Terms of service
By creating a Shopial account (as defined in Clause 1) or by using any of the Shopial Services (as defined below), You agree to the following terms and conditions (hereinafter the"Terms from service").
As used in these Terms of Service,"we"and"Shopial"refer to the relevant Shopial Contracting Party (as defined in Clause 4 below).
The services that Shopial offers under the Terms of Service include various products and services to help you sell goods and services to buyers, either online (hereinafter"Online Services"), in person (hereinafter"Online Services"). PDV"), or bothAll the services that Shopial offers are referred to in these Terms of Services as the"Services"Any new features or tools added to the current Services will also be subject to the Terms of Service.You can review the current version of the Terms of Service at any time at https://www.shopial.co/legal/terminosShopial reserves the right to update and modify the Terms of Service by posting updates and changes on the Shopial website.It is recommended that you check the Terms of Service periodically so that you stay informed of any updates or changes that may affect you.and if you do not accept such amendments, you must stop using the Services.
Plain language summaries are provided for ease of reference only and will appear in bold under each section, but are not legally binding.Please read the Terms of Service, including any documents referenced in those Terms of Service, to get a general idea of the legal requirements you must meet.By using Shopial or any Shopial service, you agree to these termsPlease check for updates occasionally.
- Account Terms
- To access and use the Services, you must register for a Shopial account ("Account") by providing your full legal name, current address, telephone number, a valid email address, and any other information provided as necessary.Shopial may reject your Account application or cancel an existing Account for any reason, at our sole discretion.You must be over:(i) 18 or (ii) at least the age of majority in the jurisdiction where you reside and from where you use the Services to open an Account.3You confirm that you receive any Service provided by Shopial for the purpose of carrying out a commercial activity and not for a personal, family or friend purpose.You agree that Shopial will use as the main method of communication between the two the email address that you provided during registration to obtain an Account, or that it has updated from time to time.You are responsible for keeping your password safe.Shopial cannot and will not be liable for any loss or damage arising as a result of your inability to maintain the security of your Account and password.
- You are responsible for all activity and content, such as photos, images, videos, graphics, written content, audio files, code, information or data uploaded, collected, generated, stored, displayed, distributed, transmitted or displayed on or in connection with your Account ("Materials"). 7A breach or violation of any term in the Terms of Service, including the AUP, as determined in Shopial's sole discretion, may result in immediate termination of your Services.
You are responsible for your Account and the Materials you upload to the Shopial ServiceRemember that if you violate these terms we can cancel your service.
If we need to contact you, we will send you an email.
- Account Activation
2.1 Store Owner
- Subject to Clause 2.1 (2), the person who subscribes to the Service when opening an Account will be the contracting party (hereinafter"Store Owner") for the purposes of our Terms of Service and will be the person who is authorized to use any applicable Account that we may provide to the Store Owner in connection with the Service.
- If you are subscribing to the Services on behalf of your employer, your employer will be the Store OwnerIf you are subscribing to the Services on behalf of your employer, you must use the email address issued by your employer and declare and warrant that you have the authority to bind your employer to our Terms of Service.3Your Shopial store can only be associated with one Store OwnerA Store Owner can have multiple Shopial stores"Store"means the online store or retail establishments associated with the Account.
2.2 Employee accounts
- Depending on your Shopial pricing plan, you can create one or more employee accounts (hereinafter"Employee Accounts") that allow other people to access the Account.With Employee Accounts, the Store Owner can set permissions and allow others to work on his Account and determine the level of access for Employee Accounts to specific business information (for example, he may limit Accounts access to employees to sales information on the Reports page or prevent Employee Accounts from changing general store settings).
- The Store Owner is responsible for acts, omissions, or failures resulting from the use of Employee Accounts in fulfilling the obligations set forth in these Terms of Service as if they were acts, omissions, or failures of the Store Owner.
- The Store Owner and users of Employee Accounts are known as a"Shopial User".
2.3 PayPal Express Checkout and Shopial Payments accounts
- Upon completion of registration for the Service, Shopial will create a PayPal Express Checkout account on your behalf, using your email addressDepending on your location, Shopial may also create a Shopial Payments account in your name.
- You acknowledge that PayPal Express Checkout and/or Shopial Payments will be your default payment gateway (s) and that it is your sole responsibility as the Store Owner to activate and maintain these account (s). )If you do not want to keep any of the payment accounts active, it is your responsibility to deactivate themFor the avoidance of any doubt, PayPal Express Checkout is an external Service, as defined in Clause 16 of these Terms of Service.
2.4 Apple Pay for Safari account
- At the end of your subscription to the Service, Shopial will create an Apple Pay account for Safari (hereinafter"Apple Pay") on your behalf, using the URL (s) and the trade name associated with your Account.Depending on where you are located, Shopial may activate your Apple Pay account on your behalf, otherwise you will be prompted to activate your Apple Pay account in the Account control panel.If you do not want to keep your Apple Pay account active, it is your responsibility to deactivate itFor the avoidance of any doubt, Apple Pay is an external Service, as defined in Clause 16 of these Terms of ServicetwoIf you use a payment gateway that supports Apple Pay and your customers have enabled Apple Pay on their devices, customers can purchase goods and services from your Store using Apple Pay3By using Apple Pay in your Store, you agree to the Apple Pay Platform Web Merchant Terms and Conditions , which may be amended by Apple from time to time.If Apple makes amendments to the Apple Pay platform web merchant terms and conditions, the modified and updated version will be posted here:https://www.shopial.co/legal/apple-paySuch amendments to the Apple Pay Platform Web Merchant Terms will be effective as of the posting date.Your continued use of Apple Pay in your Store following the posting of the amendment to the Apple Pay Platform Web Merchant Terms constitutes your agreement and acceptance of the amendments made to the Apple Platform Web Merchant Terms PayIf you do not agree to any of the changes made to the Apple Pay Platform Web Merchant Terms, please deactivate your Apple Pay account and do not continue to use Apple Pay in your Store.
2.5 Google Payment
- At the end of the subscription to the Service, if it has been
enrolled in Shopial Payments, Shopial will also create a Google Payment account on your behalfIf you do not want to keep your Google Payment account active, it is your responsibility to deactivate itFor the avoidance of doubt, Google Payment is an external Service, as defined in Clause 16 of these Terms of Service.
- If you use a payment gateway that supports Google Payment and your customers have enabled Google Payment, customers can purchase goods and services from your Store using Google Payment.
- By using Google Payment in your Store, you agree to the Google Payment API Terms of Service , which may be modified by Google from time to time. If Google amends the Google Payment API Terms of Service , the modified and updated version will be posted here:https:// payments .developers.google.com/terms/sellertosSuch modifications to the Google Payment API Terms of Service will be effective from the date of publication.Your continued use of Google Payment in your Store following the posting of the amended Google Payments API Terms of Service constitutes your agreement and acceptance of the amended Google Payment API Terms of Service.If you do not agree to any of the changes to the Google Payment API Terms of Service, please deactivate your Google Payment account and do not continue to use Google Payment in your Store.
2.6 Domain names
- When purchasing a domain name through Shopial, the annual automatic renewal of the domain registration will be set by default, as long as your Shopial Account remains active.You acknowledge that it is your sole responsibility to disable the automatic renewal feature if you wish.
Only one person can be the"Store Owner", generally the person who signs up for the Shopial ServiceThe Store Owner is responsible for the Account, is subject to these Terms of Service, and is responsible for the actions of other persons accessing the Account.If you enroll on behalf of your employer, your employer is the Store Owner responsible for your Account.
We automatically create some accounts for you to accept paymentsYou are responsible for activating and deactivating these accounts and complying with their terms, which are established by different third parties.
Any domain you buy through us will be automatically renewed unless you choose the opposite option.
- General conditions
- Technical service in relation to the Services is only provided to Shopial Users and is only available by email.
- The Terms of Service will be governed by and construed in accordance with the laws of the Province of Ontario and applicable laws of Canada, without regard to principles of conflict of laws.The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms of Service and is expressly excluded from this document.
- You acknowledge and agree that Shopial may amend these Terms of Service at any time by posting the corresponding amended and reformulated Terms of Service on the Shopial website, available at https://www.shopial.co/legal/terms and that Such amendments to the Terms of Service will be effective as of the date of publication.Your continued use of the Services after the posting of the amended Terms of Service on the Shopial website constitutes your agreement and acceptance of the amended Terms of ServiceIf you do not accept any of the changes made to the Terms of Service, do not continue to use the Service.
- You may not use the Shopial Services for any illegal or unauthorized purpose, nor may you, by using the Service, violate the laws of your jurisdiction (including, but not limited to, copyright laws), laws that apply to you in your client's jurisdictionor the laws of Canada and the Province of OntarioYou will comply with all applicable laws, rules and regulations when using the Service and fulfilling your obligations under the Terms of Service.
- You agree not to reproduce, duplicate, copy, sell, resell or exploit any part of the Service, use of the Services or access to the Services without the express written permission of Shopial.
- You should not buy keywords from search engines or other pay-per-click words (such as Google AdWords) or domain names that use Shopial or Shopial's trademarks and/or their variations or are misspelled.
- Questions about the Terms of Service should be sent to email@example.com.
- You understand that your Materials (excluding credit card information) may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to meet and adapt to technical requirements for connecting networks or devicesCredit card information is always encrypted during transfer over networks.
- The Services allow you to send certain communications to your customers via short message service (SMS) (for example, send order confirmation notifications via SMS) (hereinafter the"SMS Services")You will only use the SMS Services in accordance with these Nexmo Inc Terms of Service, [Acceptable Use Policy]( https://help.shopial.co/es/questions ), and the laws of the jurisdiction from where you send and receive messages
- Terms of Service may be available in languages other than EnglishIn the event of any discrepancy or conflict between the English Terms of Service and the version of Shopial's Terms of Service available in other languages, the most current English version of those Terms of Service available at https://www.shopial .co/legal/privacy will prevail.
- All the terms and provisions of these Terms of Service will be binding and will benefit the parties signing these Terms and their respective legatees, successors, authorized assignees and legal representatives.Shopial may assign these Terms of Service without your prior notice or consent.You will not have the right to assign or transfer these Terms of Service, or any of your rights or obligations under them, to third parties without the prior written consent of Shopial, which Shopial will grant or reject at its own discretion.
- If any provision, or a part of it, contemplated in these Terms of Service, for any reason, is considered invalid, illegal or unenforceable in any respect, said nullity, illegality or unenforceability will not affect any other provision (or the part not affected by the provision) of the Terms of Service, and the Terms of Service will be construed as if such invalid, illegal or unenforceable provision, or part of the provision, had never been included in the Terms of Service.
- Clauses 1, 3 (2) - (5), 4, 6-8, 13-14, 16 (9) - (11), 18, 20 and 21 will remain in force after the termination or expiration of these Terms of the service.
The Shopial service belongs to usYou are not authorized to copy it or use it for any illegal or concise purpose.If you or your employees or contractors use the Shopial APIs, you will comply with the terms of our API.
Your Materials may be transferred unencrypted and may be altered, but credit card information is always encrypted.
- Shopial Contracting Party
- If your Store's billing address is in the United States or Canada, this Clause 4 (1) applies to you:
toThe “Shopial Contracting Party” means Shopial., A Canadian corporation, with offices located at 150 Elgin Street, Suite 800, Ottawa, Ontario, K2P 1L4.
bThe parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of the Province of Ontario with respect to any litigation or claim arising out of or related to the Terms of ServiceThe United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms of Service and is expressly excluded herein.
- If your Store's billing address is in the Asia Pacific region (including Australia, New Zealand, China, Japan, and Singapore), this Clause 4 (2) applies to you:
toThe"Shopial Contracting Party"means Shopial Commerce Singapore PteLtd, a corporation formed under the laws of Singapore, with offices located at 77 Robinson Road, # 13-00 Robinson 77, Singapore 068896bThe parties irrevocably agree that the Singapore courts shall have exclusive jurisdiction to resolve any litigation that may arise or is in connection with the Terms of Service and that consequently any proceedings that arise in or are in relation to the Terms of Service must be brought before such courtsThe United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms of Service and is expressly excluded herein.
- If your Store billing address is in the EMEA region or other jurisdictions not listed in Clause 4 (1) or 4 (2), including Europe and Russia, the Middle East, Africa, South America, the Caribbean or Mexico, this Clause 4 (3) applies to you:
toThe"Shopial Contracting Party"means Shopial International Limited, a private company limited by shares, incorporated in Ireland under registration number 560279, with its registered offices located on the 2nd floor of the Floor Victoria Buildings, 1-2 Haddington Road, Dublin 4, D04 XN32, Ireland, VAT number IE 3347697KH and its website can be found at https://www.shopial.co/ .
bYou irrevocably and unconditionally agree to submit to the jurisdiction of the Irish courts, which have jurisdiction to resolve any dispute that may arise out of or in relation to the validity, effect, interpretation or performance of these Terms of Service, and equally way you irrevocably and unconditionally waive to object to any claim presented in the form of a lawsuit, action or proceeding by Shopial in any other jurisdictionThe United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms of Service and is expressly excluded herein.
If a dispute arises, you can take action, depending on your location, in either the Province of Ontario (Canada), Ireland or Singapore, depending on your location.
- Shopial Rights
- We reserve the right to modify or discontinue the Services for any reason, without prior notice and at any time.Not all Services and features are available in all jurisdictions and we are not required to make Services or features available in any jurisdiction.
- We reserve the right to refuse to provide a service to anyone for any reason at any time.
- We may, but are not required to, remove Materials and suspend or terminate Accounts if we determine, in our sole discretion, that goods or services offered through a Store, or Materials uploaded or posted in a Store, violate our Acceptable Use. Policy (“AUP”) or these Terms of Service.
- Verbal or written abuse of any kind (including threats of abuse or retribution) by any Shopial customer, employee, member or authority of Shopial will result in immediate account closure.
- Shopial does not pre-screen Materials and we are free to reject or remove any Materials from the Service, including your Store.
- We reserve the right to provide our services to your competition and we do not promise the exclusivity of any particular market segment.In addition, you acknowledge and agree that Shopial's employees and contractors may also be Shopial's customers or merchants and that they may compete with you, although they may not use your Confidential Information (as defined in Clause 6) to do so.
- In the case of a claim related to the ownership of the Account, we reserve the right to request documentation to determine or confirm ownership of the Account.Documentation may include, but is not limited to, a scanned copy of your business license, a government-issued photo ID, the last four digits of your registered credit card, your status as an employee of a entity, etc.
- Shopial reserves the right to determine, in our sole discretion, the rightful ownership of the Account and to transfer an Account to the rightful Store OwnerIf we cannot reasonably determine the Rightful Owner of the Store, without prejudice to our other rights and resources, Shopial reserves the right to temporarily deactivate an Account until a resolution has been reached between the conflicting parties.
We can modify, cancel or reject the service at any time.
In the event of an ownership dispute over a Shopial account, we may freeze the account or transfer it to the rightful owner, as determined by us.
- The"Confidential Information"will include, but is not limited to, all information related to the business of one of the parties and that is not public knowledge, including specific commercial information, technical processes and formulas, software, customer lists , lists of potential customers, names, addresses and other information about customers and prospects, product designs, sales, costs (including relevant processing fees), price lists and other unpublished financial information, business plans and data of marketing, and any other confidential information and proprietary information, regardless of whether it is marked as confidential or proprietaryShopiall Confidential Information contains all information that you receive in connection with us or the Services, which is not known to the general public, including information related to our security program and practices.
- Each party agrees to use the other party's Confidential Information only when necessary to fulfill its obligations as provided in these Terms of Service and in accordance with any other obligation provided in these Terms of Service, including this Clause 6Each party agrees that it will take all reasonable steps, at least substantially equivalent to the steps it takes to protect its own proprietary information, in order to prevent the copying, disclosure or use of such Confidential Information, other than (i) by or through its employees, agents and subcontractors who must have access to said Confidential Information to comply with the obligations of said party set forth herein, and who are subject to confidentiality obligations for said party that are at least as strict as those contained in this document ; or (ii) as required by any law, regulation, or order of any court of appropriate jurisdiction over the parties and subject matter contained in these Terms of Service, provided that, if legally permitted, the receiving party will notify the disclosing party in writing. and will use all commercially reasonable efforts to ensure that such disclosure is treated confidentially.Confidential Information will not include any information that the receiving party can prove:(A) that was already public knowledge, or that the receiving party was already aware of or was in possession of, at the time of disclosure of such information; (B) information that is independently developed by the receiving party without the use or reference of the other party's Confidential Information, and that does not violate any provision of these Terms of Service; or (C) if the receiving party obtained it immediately afterwards from a source other than the disclosing party without violating any provision of these Terms of Service.
Both you and Shopial agree to use the other party's Confidential Information solely to fulfill the obligations of these Terms of Service.Confidential Information must be protected and respected.Limitation of liability
- You expressly understand and agree that, to the extent permitted by applicable laws, Shopial will not be liable for any direct, indirect, incidental, special, consequential, or exemplary damages, including, but not limited to, loss of profits, clientele. , use, data or other intangible losses resulting from the use or inability to use the Service.
- To the extent permitted by applicable laws, Shopial or our suppliers will not be liable in any way for loss of profits or any special, incidental or consequential damages arising out of or related to our site, our Services or these Terms of service (even if they arise from negligence)You agree to indemnify and hold us and (as applicable) hold our parent company, affiliates, affiliates, Shopial Partners, authorities, directors, agents, employees, and suppliers harmless from any claim or lawsuit, including reasonable attorneys' fees, generated by a third party due to or arising from the breach of these Terms of Service or the documents included by reference (including the AUP), or your violation of any law or the rights of a third party.
- Your use of the Services is at your own risk.The Services are provided"as is"and"as available"without any warranty or condition, express, implied or legal.
- Shopial does not guarantee that the Services will be uninterrupted, timely, secure, or error-free.
- Shopial does not guarantee that the results that may be obtained from the use of the Services will be accurate or reliable.
- Shopial does not guarantee that the quality of any product, service, information or other material purchased or obtained by you through the Services will meet your expectations, or that any errors in the Services will be corrected.
We are not responsible if you violate the law, this agreement or go against the rights of a third party, especially if they sue you.
The Service is provided"as is"so it may have errors or suffer interruptions and we do not offer any guarantee, and our liability is limited.
- Waiver and Entire Agreement
The fact that Shopial does not exercise or enforce any right or provision of these Terms of Service will not constitute a waiver of such right or provision.These Terms of Service, including the documents they incorporate by reference, constitute the entire agreement between you and Shopial, and govern your use of the Services and your Account, replacing any prior agreements between you and Shopial (including, but not limited to, any previous version of the Terms of Service).
If Shopial decides not to enforce any of these provisions at any time, it does not mean that we will waive that right later.
These Terms of Service form the agreement that applies to you. This means that no prior agreement between you and Shopial applies if it conflicts with these.
- Intellectual property and user-generated content
- We do not claim any intellectual property rights in the Materials that you provide to the Shopial ServiceAll Materials you upload belong to youYou can delete your Shopial store at any time by deleting your Account.
- By uploading Materials, you agree to:(a) allow other Internet users to view Materials that you publicly post on your Store; (b) allow Shopial to store, and in the case of the Materials that you publicly post, display and use your Materials; and (c) that Shopial may, at any time, review and delete all Materials submitted to its Service, although Shopial is not obligated to do so.
- You retain ownership of all Materials that you upload to the Store; however, by making your Store public, you agree to allow others to view the Materials that you post publicly in your Store.You are solely responsible for the Materials' compliance with applicable laws or regulations.
- Shopial shall have the non-exclusive right and license to use the names, trademarks, service marks and logos associated with its Store to promote the Service.
Everything you upload is your property and is your responsibility.
- POS services
In addition to the terms applicable to the Services in general, the following terms apply to your access to and use of the POS ServicesThe POS Services include the Shopial POS software (hereinafter"POS Software"), the Shopial POS website, found on/pos, programs, documentation, applications, tools, services and components hosted on the Internet, the Shopial POS hardware (hereinafter"POS Hardware") and any updates that Shopial has provided to you.
- Access to and use of the POS Services requires that you have an active and valid Account.
- If your POS Services are enabled with Shopial Payments, you cannot simultaneously use any other payment processing servicesThe payment gateway used for your POS Services must be the same one used for your Online Services, if applicable.
- You may terminate your POS Services without canceling your account or any other Services to which you subscribe, and in such event, you will continue to be billed and paid for the Services (other than the terminated POS Services).
- You agree to use the POS Services in accordance with all procedures that Shopial may establish from time to time.
- While the POS Services use encryption technology, and the law generally prohibits third parties from monitoring the transmission, we cannot guarantee security regarding connection to the POS Services, and we will not be responsible for any unauthorized access or use of data transmitted through the POS Services.
- POS Hardware is purchased; not for rentThe purchase of the POS Hardware is subject to the POS Hardware Agreement, found at https://www.shopial.co/legal/noticeAfter you pay for your POS Hardware, and your shipment is confirmed, you will acquire ownership and title to the POS Hardware components, and will be licensed to access and use all POS Software installed on the POS Hardware. (and any update thereof), in a limited, non-exclusive, revocable, not subject to sub-licenses, non-transferable, and solely for the purpose of using the POS ServicesPOS Hardware is subject to our Return Policy, which can be viewed atReturns and refunds are not available for the Chip & Swipe reader, Swipe card reader (audio jack), and physical gift cards purchased from the Shopial hardware store.
- Fees for POS Services will be determined based on the number of branches where you use POS ServicesBranches are defined by business address and are used to associate orders to a specific business addressBranches are added through the Shopial web control panel associated with your AccountWe will also detect the number of branches using the POS Services and will be billed as part of your regular billing cycle.In the event of any discrepancy between the number of branches that you add through the Shopial web control panel and the number of branches that Shopial detects, the number of branches that Shopial detects will be considered correct.
If you use our POS Services, you must use the same payment processor that you use for the Online ServicesYou can cancel your POS Services at any time and continue to keep your Online Services activeWe take data security very seriously, but we cannot guarantee that all transmissions using POS Hardware will be 100% secure.All transactions transmitted using the POS Hardware are at your own risk.Remember that POS hardware is purchased; not for rentOur POS Hardware return policy applies to all POS hardware except Chip & Swipe reader, Swipe card reader (audio jack), and physical gift cards.
- Shopial Shipping
If you are located in Canada or the United States, you can purchase shipping labels from your Shopial control panel (hereinafter"Shopial Shipping") for the delivery of products purchased from your Shopial store.In addition to these Terms of Service, your access to and use of Shopial Shipping are subject to the Shopial Shipping Terms of Service found at (a) https://www.shopial.co/legal/terms-shipping-us si you are in the United States; and (b) https://www.shopial.co/legal/terms-shipping-ca , if you are in Canada.
If you use Shopial Shipping you must comply with the Shopial Shipping Terms of Service.
- Theme Store
- You can set the look and feel of your Shopial Store with a Shopial Theme Store design template ("a Theme")If you download a Theme, you are licensed to use it only in a single StoreYou are free to transfer a Theme to another of your own Stores if you close your first StoreTo initiate a transfer of a Theme to another of your Stores, please send an email to firstname.lastname@example.orgYou are not allowed to transfer or sell a Theme to anyone else's Store on Shopial or elsewhereMultiple Stores require multiple downloads and each download is subject to a corresponding feeShopial makes no guarantee that a particular Theme will continue to be available for additional downloads.
- You can modify the Theme to suit your StoreShopial may add or modify at its discretion the footer in a Topic that refers to ShopialShopial may modify the Theme where it contains, in our sole discretion, an item that violates the Shopial AUP or other provision of the Terms of Service, even if you receive the Theme under those conditions.Shopial may modify the Theme to reflect technical changes and updates as required.
- The intellectual property rights of the Theme remain the property of the designerIf you exceed the rights granted by the purchase of a Theme, the designer may take legal action against you and, without prejudice to our other rights or remedies, Shopial may take administrative action, such as modifying your Store or closing it.
- Technical service for a Theme is the responsibility of the designer, and Shopial does not accept any responsibility for providing such support.Shopial could help you contact the designer.
- It is the responsibility of the user, and not of Shopial, to ensure that the installation of a new theme does not overwrite or damage the current or pre-existing theme, or the UI, of the user.
You can purchase our Themes to use them in one Store at a timeFeel free to modify our Theme, but please respect the fact that designers own their Themes, so please do not infringe on their rights.For any issue related to a Theme, please contact the designerPlease note that Themes may disappear over time and are subject to change.
- Payment of Charges
- You will pay the Charges applicable to your subscription to the Online Service and/or the POS Services ("Subscription Charges") and any other applicable charges, including, but not limited to, charges related to the value of sales made through your Shop when you use any payment provider other than Shopial Payments ("Transaction Fee"), and any charges related to your purchase or use of any product or service such as Shopial Payments, POS Hardware, Shipping, Applications, Themes, names of domain, Expert Market or external Services ("Additional Charges")Collectively, the Subscription Charges, the Transaction Charges and the Additional Charges are known as the"Charges".
- You must keep a valid form of payment on file to pay all incurred and recurring ChargesShopial will collect the Charges applicable to any valid form of payment that you authorize ("Authorized Form of Payment"), and Shopial will continue to collect the applicable Charges from the authorized form of payment until the Services are canceled, and they have been paid in full. all pending chargesUnless otherwise stated, all Charges and other fees are in US dollars and all payments will be made in US currency.
- Subscription charges are paid in advance and will be billed in 30-day intervals (each of those dates is called a"Billing Date")Transaction Fees and Additional Fees will be charged from time to time at Shopial's discretionYou will be charged on each Billing Date all pending Charges that have not been previously collectedCharges will appear on an invoice, which will be sent to the Store Owner via the email providedAdditionally, an invoice will appear on the Account page of your Store admin panelUsers have approximately two weeks to raise and resolve any issues related to billing for Subscription Charges.
- If we are unable to process payment for Charges using an authorized form of payment, we will make a second attempt to process the payment using any authorized form of payment 3 days later.If the second attempt is unsuccessful, we will make a last attempt 3 days after the second attemptIf our last attempt fails, we may suspend and revoke access to your Account and the Services.Your Account will be reactivated after the payment of any pending Charges, plus any Charges applicable to your next billing cycle.You may not be able to access your Account or your main store page during any suspension period.If outstanding Charges remain unpaid for 60 days after the suspension date, Shopial reserves the right to terminate your Account.
- All Charges are exclusive of government, federal, provincial, state, local or other applicable sales, goods and services (including Goods and Services tax under the Singapore Goods and Services Tax Act, Chapter 117A), or other Harmonized taxes or taxes, fees or commissions currently in effect or promulgated in the future (“Taxes”).
- You are responsible for all applicable Taxes arising out of or as a result of your subscription or purchase of Shopial products and services.To the extent that Shopial collects these Taxes, they are calculated using the tax rates that apply based on the billing address you provide us.Such amounts are in addition to Charges for such products and services and will be billed to your authorized form of payment.If you are exempt from paying such Taxes, you must provide us with evidence of your exemption, which in some jurisdictions includes an original certificate that meets the applicable legal requirements attesting to tax-exempt status.Tax exemption will only apply from the date we receive evidence that satisfies Shopial of your exemptionIf Shopial does not collect Taxes from you, you are responsible for determining whether Taxes are payable and, if so, remitting Taxes yourself to the appropriate tax authorities in your jurisdiction.
- For the avoidance of any doubt, all sums payable by you to Shopial under these Terms of Service will be paid without deductions or withholdings of any kind.Apart from the Taxes that Shopial collects from you and that are remitted on your behalf to the corresponding tax authorities, any other deduction or withholding required by law will be your responsibility and will be paid separately to the corresponding tax authority.Shopial will be entitled to collect the full amount of the Charges stipulated in these Terms of Service to your authorized form of payment, ignoring any deductions or withholdings that may be necessary.
- You must keep an accurate location up to date in the administration menu of your Shopial storeIf you change jurisdiction, you must quickly update your location in the administration menu.
- Shopial does not issue refunds.
A valid payment method (such as a credit card) is required for all storesYour Subscription Charges will be billed to you every 30 daysAny transaction fees or additional charges will be collected through your payment methodIf we are unable to process payment of the Charges using your payment method, we will try again in 3 daysIf we are unable to process payment of the Charges on the second attempt, we will make a third and final attempt three days later.If payment of the Charges is not processed after three attempts, Shopial may freeze your storeYou may be required to forward Taxes to Shopial or to submit Taxes yourself to your local tax authorityNo refunds are made.
- Cancellation and Termination
- You can cancel your Account and terminate the Terms of Service at any time by emailing email@example.com and following the specific instructions outlined in Shopial's response.
- Upon termination of the Services by either party for any reason:
- Shopial will stop providing the Services to you and you will no longer be able to access your Account;
- Unless otherwise stated in the Terms of Service, you will not be entitled to any refund of any Charge, proportional or otherwise;
- any outstanding balance owed to Shopial for the use of the Services up to the effective date of such termination will be immediately due and payable in full; Y
- your Store website will go offline.
- If you purchased a domain name through Shopial, canceling your domain will no longer automatically renewAfter termination, it will be your sole responsibility to handle all matters relating to your domain with the domain provider.
- If by the date of termination of the Service, there is any pending Charge owed by you, you will receive a final invoice by emailOnce the invoice has been paid in full, you will not be charged again.
- We reserve the right to modify or terminate the Shopial Service, the Terms of Service, and/or your Account for any reason, without prior notice at any time.Termination of the Terms of Service will be without prejudice to any other right or obligation arising before the termination date.
- Fraud:Without limiting any other remedies, Shopial may suspend or terminate your Account if we suspect that you (by conviction, resolution, insurance or escrow investigation or otherwise) have engaged in fraudulent activities related to the use of the Services.
To initiate a termination, please email firstname.lastname@example.orgShopial will respond with specific information regarding the termination process for your account.
Once the termination is confirmed, domains purchased through Shopial will no longer be automatically renewedIf you cancel in the course of your billing cycle, you will have a final invoice by email.
We can change or terminate your account at any timeIn the event of fraud, we will suspend or terminate your account.
- Modifications to the Service and Prices
- The Prices for the use of the Services are subject to change with 30 days notice from ShopialSuch notification can be provided at any time by posting the changes on the Shopial site (shopial.co) or in the administration menu of your Shopial store through an advertisement.
- Shopial reserves the right at any time, and from time to time, to modify or discontinue the Services (or any part thereof) with or without prior notice.
- Shopial will not be held liable to you or to any third party for any modification, price change, suspension or interruption of the Service.
We can change or interrupt the service at any time, without our responsibility being compromised.
- External services, Experts and Expert Market
- Shopial may from time to time recommend, provide access to or enable software, applications (hereinafter"Applications";"Apps"), products, services or links to external websites, (hereinafter collectively referred to as"External Services") for your consideration. or use, even through the Shopial app store or the Expert MarketplaceSaid External Services are available only for your convenience, and the purchase, access or use of said External Services is solely between you and the corresponding external service provider (hereinafter"External Provider").In addition to these Terms of Service, you also agree to be bound by additional service-specific terms that apply to services that you purchase or that are provided by third-party providers .2Shopial Experts is an online directory of independent third parties (hereinafter"Experts") that can help you create and operate your Shopial store.
- You can hire and work with an Expert directly or through the Expert MarketplaceThe Experts Marketplace provides you with recommendations on Experts who can help you with different aspects of your StoreBy using the Expert Marketplace, you can search, hire and contact Experts directly from your Account control panel.
- Any use you make of the external Services offered through the Services, Shopial Experts, the Expert Market or the Shopial website will be at your own risk and discretion, and it is your responsibility to read the terms and conditions and/or the privacy policies applicable to such external services before using themIn some cases, Shopial may receive a percentage of revenue from Third Party Vendors that Shopial recommends or otherwise hires to you through the use of the Services, Shopial Experts, the Expert Marketplace, or the Shopial website.
- We do not provide any warranties for external Services, nor do we represent such services to you.You acknowledge that Shopial does not control External Services and will not be held liable to you or anyone else for such External Services.The availability of third-party Services on Shopial's websites, including the Shopial app store or Expert Marketplace, or the integration or enablement of such third-party Services with the Services does not constitute or imply an endorsement, authorization, sponsorship, or affiliation of Shopial.Shopial does not guarantee the availability of External Services and you acknowledge that Shopial may disable access to External Services at any time in its sole discretion and without prior notice.Shopial is not responsible or liable to anyone for the interruption or suspension of access or deactivation of any external ServiceShopial strongly recommends that you seek expert advice before using or relying on Third-Party Services, to ensure that they meet your needs.Tax calculators, in particular, should be used for reference only, and not as a substitute for independent tax advice, to assess the correct tax rates to charge your clients.
- If you install or enable an external Service for use with the Services, you give us permission to allow the relevant External Provider to access your data and other Materials and take the necessary steps for the simultaneous operation of the external 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 ProviderShopial is not responsible for any disclosure, modification or deletion of your data or other Materials, nor for any corresponding loss or damage that you may suffer as a result of an external Service or external Provider's access to your data or other Materials.
- You acknowledge and agree that:(i) by submitting a request for help or other information through the Expert Marketplace, you agree to be contacted by one or more Experts via the registered email address of the Store Owner (or any other email address provided by you) as well as through the email address of the corresponding user; and (ii) Shopial will receive all email communications exchanged through the Expert Marketplace or in any response email (each is defined as"Response") originating from the Expert Marketplace (directly or indirectly ) between you and the expertsAdditionally, you agree that Shopial may share your contact details and background information that you submit via the Expert Marketplace to Experts.Experts may require access to certain dashboard pages in their Shopial storeYou select the pages the Expert can access.
- The relationship between you and any Third Party Provider is strictly between you and that Third Party Provider, and Shopial is not obligated to intervene in any dispute that arises between you and a Third Party Provider.
- Under no circumstances will Shopial be held liable for direct, indirect, incidental, incidental, consequential, punitive, extraordinary, exemplary or any other type of damage, resulting from any external Service or linked to the contractual relationship with any external Provider, including any ExpertThese limitations will apply even if the possibility of such damages has been reported to ShopialThe aforementioned limitations will be applied in their maximum expression in accordance with current law.
- You agree to indemnify and hold us and (as applicable) hold our parent company, affiliates, affiliates, Shopial Partners, authorities, directors, agents, employees, and suppliers harmless from any claim or demand, including reasonable attorneys' fees, arising out of the use of an external Service or the relationship with an external Provider.
We are not responsible for external services, so you acknowledge that you use them at your own risk.If you use external services on the Shopial platform, it means that you allow us to send your data to those servicesIf you use the External Services, you agree that we do not provide any guarantees, so please seek advice beforehand.
- Beta services
Shopial may from time to time, in its sole discretion, invite you to use, on a trial basis, beta or pre-launch features that are being developed and are not yet available to all Merchants ("Beta Services"). Beta Services may be subject to additional terms and conditions that Shopial will provide you with prior to using the beta ServicesSuch beta Services and all conversations and materials related to them will be treated as Shopial Confidential Information and will be subject to the confidentiality provisions of this Agreement.You agree, without limitation of the generality of the foregoing, that you will not make public statements or disclose your participation in the beta Services without the prior written consent of Shopial.Shopial does not claim or warrant that the beta Services will workShopial may discontinue the beta Services at any time in its sole discretion.Shopial will not be held liable for damages arising out of or related to the beta ServicesBeta Services may not work the same way as the final versionShopial may change or not publish a final or commercial version of a beta Service at our sole discretion.
- Comments and Reviews
Shopial welcomes any ideas and/or suggestions regarding improvements or additions to the ServicesUnder no circumstances will disclosure of any ideas, suggestions or related material or any review of the Services, Third Party Services or any Third Party Provider (collectively,"Comments") to Shopial be subject to an obligation of confidentiality or expectation of compensation.By submitting Feedback to Shopial (whether it is posted directly to Shopial or posted on any forum or page hosted on Shopial), you waive any and all rights in the Feedback and Shopial is free to implement and use the Comments if you wish, as proposed by you or as modified by Shopial, without obtaining permission or license from you or third partiesAny third-party Service or Third-Party Provider review that you submit to Shopial must be as accurate as possible to the best of your knowledge, and must not be illegal, obscene, threatening, defamatory, invasive of privacy, infringement of intellectual property rights, or in any way offend third parties or be objectionableShopial reserves the right (but not the obligation) to delete or edit a Comment from external Services or external Providers, but does not regularly inspect the Comments posted.
- DMCA (Digital Age Copyright Act) Notice and Removal Procedure
Shopial supports the protection of intellectual property and asks Shopial merchants to do the sameIt is 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 us a DMCA Notice to Shopial's designated agent using our form.Upon receipt of a DMCA Notice, we may remove or disable access to Materials that are alleged to infringe copyright.Once the merchant receives a Notice of Removal Procedure, he may, if he objects to the complaint, reply with a notice of opposition using our formThe person originating the claim has 14 business days after we receive the opposition notice to request a court order that prevents the merchant from continuing to carry out the infringing activity, otherwise we will restore the materialsFor more information, see our DMCA Notice and Takedown Procedure .
Shopial respects intellectual property rights and you should tooIf we receive a DMCA Notice we may disable access or remove the allegedly infringing content from your websiteIf you consider that the claim is invalid, you can proceed with a counter-notice.
If you believe that one of our merchants is infringing your intellectual property rights, you can submit a DMCA Notice to ShopialWe will promptly disable access or remove the content and notify the merchantPlease note that we post all notices that we receive.
- Rights of third parties
Except for Shopial and its affiliates, Shopial Users or anyone accessing the Shopial Services in accordance with these Terms of Service, unless otherwise stated in these Terms of Service, no person or entity that is not part of These Terms of Service shall have the right to enforce any term of these Terms of Service, regardless of whether such person or entity has been identified by name, as a member of a class, or in response to a particular description.For the avoidance of any doubt, this will not affect the rights of any authorized beneficiary or transferee of these Terms.
Only Shopial, Shopial Users and persons accessing the Shopial Services have any rights under these Terms of Service.
- Privacy and data Protection
Also, if you:(a) are established in the European Economic Area (EEA); (b) provide goods or services to customers in the EEA; or (c) which is otherwise subject to the requirements of the EU General Data Protection Regulation, the collection and use of personal information by Shopial from any European resident will also be subject to our Data Processing Addendum .
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