Copyright © WebShopAssist 2023
for shopify apps and the website provided by webshopassist
Last
Updated: Sep. 7th 2023
These
Terms of Use (the “Terms”) set forth
the terms and conditions that govern (i) access to,
and use of the application(s) provided by WebShopAssist (as defined below) (“App”), (ii) the access to, and use of
our website available at the URL https://www.webshopassist.com (“Site”) and (iii) the access to, and use
of the content of the App and of the Site including of the services provided by
WebShopAssist (“Services”).
Please
carefully read these Terms as they contain important information concerning
your rights and obligations. These Terms include various limitations and
exclusions, defining WebShopAssist’s liability in
certain cases, determining the jurisdiction and authorities on matters of
conflict resolution, as well as the applicable legislation to WebShopAssist’s Services.
These
Terms are a legal agreement between you (i) as a
Client (as defined below), or (ii) as a user only navigating through our Site
(“you”, “your”, or “user”) and SMART BIT AGILE CONSULT S.R.L., a company incorporated under
the Romanian law, ("WebShopAssist",
“we”, "us").
Before
you use the App, you will need to agree to these Terms. We are only willing to
make the App available to you if you accept all of these Terms. Otherwise, you
may not access or use the App. Accessing or visiting the Site or downloading
and installing the App represents your confirmation that you understand and
agree to all of these Terms.
In
case you use the App and or Site on behalf of a company, you represent that you
have the legal authority to accept these Terms on behalf of the respective
company. In such a case, when using “you” in these Terms, we will refer to the
respective company.
We
reserve the right to change the Terms at any time and in our sole discretion.
If we make changes to these Terms, we will make the updated version of the
Terms available on the Site and update the “Last Updated” date found at the top
of these Terms. In such a case, in order to continue to use the App, you will
need to agree to the newly amended Terms. Continued use of the App / the Site
represents agreement to the new Terms.
1.
THE
SITE
The Site is only intended to present and
detail our applications and Services. As such, all the content made available
on the Site in any form is for informational purposes only.
2.
THE
APP
The
App is an application than can be installed by the users (online shops) of the
Shopify platform, available at the URL address https://apps.shopify.com (“Client”, “User”).
2.1.
Installing
the App
In
order to benefit from the Services, you first need to install the App which is available in
the applications store of Shopify.
2.2.
Setting
up the App
When
first accessing the App, you have to configure certain parameters in order for
the App to properly function. Detailed guidelines on how on how to set up the
App are available in the App’s documentation.
In
case you do not set up the parameters correctly, the App cannot work properly,
and we cannot provide the Services. It is the sole responsibility of the Client
to configure these parameters, and we accept no liability for the non-functioning
or malfunctioning of Apps which are incorrectly set up.
3.
SUBSCRIPTION
AND FEES
3.1.
Subscription
mechanism
The
App can be accessed in the form of a subscription (“Subscription”).
The
Subscription starts upon Client’s confirmation on the Fee (as defined below) in
Shopify platform on the day of subscription, and it is then automatically
renewed for each following month, from date to date, unless a cancellation
request is made by the Client, and sent in the manner described below.
Clients
can cancel their Subscription at any time.
The Subscription cancellation is effective after the end of the last
month of the Subscription and results in automatic deletion of the User’s
account, as well as all of the stored and indexed data.
The
Client is informed and accepts that the Subscription can be cancelled by
WebShopAssist if the Client breaches the provisions of these Terms, as further
provided at Clause 13 below.
3.2.
Payment
In
order to use our App, the Client needs to pay a Subscription fee (“Fee”), due every month.
The
Fees shall be paid by Client in accordance with Shopify’s terms and conditions
3.3.
Changing
the Fees
We
have the right to change the Fees from time to time, in our sole discretion.
When wo do so, the updated Fees shall apply as of the date the changes are
made.
3.4.
Subscription
Levels
The User can change their
subscription to a Higher or Lower level at any time from the App’s user
interface, as per Shopify’s subscription policy.
4.
INTELLECTUAL
PROPERTY RIGHTS
Unless
otherwise indicated by us, all elements of the App and of the Site, all content
and other materials therein are owned by us (or, as applicable, our licensors)
and are protected by intellectual property rights. For the avoidance of doubt,
the visual interfaces, design, text, graphics, pictures, systems, information,
data, methods, software, computer code, organization, services, all other
elements and any other documentation or other ancillary material provided to
you (“Content”) are owned by us or
by our licensors and are protected by copyright, patents, trademarks, design,
trade secrets, any other intellectual property rights and applicable law.
In
exchange for the Fee, you are granted a personal, non-transferable and
non-exclusive license to use the App, with no right to sub-license, for the
term of the Subscription and in accordance with these Terms.
You
can use the App, the Site and the Content solely for the purpose provided by
these Terms. You are not permitted to:
●
use the App, the Site or the Content
other than for their intended purposes;
●
use any data mining, robots or
similar data gathering or extraction methods;
●
sell, rent, lease, lend,
redistribute, sublicense or make commercial use of the App, the Site or the Content;
●
copy, reverse engineer, decompile,
disassemble or attempt to discover the source code of our App, the Site or
Content;
●
modify, alter or otherwise make any
derivative uses of the App, the Site or the Content, or any portion thereof,
except as expressly permitted under these Terms;
●
remove, alter or obscure any
copyright, trademark or other proprietary rights notice included in the App,
the Site or Content;
Any
use of the App, the Site or the Content other than as specifically authorized
herein, without the prior written permission of WebShopAssist, is strictly
prohibited. Such unauthorized use may also violate applicable laws, including
without limitation, copyright and trademark laws. Unless explicitly stated by
WebShopAssist, nothing in these Terms shall be construed as conferring any
license to intellectual property rights, whether by implication or
otherwise.
5.
USER
CONTENT
In
case you can create any user content on our App, you are solely responsible for
all content you create, transmit and/or distribute through the App (“User Content”). With that in mind, you
agree not to create, transmit and/or distribute through the App any User
Content that:
●
is illegal or unlawful, that would
constitute, encourage or provide instructions for a criminal offense, violate
the rights of any party, or otherwise create liability or violate any local,
national or international law;
●
is defamatory, profane, obscene, pornographic,
sexually explicit, indecent, lewd, vulgar, suggestive, violent, harassing,
hateful, threatening, offensive, discriminatory, bigoted, abusive,
inflammatory, invasive of privacy or publicity rights, fraudulent, deceptive or
otherwise objectionable;
●
impersonates any person or entity or
otherwise misrepresents your affiliation with a person or entity;
●
may infringe or violate any patent,
trademark, trade secret, copyright, or other intellectual property right or
other right of any party;
●
contains or depicts any statements,
remarks or claims that do not reflect your honest views and experiences; or
●
is designed to deceive or trick the
users of the App.
6.
USER
CONDUCT
You
are solely responsible for your own conduct while accessing or using the App
and the Site. You agree to use the App and the Site only for purposes that are
legal, proper and in accordance with these Terms and any applicable laws or
regulations. You agree that you will not and will not permit any third party to
do, including but not limited to, any of the following:
●
use the App and the Site for any
illegal or unauthorized purpose or engage in, encourage, or promote any illegal
activity, or any activity that violates these Terms or any other rules or
polices established from time to time by us;
●
use the App and the Site to violate
the legal rights and the legitimate interests of others, including, but not
limited to, transmitting or otherwise making available through the App of
content that infringes the intellectual proprietary rights of any party;
●
remove any copyright, trademark or
other proprietary rights notices contained in or on the App and the Site, or
any part of it;
●
modify, adapt, hack, translate, or
reverse engineer the App and the Site;
●
use any robot, spider, crawler,
scraper or other automated means or interface not provided by us to access the
App and the Site or to extract data;
●
attempt to indicate in any manner
that you have a relationship with us or that we have endorsed you or any
products or services for any purpose, unless we specifically consented to such
conduct;
●
upload, send, distribute or
disseminate any User Content that could be in any way interpreted as
defamatory, unlawful, fraudulent, obscene, harassing or objectionable;
●
distribute any other harmful
components such as, including but not limited to, worms, viruses, Trojan
horses, corrupted files, defects, hoaxes;
●
impersonate another person by any
mean (e.g., by use of an email address, name, nickname or otherwise);
●
exploit the App and the Site for any
unauthorized commercial purpose;
●
access or use the App and the Site
for the purpose of creating a product or service competitive with any of our
products or services; or
●
register on the App and the Site on
behalf of a company, without having the right to represent the respective
company.
7.
SUPPORT
Support
Services include the following items:
a. Technical
support via email at the following email address: [email protected].
Technical support is strictly limited to integration and implementation of
WebShopAssist Software and does not include questions concerning Shopify
configuration.
b. WebShopAssist
will make reasonable efforts to provide high-quality technical service by
email, but this does not guarantee any specific response time.
c.
Access to the most current
documentation on the Site, including tutorials.
8.
INDEMNIFICATION
You
agree, at your sole expense, to defend, indemnify and hold us, our officers,
agents, employees, advertisers, licensors, suppliers or partners harmless from
and against any claims, damages, payments, deficiencies, fines, judgments,
settlements, liabilities, losses, costs and expenses of any kind or nature,
including litigation costs, and legal fees arising out of or in any way related
to (i) your use of the App and the Site; (ii) your
violation of these Terms or the rights of any third-party; or (iii) your breach
of applicable laws in connection with your conduct, access to or use of the App
and the Site.
9.
DISCLAIMER
You
expressly acknowledge and agree that your use of the App and the Site is at
your sole risk and that the entire risk as to satisfactory quality, performance,
safety, accuracy and effort is with you. The App and the Site are provided on
an “as is” and “as available” basis. To the maximum extent permitted by
applicable law, we disclaim any and all warranties and representations (express
or implied, written or oral) in relation to, without limitation, the App, the
Site or external websites or applications, including but not limited to any
implied warranties of merchantability, implied warranties of fitness or
suitability for any purpose and warranties of non-infringement, condition of
title, accuracy, reliability. We do not warrant and/or represent that the App
and the Site will meet accuracy and your requirements, that the use of the App
and the Site will be uninterrupted, secure or error-free, or that the App and
the Site is free of harmful components, such as viruses.
10.
LIMITATION
OF LIABILITY
You
acknowledge and agree that to the maximum extent permitted under applicable
law, in no event will WebShopAssist be liable to you or to any other third
party for any incidental, indirect, special, consequential, exemplary or
punitive damages whatsoever including, but not limited to, damages for loss of
profits, (whether incurred directly or indirectly), loss of goodwill or
business reputation, loss of data, cost of procurement of substitute goods or
services, or any other intangible loss, arising out of or related to the App
and the Site, regardless of the theory of liability (contract, warranty, tort,
strict liability, product liability or other theory) and even if we have been
advised of the possibility of such damages.
You
understand and agree that we will not be liable for any failure or delayed
performance of our obligations that results from any condition beyond our
reasonable control, including but not limited to, acts or omissions of third
parties, earthquake, fire, flood, governmental action, acts of terrorism, labor
conditions, power failures, Internet disturbances or server failures.
You
acknowledge that the App and the Site is Internet-based and you understand and
accept the inherent security risks associated with such applications and
websites, including but not limited to, the risk of losing the Internet
connections, the risk of malicious software, the risk of hardware or software
failure and the risk of unauthorized access by third parties to your User
Account. Thus, you agree that we have no liability for any malfunctions,
communication failures, delays, errors, or any breach of security you might
incur.
In
any event, the aggregate liability of us and our affiliates and our service
providers under these terms & conditions shall not exceed five hundred USD
($500.00).
11.
EXTERNAL
SITES
The
App and the Site may contain hyperlinks to third party website or resources.
These links to third party pages are provided for convenience only. In any
event, especially because of the volatile nature of information on the
Internet, WebShopAssist cannot control the nature or content of these external
sources and therefore is not responsible and or liable for the use, the unavailability
of third party website nor their content and
advertising or other materials available on such third party websites that you
might access via our App or the Site.
12.
CHANGES
OF THE APP AND OF THE SITE
We
may, in our sole discretion and without cost to you, with or without prior
notice and at any time, modify or discontinue, temporarily or permanently, any
portion or feature of our App and Site.
In no
event will WebShopAssist be liable for the removal of or disabling of access to
any portion or feature of the App or the Site.
In
case you breach these Terms, we may suspend or terminate in whole or in part,
your access to the App in our sole discretion, immediately and without prior
notice, and delete or deactivate your User Account. In such a case, we will
notify you accordingly.
The
Clients have the possibility to uninstall the App and to delete their User
Accounts and in such a case, all their account information, shall be erased.
However, we might retain certain information about the commercial relationship
with the respective user, in accordance with our Privacy Policy.
14.
ASSIGNMENT
WebShopAssist
may assign these Terms and/or any and all of its rights or delegate any and all
of its obligations under these Terms without your consent. All provisions
contained in these Terms shall extend to and be binding upon you and WebShopAssist’s successors and assigns. You may not assign
these Terms or any of your rights and/or obligations under these Terms to
another person or entity.
15.
PERSONAL
DATA
Please
refer to our Privacy Policy for information on how we collect, use, store and
disclose your personal data.
If we process personal data on your behalf, WebShopAssist and Client enter into the data processing agreement available here: Data Processing Agreement
16.
COMMERCIAL
REFERENCES
The User authorize WebShopAssist to cite and use their trade name and logo, in
an appropriate manner, as a commercial reference, in particular during events,
in its commercial documents, and on the Site, in any format whatsoever.
17.
SEVERABILITY
If
any provision of these Terms shall be deemed unlawful, void or for any reason unenforceable,
then that provision shall be deemed severable from these Terms and shall not
affect the validity and enforceability of any remaining provisions.
18.
LACK
OF ENFORCEMENT
Enforcement of these Terms is solely in our discretion and our
failure to enforce any of the provisions in some instances does not constitute
a waiver of our right to enforce such provisions in other instances.
19.
INTERPRETATION
OF TERMS
The language in these Terms will be interpreted as to its fair
meaning, and not strictly for or against any party.
20.
GOVERNING
LAW AND JURISDICTION
These Terms will be governed by and construed in accordance with
the laws of Romania. Any legal action or proceeding arising under these Terms
will be brought exclusively in the courts located in Bucharest, Romania, and
the parties irrevocably consent to the personal jurisdiction and venue there.
21.
SURPRISING
TERMS
By accepting these Terms, you expressly consent and agree to the
provisions regarding limitations of liability, choice of law and jurisdiction,
unilateral termination and suspension of performance.