Terms of Service
Terms of Service
Last updated on: September 7, 2021
By signing up for a Shoplazza Account (as defined in Section 1) or by using any Shoplazza Services (as defined below), you are agreeing to be bound by the following terms and conditions (the “Terms of Service”).
As used in these Terms of Service, “we”, “us” and “Shoplazza” mean the applicable Shoplazza Contracting Party (as defined in Section 4 below).
The services offered by Shoplazza under the Terms of Service include various products and services to help you sell goods and services to buyers, whether online (“Online Services”) by enabling you to create and build your own online store. Any such services offered by Shoplazza are referred to in these Terms of Services as the “Services”. Any new features or tools which are added to the current Services shall be also subject to the Terms of Service. You can review the current version of the Terms of Service at any time at https://www.shoplazza.com/pages/terms. Shoplazza reserves the right to update and change the Terms of Service by posting updates and changes to the Shoplazza website. You are advised to check the Terms of Service from time to time for any updates or changes that may impact you. and if you do not accept such amendments, you must cease using the Services.
1. Account Terms
- To access and use the Services, you must register for a Shoplazza account (“Account”) by providing your full legal name, current address, phone number, a valid email address, and any other information indicated as required. Shoplazza may reject your application for an Account, or cancel an existing Account, for any reason, at our sole discretion.
- You must be the older of: (i) 18 years, or (ii) at least the age of majority in the jurisdiction where you reside and from which you use the Services to open an Account.
- You confirm that you are receiving any Services provided by Shoplazza for the purposes of carrying on business activity and not for any personal, household or family purpose.
- You acknowledge that Shoplazza will use the email address you provide on opening an Account or as updated by you from time to time as the primary method for communication with you. You must monitor the primary Account email address you provide to Shoplazza and your primary Account email address must be capable of both sending and receiving messages. Your email communications with Shoplazza can only be authenticated if they come from your primary account email address.
- You are responsible for keeping your password secure. Shoplazza cannot and will not be liable for any loss or damage from your failure to maintain the security of your Account and password.
- You acknowledge that you are responsible for the creation and operation of your Shoplazza Store.
- Shoplazza is not a marketplace. Any contract of sale through your Shoplazza Store is directly between you and the buyer.
- 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 exhibited on or in connection with your Account (“Materials”).
- A breach or violation of any term in the Terms of Service, including the AUP, as determined in the sole discretion of Shoplazza may result in an immediate termination of your Services.
2. Account Activation
2.1 Store Owner
- Subject to section 2.1(2), the person signing up for the Service by opening an Account will be the contracting party (“Store Owner”) for the purposes of our Terms of Service and will be the person who is authorized to use any corresponding account we may provide to the Store Owner in connection with the Service. You are responsible for ensuring that the name of the Store Owner (including the legal name of the company that owns the Store, if applicable) is clearly visible on the Store’s website.
- If you are signing up for the Services on behalf of your employer, your employer shall be the Store Owner. If you are signing up for the Services on behalf of your employer, then you must use your employer-issued email address and you represent and warrant that you have the authority to bind your employer to our Terms of Service.
- Your Shoplazza Store can only be associated with one Store Owner. A Store Owner may have multiple Shoplazza Stores. “Store” means the online store or physical retail location(s) associated with the Account.
2.2 Staff Accounts
- Based on your Shoplazza pricing plan, you can create one or more staff accounts (“Staff Accounts”) allowing other people to access the Account. With Staff Accounts, the Store Owner can set permissions and let other people work in their Account while determining the level of access by Staff Accounts to specific business information (for example, you can limit Staff Account access to sales information on the Reports page or prevent Staff Accounts from changing general store settings).
- The Store Owner is responsible and liable for the acts, omissions, and defaults arising from the use of Staff Accounts in the performance of obligations under these Terms of Service as if they were the Store Owner’s own acts, omissions, or defaults.
- The Store Owner and the users under Staff Accounts are each referred to as a “Shoplazza User”.
2.3 Checkout and Payments accounts
- Upon completion of sign-up for the Service, Shoplazza provides a wide selection of payment providers for merchants to choose from for accepting payments from customers.
- You are responsible to sign up, being active, and maintain these accounts. If you do not wish to keep either of the payment accounts active, it is your responsibility to deactivate them. For the avoidance of doubt, payment providers are Third Party services, as defined in Section 15 of these Terms of Service.
- By using these accounts on your Store, you are agreeing to be bound by these Payment Providers Terms and Conditions, as they may be amended by these payment providers from time to time. If these payment providers amend the Payment Providers Terms and Conditions, such amendments will be effective as of the date of posting by these service providers. Your continued use of these payment accounts on your Store after the amendments are posted constitutes your agreement to, and acceptance of, the amended Payment Providers Terms and Conditions. If you do not agree to any changes to these Payment Providers Terms and Conditions, de-activate your payment account and do not continue to use this payment account on your Store.
3. General Conditions
- Technical support in respect of the Services is only provided to Shoplazza Users.
- The Terms of Service shall be governed by and interpreted in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein, without regard to principles of conflicts of laws. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms of Service and is hereby expressly excluded.
- You acknowledge and agree that Shoplazza may amend these Terms of Service at any time by posting the relevant amended and restated Terms of Service on Shoplazza’s website, available at https://www.shoplazza.com/pages/terms and such amendments to the Terms of Service are effective as of the date of posting. Your continued use of the Services after the amended Terms of Service are posted to Shoplazza’s website constitutes your agreement to, and acceptance of, the amended Terms of Service. If you do not agree to any changes to the Terms of Service, do not continue to use the Service.
- You may not use the Shoplazza Services for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws), the laws applicable to you in your customer’s jurisdiction, or the laws of Canada and the Province of Ontario. You will comply with all applicable laws, rules, and regulations in your use of the Service and your performance of obligations under the Terms of Service.
- You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Services, or access to the Services without the express written permission by Shoplazza.
- You shall not purchase search engine or other pay-per-click keywords (such as Google Ads), or domain names that use Shoplazza or Shoplazza trademarks and/or variations and misspellings thereof.
- Questions about the Terms of Service should be sent to Shoplazza Support.
- You understand that your Materials (not including credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to the technical requirements of connecting networks or devices. Credit card information is always encrypted during transfer over networks.
- The Terms of Service may be available in languages other than English. To the extent of any inconsistencies or conflicts between these English Terms of Service and Shoplazza’s Terms of Service available in another language, the most current English version of the Terms of Service at https://www.shoplazza.com/pages/terms will prevail. Any disputes arising out of these Terms of Service will be resolved in English unless otherwise determined by Shoplazza (acting in its sole discretion) or as required by applicable law.
- All the terms and provisions of the Terms of Service shall be binding upon and inure to the benefit of the parties to the Terms of Service and to their respective heirs, successors, permitted assigns, and legal representatives. Shoplazza shall be permitted to assign these Terms of Service without notice to you or consent from you. You shall have no right to assign or otherwise transfer the Terms of Service, or any of your rights or obligations hereunder, to any third party without Shoplazza’s prior written consent, to be given or withheld in Shoplazza’s sole discretion.
- If any provision, or portion of the provision, in these Terms of Service is, for any reason, held to be invalid, illegal, or unenforceable in any respect, then such invalidity, illegality, or unenforceability will not affect any other provision (or the unaffected portion of the provision) of the Terms of Service, and the Terms of Service will be construed as if such invalid, illegal or unenforceable provision, or portion of the provision, had never been contained within the Terms of Service.
- Sections 1, 3(2)-(5), 4, 6-8, 12-13, 15(6)-(8), 17, 19, and 20 will survive the termination or expiration of these Terms of Service.
4. Shoplazza Contracting Party4.1 If the billing address of your Store is located in the United States, or Canada or EU (European Union member states), this Section 4.1 applies to you:
- “Shoplazza Contracting Party” means Shoplazza Inc., a Canadian corporation, with offices located at 15 Allstate, 6thfloor, Toronto, Ontario, L3R 5B4.
- The parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of the Province of Ontario with respect to any dispute or claim arising out of or in connection with the Terms of Service. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms of Service and is hereby expressly excluded.
- “Shoplazza Contracting Party” means Shoplazza Hongkong Limited, a corporation formed under the laws of Hong Kong, with offices located at 1903, 19/f Lee Garden One, 33 Hysan Avenue, Causeway Bay, Hong Kong.
- The parties irrevocably agree that the courts of Hong Kong are to have exclusive jurisdiction to settle any dispute which may arise out of or in connection with the Terms of Service and that accordingly any proceedings arising out of or in connection with the Terms of Service shall be brought in such courts. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms of Service and is hereby expressly excluded.
5. Shoplazza Rights
- We reserve the right to modify or terminate the Services for any reason, without notice at any time. Not all services and features are available in every jurisdiction and we are under no obligation to make any Services or features available in any jurisdiction.
- We reserve the right to refuse service to anyone for any reason at any time.
- We may, but have no obligation to, remove Materials and suspend or terminate Accounts if we determine in our sole discretion that the goods or services offered via a Store, or the Materials uploaded or posted to 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) of any Shoplazza customer, Shoplazza employee, member, or officer will result in immediate Account termination.
- Shoplazza does not pre-screen Materials and it is in our sole discretion to refuse or remove any Materials from the Service, including your Store.
- We reserve the right to provide our services to your competitors and make no promise of exclusivity in any particular market segment. You further acknowledge and agree that Shoplazza employees and contractors may also be Shoplazza customers/merchants and that they may compete with you, although they may not use your Confidential Information (as defined in Section 6) in doing so.
- In the event of a dispute regarding Account ownership, we reserve the right to request documentation to determine or confirm Account ownership. Documentation may include, but is not limited to, a scanned copy of your business license, government-issued photo ID, the last four digits of the credit card on file, your status as an employee of an entity, etc.
- Shoplazza retains the right to determine, in our sole judgment, rightful Account ownership and transfer an Account to the rightful Store Owner. If we are unable to reasonably determine the rightful Store Owner, without prejudice to our other rights and remedies, Shoplazza reserves the right to temporarily disable an Account until resolution has been determined between the disputing parties.
- “Confidential Information” shall include, but shall not be limited to, any and all information associated with a party’s business and not publicly known, including specific business information, technical processes and formulas, software, customer lists, prospective customer lists, names, addresses and other information regarding customers and prospective customers, product designs, sales, costs (including any relevant processing fees), price lists, and other unpublished financial information, business plans, and marketing data, and any other confidential and proprietary information, whether or not marked as confidential or proprietary. Shoplazza’s Confidential Information includes all information that you receive relating to us, or to the Services, that 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 solely as necessary for performing its obligations under these Terms of Service and in accordance with any other obligations in these Terms of Service including this Section 6. Each party agrees that it shall take all reasonable steps, at least substantially equivalent to the steps it takes to protect its own proprietary information, to prevent the duplication, disclosure, or use of any such Confidential Information, other than (i) by or to its employees, agents, and subcontractors who must have access to such Confidential Information to perform such party’s obligations hereunder, who each shall treat such Confidential Information as provided herein, and who are each subject to obligations of confidentiality to such party that are at least as stringent as those contained herein; or (ii) as required by any law, regulation, or order of any court of proper jurisdiction over the parties and the subject matter contained in these Terms of Service, provided that, if legally permitted, the receiving party shall give the disclosing party prompt written notice and use commercially reasonable efforts to ensure that such disclosure is accorded confidential treatment. Confidential Information shall not include any information that the receiving party can prove: (A) was already in the public domain, or was already known by or in the possession of the receiving party, at the time of disclosure of such information; (B) is independently developed by the receiving party without the use of or reference to the other party’s Confidential Information, and without breaching any provisions of these Terms of Service; or (C) is thereafter rightly obtained by the receiving party from a source other than the disclosing party without breaching any provision of these Terms of Service.
7. Limitation of Liability
- You expressly understand and agree that, to the extent permitted by applicable laws, Shoplazza shall not be liable for any direct, indirect, incidental, special, consequential, or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses resulting from the use of or inability to use the Service.
- To the extent permitted by applicable laws, in no event shall Shoplazza or our suppliers be liable for lost profits or any special, incidental, or consequential damages arising out of or in connection with our site, our Services, or these Terms of Service (however arising including negligence). You agree to indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, Shoplazza partners, officers, directors, agents, employees, and suppliers harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your breach of these Terms of Service or the documents it incorporates 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 sole risk. The Services are provided on an “as is” and “as available” basis without any warranty or condition, express implied, or statutory.
- Shoplazza does not warrant that the Services will be uninterrupted, timely, secure, or error-free.
- Shoplazza does not warrant that the results that may be obtained from the use of the Services will be accurate or reliable.
- Shoplazza is not responsible for any of your tax obligations or liabilities related to the use of Shoplazza’s Services.
- Shoplazza does not warrant that the quality of any products, services, information, or other materials purchased or obtained by you through the Services will meet your expectations, or that any errors in the Services will be corrected.
8. Waiver, Severability, and Complete Agreement
The failure of Shoplazza to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. If any provision of the Terms of Service, including all terms and conditions and other documents it incorporates by reference, is held by a court of competent jurisdiction to be contrary to law, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law, and the remaining provision of the Terms of Service shall remain in full force and effect.
The Terms of Service, including the documents it incorporates by reference, constitute the entire agreement between you and Shoplazza and govern your use of the Services and your Account, superseding any prior agreements between you and Shoplazza (including, but not limited to, any prior versions of the Terms of Service).
9. Intellectual Property and Customer Content
- We do not claim any intellectual property rights over the Materials you provide to the Shoplazza Service. All Materials you upload to your Shoplazza Store remain yours. You can remove your Shoplazza Store at any time by deleting your Account.
- By uploading Materials, you agree: (a) to allow other internet users to view the Materials you post publicly to your Store; (b) to allow Shoplazza to store, and in the case of Materials you post publicly, display and use your Materials; and (c) that Shoplazza can, at any time, review and delete all the Materials submitted to its Service, although Shoplazza is not obligated to do so.
- You retain ownership over all Materials that you upload to the Store; however, by making your Store public, you agree to allow others to view Materials that you post publicly to your Store. You are responsible for compliance of the Materials with any applicable laws or regulations.
- Shoplazza shall have the non-exclusive right and license to use the names, trademarks, service marks, and logos associated with your Store to promote the Service.
You can purchase shipping labels from Shoplazza’s Third Party Service Providers for delivery of goods purchased from you from your Shoplazza Store.
11. Theme Store
- You may establish the appearance of your Shoplazza Store with a design template from Shoplazza’s Theme Store (“a Theme”). If you download a Theme, you are licensed to use it for a single Store only. You are free to transfer a Theme to a second one of your own Stores if you close your first Store. To initiate a transfer of a Theme to a second one of your Stores, please contact Shoplazza Support. You are not permitted to transfer or sell a Theme to any other person’s Store on Shoplazza or elsewhere. Multiple Stores require multiple downloads and each download is subject to the applicable fee. Shoplazza gives no assurance that a particular Theme will remain available for additional downloads.
- You may modify the Theme to suit your Store. Shoplazza may add or modify the footer in a Theme that refers to Shoplazza at its discretion. Shoplazza may modify the Theme where it contains, at our sole discretion, an element that violates the Shoplazza AUP or other provisions of the Terms of Service, even if you received the Theme in that condition. Shoplazza may modify the Theme to reflect technical changes and updates as required.
- The intellectual property rights of the Theme remain the property of the designer. If you exceed the rights granted by your purchase of a Theme, the designer may take legal action against you, and, without prejudice to our other rights or remedies, Shoplazza may take administrative action such as modifying your Store or closing your Store.
- Technical support for a Theme is the responsibility of the designer, and Shoplazza accepts no responsibility to provide such support. Shoplazza may be able to help you contact the designer.
- It is the responsibility of the user, and not Shoplazza, to ensure that the installation of a new theme does not overwrite or damage the current or preexisting theme, or UI, of the user.
12. Payment of Fees
- You will pay the Fees applicable to your subscription to Online Service (“Subscription Fees”) and any other applicable fees, including but not limited to applicable fees relating to the value of sales made through your Store when using all payment providers (“Transaction Fees”), and any fees relating to your purchase or use of any products or services such as shipping, apps, Themes, domain names, Experts Marketplace, or Third Party Services (“Additional Fees”). Together, the Subscription Fees, Transaction Fees, and Additional Fees are referred to as the “Fees”.
- You must keep a valid payment method on file with us to pay for all incurred and recurring Fees. Shoplazza will charge applicable Fees to any valid payment method that you authorize (“Authorized Payment Method”), and Shoplazza will continue to charge the Authorized Payment Method for applicable Fees until the Services are terminated, and any and all outstanding Fees have been paid in full. Unless otherwise indicated, all Fees and other charges are in U.S. dollars, and all payments shall be in U.S. currency.
- Subscription Fees are paid in advance and will be billed in 30-day intervals (each such date, a “Billing Date”). Your first Subscription Fee will be charged on the last day of your free trial at the time 23:59:59 (GMT-4)(the first billing date). Transaction Fees and Additional Fees will be charged from time to time at Shoplazza’s discretion.
- Fees will appear on an invoice, which will be sent to the Store Owner via the email provided. As well, an invoice will appear on the Account page of your Store’s administration console.
- If we are not able to process payment of Subscription Fees using an Authorized Payment Method, we will send you an email reminding the unsuccessful payment and provide a method to update your Authorized Payment Method, we will make a second attempt to process using any Authorized Payment Method 24 hours later. If the second attempt is not successful, we will make a final attempt 24 hours later following the second attempt. If our final attempt is not successful, we may suspend and revoke access to your Account and the Services. Your Account will be reactivated upon your payment of any outstanding Subscription Fees, plus any other Fees applicable to your next billing cycle. You may not be able to access your Account or your storefront during any period of suspension.
- If we are not able to process payment of Transaction Fees using an Authorized Payment Method, we will send you an email reminding the unsuccessful payment and provide a method to update your Authorized Payment Method, we will in total make 4 attempts each is 24 hours later following the previous unsuccessful attempt. After the first unsuccessful attempt, your store can operate as usual; after the second and third unsuccessful attempt, your storefront can operate as usual however your store console will become inaccessible; after the fourth unsuccessful attempt, we may suspend and revoke access to your Account and the Services. Your Account will be reactivated upon your payment of any outstanding Transaction Fees, plus any other Fees applicable to your next billing cycle. You may not be able to access your Account or your storefront during any period of suspension.
- If the outstanding Fees remain unpaid for 60 days following the date of suspension, Shoplazza reserves the right to terminate your Account.
- All Fees are exclusive of applicable federal, provincial, state, local, or other governmental sales, goods, and services, harmonized or other taxes, fees, or charges now in force or enacted in the future (“Taxes”).
- You are responsible for all applicable Taxes that arise from or as a result of your subscription to or purchase of Shoplazza’s products and services. To the extent that Shoplazza charges these Taxes, they are calculated using the tax rates that apply based on the billing address you provide to us. Such amounts are in addition to the Fees for such products and services and will be billed to your Authorized Payment Method. If you are exempt from payment of such Taxes, you must provide us with evidence of your exemption, which in some jurisdictions includes an original certificate that satisfies applicable legal requirements attesting to tax-exempt status. Tax exemption will only apply from and after the date, we receive evidence satisfactory to Shoplazza of your exemption. If you are not charged Taxes by Shoplazza, you are responsible for determining if Taxes are payable, and if so, self-remitting Taxes to the appropriate tax authorities in your jurisdiction.
- For the avoidance of doubt, all sums payable by you to Shoplazza under these Terms of Service shall be paid free and clear of any deductions or withholdings whatsoever. Other than Taxes charged by Shoplazza to you and remitted to the appropriate tax authorities on your behalf, any deductions or withholdings that are required by law shall be borne by you and paid separately to the relevant taxation authority. Shoplazza shall be entitled to charge the full amount of Fees stipulated under these Terms of Service to your Authorized Payment Method ignoring any such deduction or withholding that may be required.
- You are responsible for all applicable Taxes that arise from or as a result of any sale on your Shoplazza Store.
- You must maintain an accurate location in the administration menu of your Shoplazza Store. If you change jurisdictions you must promptly update your location in the administration menu.
- Shoplazza does not provide refunds.
13. Cancellation and Termination
- You may cancel your Account and terminate the Terms of Service at any time by contacting with firstname.lastname@example.org and then following the specific instructions indicated to you in Shoplazza’s response.
- Upon termination of the Services by either party for any reason:
- Shoplazza will cease providing you with the Services and you will no longer be able to access your Account;
- unless otherwise provided in the Terms of Service, you will not be entitled to any refunds of any Fees, pro-rata or otherwise;
- any outstanding balance owed to Shoplazza for your use of the Services through the effective date of such termination will immediately become due and payable in full; and
- your Store website will be taken offline.
- Upon termination, you will need to handle all matters related to your domain with the domain provider.
- If at the date of termination of the Service, there are any outstanding Fees owing by you, you will receive one final invoice via email. Once that invoice has been paid in full, you will not be charged again.
- We reserve the right to modify or terminate the Shoplazza Service, the Terms of Service, and/or your Account for any reason, without notice at any time (unless otherwise required by applicable law). Termination of the Terms of Service shall be without prejudice to any rights or obligations which arose prior to the date of termination.
- Fraud: Without limiting any other remedies, Shoplazza may suspend or terminate your Account if we suspect that you (by conviction, settlement, insurance or escrow investigation, or otherwise) have engaged in fraudulent activity in connection with the use of the Services.
14. Modifications to the Service and Prices
- Prices for using the Services are subject to change upon 30 days' notice from Shoplazza. Such notice may be provided at any time by posting the changes to the Shoplazza Site (Shoplazza.com) or the administration menu of your Shoplazza Store via an announcement.
- Shoplazza reserves the right at any time, and from time to time, to modify or discontinue, the Services (or any part thereof) with or without notice (unless otherwise required by applicable law).
- Shoplazza shall not be liable to you or to any third party for any modification, price change, suspension, or discontinuance of the Service.
15. Third-Party Services
- Shoplazza may from time to time recommend, provide you with access to, or enable third party software, applications (“Apps”), products, services, or website links (collectively, “Third Party Services”) for your consideration or use, including via the Shoplazza App Store, or Experts Marketplace. Such Third-Party Services are made available only as a convenience, and your purchase, access, or use of any such Third Party Services is solely between you and the applicable third-party services provider (“Third Party Provider”). In addition to these Terms of Service, you also agree to be bound by the additional service-specific terms applicable to services you purchase from, or that are provided by, Third-Party Providers.
- Any use by you of Third Party Services offered through Shoplazza’s website is entirely at your own risk and discretion, and it is your responsibility to read the terms and conditions and/or privacy policies applicable to such Third Party Services before using them. In some instances, Shoplazza may receive a revenue share from Third Party Providers that Shoplazza recommends to you or that you otherwise engage through your use of the Services or Shoplazza’s website.
- We do not provide any warranties or make representations to you with respect to Third-Party Services. You acknowledge that Shoplazza has no control over Third Party Services and shall not be responsible or liable to you or anyone else for such Third Party Services. The availability of Third Party Services on Shoplazza’s websites, including the Shoplazza App Store or the integration or enabling of such Third Party Services with the Services does not constitute or imply an endorsement, authorization, sponsorship, or affiliation by or with Shoplazza. Shoplazza does not guarantee the availability of Third Party Services and you acknowledge that Shoplazza may disable access to any Third Party Services at any time in its sole discretion and without notice to you. Shoplazza is not responsible or liable to anyone for discontinuation or suspension of access to, or disablement of, any Third Party Service. Shoplazza strongly recommends that you seek specialist advice before using or relying on Third Party Services, to ensure they will meet your needs. In particular, tax calculators should be used for reference only and not as a substitute for independent tax advice, when assessing the correct tax rates you should charge to your customers.
- You acknowledge and agree that: (i) by submitting a request for assistance or other information through Shoplazza Support, you consent to being contacted by one or more Third Parties at the Store Owner’s registered email address (or such other email address provided by you) as well as the applicable user email address; and (ii) Shoplazza will receive all email communications exchanged via Shoplazza Support or in any reply emails (each a “Reply”) that originate from Shoplazza Support (directly or indirectly) between yourself and Experts. You further agree that Shoplazza may share your contact details and the background information that you submit via the Shoplazza Support with Third Parties. Third Parties may require access to certain admin pages on your Shoplazza Store. You choose the pages that the Third Parties can access.
- The relationship between you and any Third Party Provider is strictly between you and such Third Party Provider, and Shoplazza is not obligated to intervene in any dispute arising between you and a Third Party Provider.
- Under no circumstances shall Shoplazza be liable for any direct, indirect, incidental, special, consequential, punitive, extraordinary, exemplary, or other damages whatsoever, that result from any Third Party Services or your contractual relationship with any Third Party Provider, including any Expert. These limitations shall apply even if Shoplazza has been advised of the possibility of such damages. The foregoing limitations shall apply to the fullest extent permitted by applicable law.
- You agree to indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, Shoplazza partners, officers, directors, agents, employees, and suppliers harmless from any claim or demand, including reasonable attorneys’ fees, arising out of your use of a Third Party Service or your relationship with a Third Party Provider.
16. Beta Services
From time to time, Shoplazza may, in its sole discretion, invite you to use, on a trial basis, pre-release or beta features that are in development and not yet available to all merchants (“Beta Services”). Beta Services may be subject to additional terms and conditions, which Shoplazza will provide to you prior to your use of the Beta Services. Such Beta Services and all associated conversations and materials relating thereto will be considered Shoplazza Confidential Information and subject to the confidentiality provisions in this agreement. Without limiting the generality of the foregoing, you agree that you will not make any public statements or otherwise disclose your participation in the Beta Services without Shoplazza’s prior written consent. Shoplazza makes no representations or warranties that the Beta Services will function. Shoplazza may discontinue the Beta Services at any time at its sole discretion. Shoplazza will have no liability for any harm or damage arising out of or in connection with a Beta Service. The Beta Services may not work in the same way as a final version. Shoplazza may change or not release a final or commercial version of a Beta Service at our sole discretion.
17. Feedback and Reviews
Shoplazza welcomes any ideas and/or suggestions regarding improvements or additions to the Services. Under no circumstances shall any disclosure of any idea, suggestion, or related material or any review of the Services, Third Party Services, or any Third Party Provider (collectively, “Feedback") to Shoplazza be subject to any obligation of confidentiality or expectation of compensation. By submitting Feedback to Shoplazza (whether submitted directly to Shoplazza or posted on any Shoplazza hosted forum or page), you waive any and all rights in the Feedback and that Shoplazza is free to implement and use the Feedback if desired, as provided by you or as modified by Shoplazza, without obtaining permission or license from you or from any third party. Any reviews of a Third Party Service or Third-Party Provider that you submit to Shoplazza must be accurate to the best of your knowledge, and must not be illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights, or otherwise injurious to third parties or objectionable. Shoplazza reserves the right (but not the obligation) to remove or edit Feedback of Third Party Services or Third-Party Providers, but does not regularly inspect posted Feedback.
18. DMCA Notice and Takedown Procedure
Shoplazza supports the protection of intellectual property and asks Shoplazza merchants to do the same. It’s our policy to respond to all notices of alleged copyright infringement. If someone believes that one of our merchants is infringing their intellectual property rights, they can send a DMCA Notice to Shoplazza’s designated agent using our form. Upon receiving a DMCA Notice, we may remove or disable access to the Materials claimed to be a copyright infringement. Once provided with a notice of takedown, the merchant can reply with a counter-notification using our form if they object to the complaint. The original complainant has 14 business days after we receive a counter-notification to seek a court order restraining the merchant from engaging in the infringing activity, otherwise, we restore the material. For more information, see our DMCA Notice and Takedown Procedure
19. Rights of Third Parties
Save for Shoplazza and its affiliates, Shoplazza Users or anyone accessing Shoplazza Services pursuant to these Terms of Service, unless otherwise provided in these Terms of Service, no person or entity who is not a party to these Terms of Service shall have any 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 as answering a particular description. For the avoidance of doubt, this shall not affect the rights of any permitted assignee or transferee of these Terms.
20. Privacy & Data Protection
Additionally, if: (a) you are established in the European Economic Area (EEA); (b) you provide goods or services to customers in the EEA; or (c) you are otherwise subject to the requirements of the EU General Data Protection Regulation, Shoplazza’s collection and use of personal information of any European residents is also subject to our Data Processing Addendum.
15 Allstate, 6th floor
Greater Toronto, ON L3R 5B4