY WAY RELATED TO ANY TRANSACTIONS, AGREEMENTS, INTERACTIONS, DEALINGS, AND/OR COMMUNICATIONS BETWEEN YOU AND ANY OTHER USERS AND/OR ANY RESULTING DISPUTES. IF YOU ARE A CALIFORNIA RESIDENT, YOU SHALL AND HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: “A general release does not extend to claims THAT the creditor OR RELEASING PARTY does not know or suspect to exist in his OR HER favor at the time of executing the release AND THAT, if known by HIM OR HER, WOULD have materially affected hIS OR HER settlement with the debtor OR RELEASED PARTY.”
8. ADDITIONAL TERMS APPLICABLE TO REGISTERED PROVIDERS. The terms and conditions set forth in this Section 8 shall apply to you if you are accessing and/or using the EcommerceTech Service as a Registered Provider.
8.1. Use of Lead Platform & Compliance with Laws. Registered Provider understands and agrees that Registered Provider is solely responsible and liable for ensuring that that its use of the Lead Platform, including, without limitation, any communications with and Merchants or other Users, and/or any marketing, advertising, and/or promotional activities related to the Listed Apps complies with all applicable laws, rules and regulations, including, without limitation, any data protection and privacy laws or regulations, and the CAN-SPAM Act, 15 U.S.C. §§7701-7713. Registered Provider represents and warrants that Registered Provider is in compliance with, and will not use the EcommerceTech Service or gather or use and User Content of Merchants in a manner that violates any applicable laws, rules and regulations, including, without limitation, any data protection and privacy laws or regulations, and the CAN-SPAM Act, 15 U.S.C. §§7701-7713.
8.2. Right to use Registered Provider Content & Trademarks. Registered Provider hereby grants EcommerceTech a non-exclusive, worldwide, sublicensable, and royalty-free license to: (a) use, copy, display, perform, and distribute the Registered Provider’s User Content and any trademarks, trade names, and/or logos relating to Registered Provider or any Listed Apps listed in the Marketplace (collectively, “Registered Provider IP”); (b) excerpt, reformat, adapt or otherwise create derivative works of the Registered Provider IP, and (c) use and incorporate Registered Provider IP in marketing materials, content, and/or documentation created by and/or on behalf EcommerceTech, either on a standalone basis or with products and services of EcommerceTech and/or third parties, in each case, solely to the extent necessary to market, promote, and advertise the Listed Apps, the Marketplace, and EcommerceTech, in any and all media now known or developed hereinafter, and otherwise to the extent reasonably necessary to provide the services hereunder to Registered Provider and other Users. Subject to the limited licenses granted to EcommerceTech in this Section, Registered Provider will retain all right, title and interest in and to the Registered Provider IP.
8.3. EcommerceTech Analytics. As a Registered Provider, you acknowledge and agree that EcommerceTech may collect, analyze and use anonymized information, metrics, analytics, and data, including, without limitation, through machine learning processes, in connection with the use of the EcommerceTech and, which may be derived from your User Content (collectively, “Analytics”). EcommerceTech uses Analytics for its own business purposes, such as developing, improving, testing, and maintaining the EcommerceTech Service and machine learning algorithms, and developing additional products and services. You grant to EcommerceTech an irrevocable, perpetual, non-exclusive, fully-transferable, sublicensable, worldwide, royalty-free license to (a) collect, analyze and/or use Analytics for the purposes set forth above, and (b) modify, reorder, augment and/or manipulate User Content and related Analytics for its own internal business purposes for sourcing and machine learning algorithms. EcommerceTech may only publicly distribute Analytics in aggregate, non-personally identifiable form that cannot be used to identify Registered Provider, or any individuals User.
8.4. Referral Fees. For each Merchant that purchases a license or access to any Listed Apps, Registered Provider shall pay EcommerceTech the referral fee in effect at the time the Merchant purchases such Listed App or such other fee mutually agreed upon by EcommerceTech and the Registered Provider in writing (the “Referral Fee”). The Referral Fees are exclusive of any Taxes (as defined in Section 10.3 below), and Registered Provider is and shall be responsible for payment of all such taxes (other than taxes based on EcommerceTech’s income), and any related penalties and interest, arising from the payment of the Referral Fee, the delivery of the EcommerceTech Service, or performance of any services by EcommerceTech hereunder. The Referral Fee paid by you is final and non-refundable.
8.5. Non-circumvention. As a Registered Provider, you represent and warrant that you will not contact, directly or indirectly, any Merchant that you have been matched with, that has contacted you, or otherwise made aware through, or in connection with your use of, the EcommerceTech Service, for purposes of circumventing your obligation to pay any Referral Fees that are due to EcommerceTech hereunder.
8.6. Registered Provider Indemnity. In addition to the obligations, and subject to the procedures, set forth in Section 12 below, if you are a Registered Provider, you shall indemnify, defend, and hold the EcommerceTech, its affiliates, and their respective employees, contractors, service providers, licensors, and/or agents harmless from and against any and all liability, losses, claims, expenses (including reasonable attorneys’ fees), demands or damages of any kind, arising out of or related to (a) any claims brought by Merchants related to any of Registered Provider’s Listed Apps; (b) the Listed Apps; and/or (c) any infringement or misappropriation by Registered Provider (or its affiliates or representatives) of any third-party rights, including intellectual property rights, in or to any Listed App and/or Registered Provider IP.
9. THIRD PARTY INTEGRATIONS; CONTENT, LINKED SITES & SERVICES
9.1. Third Party Integrations. EcommerceTech may integrate certain third-party products, services and/or applications (including, without limitation, including, without limitation, data products and services) into the EcommerceTech Service which are not owned, controlled, or operated by EcommerceTech and are subject to separate terms and conditions (collectively, “Third-Party Integrations”). Your use of any Third-Party Integrations is governed by the terms and conditions, terms of service, and/or similar end user agreements of the respective service providers. The Third-Party Integrations are not part of or included in the term “EcommerceTech Service” as used through these Terms, and are operated and controlled by the applicable third-party providers of the Third-Party Integrations. YOU ARE SOLELY RESPONSIBLE FOR REVIEWING AND FOR COMPLYING WITH THE APPLICABLE TERMS OF SERVICE AND PRIVACY NOTICES FOR SUCH THIRD-PARTY INTEGRATIONS. Failure to comply may result in the termination of your account with a Third-Party Integration provider and inability to use a particular feature we offer.
9.2. Third Party Content, Linked Sites & Services. We may publish and/or make available on or through the EcommerceTech Service Third Party Content and/or links to certain third-party websites, including, without limitation, links to the website for the Listed Apps (collectively, the “Linked Sites”). EcommerceTech may receive payment or a commission if you purchase any services, products, applications, and/or goods, including, without limitation, any Listed Apps, offered by or through the providers of such Linked Sites (all of the foregoing, collectively, the “Third Party Services”); however, the Linked Sites and the applicable Third-Party Services are not controlled or owned by EcommerceTech. If you decide to use such Linked Sites and/or any Third-Party Services, be advised that your use is governed solely by the terms and conditions of the respective providers of such Linked Sites and/or the Third-Party Services. YOU ARE RESPONSIBLE FOR REVIEWING AND COMPLYING WITH THE APPLICABLE TERMS OF SERVICE AND PRIVACY NOTICES FOR SUCH LINKED SITES AND/OR THIRD-PARTY SERVICES.
10.1. Fees. You may be required to pay fees to access certain features of the EcommerceTech Service. If you are required to pay such fees, you acknowledge and agree to pay the fees and that all such fees are due and payable in advance unless otherwise expressly agreed to by EcommerceTech in writing.
10.2. Payment Terms. You expressly agree that EcommerceTech is permitted to bill you the applicable fees, any applicable tax and any other charges you may incur with EcommerceTech in connection with your use of the EcommerceTech Service, and you hereby authorize EcommerceTech to charge the fees to the credit card, or other payment method, you provide at the time the EcommerceTech Service for which fees are due is purchased, in accordance with the billing terms in effect at the time a fee or charge is due and payable. If payment is not received or cannot be charged to you for any reason in advance, EcommerceTech reserves the right to suspend or terminate your access to the EcommerceTech Service, and/or terminate these Terms with respect to you. All fees are in U.S. Dollars and are non-refundable and non-cancellable.
10.3. Taxes. The fees are exclusive of any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction (collectively, “Taxes”), and you are and shall be responsible for payment of all such taxes (other than taxes based on EcommerceTech’s income), and any related penalties and interest, arising from the payment of the fees, the delivery of the EcommerceTech Service, or performance of any services by EcommerceTech hereunder.
11. TERM; TERMINATION
11.1. Term. These Terms will remain in full force and effect as long as you continue to access or use the EcommerceTech Service (or any part thereof), or until terminated in accordance with the provisions of these Terms.
11.2. Termination. You may terminate at any time ceasing all use of the EcommerceTech Service and, if you have an Account, terminating your Account by emailing firstname.lastname@example.org. At any time, EcommerceTech may (a) suspend or terminate your rights to access or use the EcommerceTech Service (or any part thereof) and/or Service Content, or (b) terminate these Terms with respect to you if EcommerceTech, in good faith, believes that you have used the EcommerceTech Service (or any part thereof) and/or Service Content in violation of these Terms, including any including, without limitation any incorporated policies, guidelines, terms or rules set forth in these Terms.
11.3. Effect of Termination. Upon termination of these Terms, your right to use the EcommerceTech Service and Service Content will automatically terminate, and you agree to cease all use of the EcommerceTech Service and Service Content. Except as otherwise required by law, you will no longer have access to any of your User Content within the EcommerceTech Service and any closure of your Account may involve deletion of your User Content stored in your Account and/or the EcommerceTech Service for which EcommerceTech will have no liability whatsoever. Storetasker, in its sole discretion and as permitted or required by law, may retain some or all of your Account information The rights and obligations applicable to you and/or EcommerceTech under the following Sections shall survive any termination of these Terms: 1, 2, 3, 4, 5.3, 5.4, 5.5, 5.6, 6, 7, 8.3, 8.4, 8.5, 8.6, 9, 10, 11.3, and 12 through 18.
12. INDEMNIFICATION. You agree to defend EcommerceTech, its affiliates, and their respective employees, contractors, service providers, licensors, and/or agents, and hold us harmless from and against any and all claims, actions, demands, liabilities, losses, damages, expenses, and costs (including reasonable attorney fees) arising from (a) your breach of these Terms, including, without limitation, any breach of the representations and warranties made by you under these Terms; (b) violation of any license or other agreement applicable to any Third Party Integrations; (c) violation of any license or agreement applicable to any Listed App (whether you are the Merchant or the Registered Provider); (d) your use or misuse of the EcommerceTech Service (or any part thereof) and/or any Service Content, (e) your User Content; and/or (f) your breach of any applicable law, rule or regulation, including, without limitation, any data protection and privacy laws or regulations, or the intellectual property and/or privacy rights of a third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you hereunder, in which case, you agree to cooperate with us in the defense of the claim. Some jurisdictions limit consumer indemnities, so some portions or all of this indemnity provision may not apply to you.
13. DISCLAIMERS OF WARRANTIES & LIMITATIONS ON OUR LIABILITY
13.1. Disclaimer of Warranties. THE ECOMMERCETECH SERVICE, Service content, AND ANY OTHER, information, MATERIALS, and/OR SERVICES PROVIDED BY ECOMMERCETECH ARE PROVIDED "AS IS" AND "AS AVAILABLE.” ECOMMERCETECH AND ITS LICENSORS AND SUPPLIERS HEREBY EXPRESSLY DISCLAIM ANY REPRESENTATIONS, WARRANTIES OR GUARANTEES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, SATISFACTORY PURPOSE, ACCURACY, OR NON-INFRINGEMENT.
All service content and other information and/or materials provided and/or made available through or in connection with the EcommerceTech Service, including, without limitation, any blog posts, reviews and/or recommendations for any listed apps or other products and services, are provided for informational purposes and personal uses only. EcommerceTech assumes no liability whatsoever for inaccuracies, misstatements, or omissions related to any service content and/or other information and/or materials provided and/or made available through the EcommerceTech Service. YOUR USE OF OR RELIANCE UPON ANY service content and/or other Information and/or materials IS ENTIRELY AT YOUR OWN RISK, FOR which EcommerceTech WILL NOT BE LIABLE.
ECOMMERCETECH AND ITS LICENSORS AND SUPPLIERS DO NOT WARRANT OR MAKE ANY GUARANTEE THAT DEFECTS WILL BE CORRECTED OR THAT THE ECOMMERCETECH SERVICE (OR ANY PART THEREOF) amy service content, AND/OR ANY OTHER information, MATERIALS OR SERVICES PROVIDED BY ECOMMERCETECH: (A) WILL MEET YOUR REQUIREMENTS; (B) WILL BE COMPATIBLE WITH YOUR HOME NETWORK, COMPUTER, OR ANY THIRD PARTY PRODUCTS OR SERVICES (INCLUDING, WITHOUT LIMITATION, ANY THIRD PARTY INTEGRATIONS); (C) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE BASIS; OR (D) WILL BE ACCURATE OR RELIABLE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM ECOMMERCETECH, ANY THIRD PARTY, OR THROUGH THE ECOMMERCETECH SERVICE and/or any service content, SHALL CREATE ANY WARRANTY.
13.2. Disclaimer – Third Party Products and Services. EcommerceTech does not endorse, is not responsible for, and makes no representations as to any THIRD-PARTY CONTENT, THIRD PARTY, Integrations, Linked sites and/or THIRD-PARTY services (including, without limitation, the listed apps (all of the foregoing, “third party products and services”), their content or the manner in which the providers of such THIRD-PARTY products and services handle your data. in addition, EcommerceTech is not and WILL NOT BE A PARTY TO, OR IN ANY WAY MONITOR, ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF any THIRD-PARTY products and/or services. EcommerceTech is not and shall not liable for any damage or loss caused or alleged to be caused by or in connection with your access or use of any THIRD-PARTY products and services, or your reliance on the privacy practices or other policies of the providers of such THIRD-PARTY products and Services. Your use of and reliance on any THIRD-PARTY products and ServiceS is at your own risk.
13.3. Limitations on EcommerceTech’s Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ECOMMERCETECH BE LIABLE OR OBLIGATED, WITH RESPECT TO THESE TERMS, THE ECOMMERCETECH SERVICE (OR ANY PART THEREOF), the service content, AND ANY OTHER information, MATERIALS AND/OR SERVICES PROVIDED BY ECOMMERCETECH, WHETHER UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY AND EVEN IF ECOMMERCETECH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITY OR OBLIGATION: (A) IN THE AGGREGATE, FOR ANY AMOUNTS IN EXCESS OF the greater of (I) ONE HUNDRED DOLLARS ($100.00), and (II) THE AMOUNT PAID, IF ANY, BY YOU TO ECOMMERCETECH IN CONNECTION WITH THE ECOMMERCETECH SERVICE IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY; (B) FOR ANY COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY, SERVICES OR RIGHTS; (C) FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, RELIANCE, OR CONSEQUENTIAL DAMAGES; (D) FOR INTERRUPTION OF USE OR LOSS OR CORRUPTION OF DATA; OR (E) FOR ANY MATTER BEYOND ECOMMERCETECH’S REASONABLE CONTROL. THE PARTIES AGREE THAT THESE LIMITATIONS SHALL APPLY EVEN IF THESE TERMS OR ANY LIMITED REMEDY SPECIFIED HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. ECOMMERCETECH DISCLAIMS ALL LIABILITY OF ANY KIND OF ECOMMERCETECH’S AFFILIATES, LICENSORS AND SUPPLIERS.
13.4. Application of disclaimers and limitations to Consumers. Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages with respect to consumers (i.e., a person acquiring goods otherwise than in the course of a business), so the disclaimers, exclusions and limitations set forth in this Section 13 may not apply to you if you are a consumer. The limitations or exclusions of warranties and liability contained in these Terms do not affect or prejudice the statutory rights of a consumer. The limitations or exclusions of warranties and remedies contained in these Terms shall apply to you as a consumer only to the extent such limitations or exclusions and remedies are permitted under the laws of the jurisdiction where you are located.
13.5. Basis of the Bargain. The warranty disclaimer and limitation of liability set forth above in this Section 13 are fundamental elements of the basis of the agreement between EcommerceTech and you. EcommerceTech would not be able to provide the EcommerceTech Service on an economic basis without such limitations. The warranty disclaimer and limitation of liability inure to the benefit of EcommerceTech’s suppliers.
14. AVAILABILITY OF THE ECOMMERCETECH SERVICE. Information describing the EcommerceTech Service is accessible worldwide but this does not mean the EcommerceTech Service, or certain portions thereof and/or Service Content, are or will be available in your country. EcommerceTech may restrict access to the EcommerceTech Service, or portions thereof, and/or any Service Content, in certain countries in its sole discretion. It is your responsibility to make sure your use of the EcommerceTech Service and Service Content is legal in your country of residence. The EcommerceTech Service and/or Service Content may not be available or accessible in all languages.
15. GOVERNING LAW AND DISPUTE RESOLUTION
15.1. Governing Law. These Terms shall be governed in all respects by and construed in accordance with the laws of the State of California, without regard to its conflicts of laws principles; provided that, the dispute resolution provisions set forth in this Section 15, shall be governed by the Federal Arbitration Act. The United Nations Convention on Contracts for the International Sale of Goods in its entirety is expressly excluded from these Terms. Furthermore, neither these Terms (including, without limitation, the Platform) will be governed or interpreted in any way by referring to any law based on the Uniform Computer Information Transactions Act (UCITA) or any other act derived from or related to UCITA.
15.2. Disputes. You agree that any dispute between you and EcommerceTech arising out of or relating to these Terms, the EcommerceTech Service (or any part thereof), any Service Content, and/or any other information, materials, and/or services provided by EcommerceTech hereunder (collectively, “Disputes”) shall be governed by the provisions set forth in this Section 15.
15.3. Notice of Disputes. A party who intends to seek arbitration or bring other action permitted under this Section 15 with respect to any Dispute, must first send a written notice of the Dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail (“Dispute Notice”). EcommerceTech’s address for Dispute Notices is: EcommerceTech, Inc., Attention: Notice of Dispute,1131 Westmoreland Cir, Walnut Creek, CA 94596. The Dispute Notice must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought.
15.4. Informal Resolution. You and EcommerceTech agree to use good faith efforts to resolve the Dispute directly, but if we do not reach an agreement to do so within 30 days after the Dispute Notice is received, you or EcommerceTech may commence an arbitration proceeding or other permitted action, as set forth in this Section 15.
15.5. Agreement to Arbitrate; Arbitration. In the interest of resolving Disputes between you and EcommerceTech in the most expedient and cost-effective manner, and except as described in Section 15.6, you and EcommerceTech agree that every dispute arising in connection with these Terms will be resolved by binding individual (not class) arbitration. Any arbitration between you and EcommerceTech will be settled under the Federal Arbitration Act and administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules in effect at time the claim is submitted (the “Rules”) as modified by this Section 15.5. To the extent there is any conflict between the provisions set forth in this Section and the Rules or any procedural or other rules issued by the arbitrator, this Section will control. You and we agree that the following rules will apply to the proceedings: (a) the arbitration will be heard and determined by a single, neutral arbitrator selected in accordance with the Rules; (b) the arbitration will take place Oakland, California, United States of America, unless otherwise mutually agreed by the parties in writing; (c) the arbitration will be conducted by telephone, online, or based solely on written submissions (at the choice of the party seeking relief); (d) the arbitration must not involve any personal appearance by the parties or witnesses (unless we and you agree otherwise), and provided that, Disputes that involve a claim of more than $10,000 USD must be resolved per the Rules about whether the arbitration hearing has to be in-person; and (e) any judgment on the arbitrator’s rendered award may be entered in any court with competent jurisdiction and each of the parties irrevocably submits to the jurisdiction of such court for confirmation or recognition or enforcement of any award rendered by the arbitral tribunal in accordance with, inter alia, the United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards. All arbitration proceedings between the parties will be confidential unless otherwise agreed by the parties in writing. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement. The arbitrator shall have the authority to grant all relief that a court of competent jurisdiction could order, including awards of attorney’s fees and costs. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. A party electing arbitration must initiate proceedings by filing an arbitration demand with the AAA. The Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879. THE AGREEMENT TO ARBITRATE AND THE ARBITRATION PROVISIONS SET FORTH IN THIS SECTION 15 ARE GOVERNED BY THE FEDERAL ARBITRATION ACT.
15.6. Exception to Arbitration. Notwithstanding anything in these Terms to the contrary to the extent you have in any manner violated or threatened to violate any of EcommerceTech’s intellectual property rights, EcommerceTech may seek injunctive or other appropriate relief in any state or federal court with competent jurisdiction in any country, including in the State of California, United States of America, without first engaging in arbitration or the informal dispute process set forth in this Section, and you hereby consent to the personal jurisdiction and exclusive venue in such courts. In addition, despite the Agreement to Arbitrate, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; or (c) seek injunctive relief in a court of law in aid of arbitration.
15.7. Enforceability; Venue. If the Agreement to Arbitrate is found not to apply to your or our claim, you and EcommerceTech agree that any judicial proceeding will be brought in the federal or state courts located in Alameda County, California. Both you and EcommerceTech consent to venue and personal jurisdiction there.
15.8. Prevailing Party. Subject to Section 13, in the event that either party institutes any arbitration, legal suit, action or proceeding against the other party arising out of or relating to these Terms and/or the EcommerceTech Service (or any part thereof), the prevailing party in the suit, action or proceeding shall be entitled to receive in addition to all other damages to which it may be entitled, the costs incurred by such party in conducting the suit, action or proceeding, including reasonable attorneys’ fees and expenses and court costs.
15.9. No Class Actions. YOU MAY ONLY RESOLVE DISPUTES WITH ECOMMERCETECH ON AN INDIVIDUAL BASIS, AND MAY NOT BRING A CLAIM AS A PLAINTIFF OR A CLASS MEMBER IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. CLASS ARBITRATIONS, CLASS ACTIONS, PRIVATE ATTORNEY GENERAL ACTIONS, AND CONSOLIDATION WITH OTHER ARBITRATIONS AREN'T ALLOWED UNDER THESE TERMS.
15.10. Time Limitation to Bring Claims. Notwithstanding any statute or law to the contrary, you expressly acknowledge and agree that any claim or cause of action arising out of or related to these Terms and/or or your use of EcommerceTech Service (or any part thereof) and/or Service Content must be filed within one (1) year after such claim or cause of action arose, otherwise that claim or cause of action will be barred forever.
16. NOTICES TO ECOMMERCETECH. Except as otherwise expressly required in these Terms, any notices permitted under these Terms must be sent to EcommerceTech by (1) email: email@example.com, Subject Line: Legal Notice; or (2) certified U.S. Mail or by Federal Express (signature required) to EcommerceTech, Inc., Attention: EcommerceTech Legal Department, 1131 Westmoreland Cir, Walnut Creek, CA 94596.
17. MODIFICATIONS TO THESE TERMS. EcommerceTech reserves the right to change, update or modify these Terms and/or any Additional Terms at any time. The revised Terms will be posted on the Site at https://ecommercetech.io/terms-and-conditions, and, except with respect to material changes to these Terms as set forth below, EcommerceTech will use commercially reasonable efforts to notify you of such updated Terms by posting a notice on the Site that these Terms have been updated and/or through the user interface of the EcommerceTech Marketplace and/or Lead Platform. With respect to material changes to these Terms, EcommerceTech will provide you with reasonable notice prior to such change taking effect by emailing you at the email address associated with your Account. Material changes to these Terms will become effective on the date set forth in the notice, and all other changes will become effective from the day they are posted on the Site. You are solely responsible for reviewing these Terms for any changes and/or modifications. If you access or use the EcommerceTech Service (or any part thereof) after the applicable effective date of the revised Terms, that use will constitute your acceptance of the revised Terms.
18.1. These Terms are not intended to grant rights to anyone except you and EcommerceTech, and in no event shall these Terms create any third-party beneficiary rights. The parties acknowledge and agree that they are dealing with each other as independent contractors and nothing in these Terms and/or its performance shall be construed as creating a joint venture or agency between EcommerceTech and you.
18.2. Neither the rights nor the obligations arising under these Terms are assignable by you, and any such attempted assignment or transfer shall be void and without effect. EcommerceTech may freely assign this Agreement and/or delegate the performance of any services hereunder to its affiliates and contractors.
18.3. Any waiver of any provision of these Terms must be in writing and executed by both parties. The failure of either party to exercise any right provided for by these Terms shall not be deemed a waiver of that right.
18.4. If any term or provision of these Terms is determined to be illegal, unenforceable, or invalid in whole or in part for any reason, that provision shall be stricken from these Terms and shall not affect the legality, enforceability or validity of the remainder of the provisions set forth in these Terms.
18.5. The headings of Sections of these Terms are for convenience and are not to be used in interpreting these Terms. As used in these Terms, the word “including” means “including but not limited to.” You agree that these Terms will not be construed against EcommerceTech by virtue of having drafted them. The official text of these Terms (and any notice submitted hereunder) will be in English. The parties acknowledge that they require that these Terms be drawn up in the English language only. In the event of any dispute concerning the construction or meaning of these Terms, reference will be made only to these Terms as written in English and not to any translation into another language.
18.6. These Terms, our Privacy Notice, Content Standards and Community Guidelines, Infringement Policy, and any other Additional Terms, constitute the entire agreement between the parties regarding the subject matter, and supersedes all prior oral or written agreements or communications with regard to the subject matter described.
QUESTIONS. Please feel free to contact us at firstname.lastname@example.org if you have any questions about these Terms.