CommerceHQ Inc. ("CommerceHQ") provides an ecommerce platform and other Software as a Service (SaaS) subscription services as further described in these Terms and on the Website (as defined below). These Terms apply to anyone signing up to create an account either directly through the Website or through an Order Form (as defined below) in order to access and use the Services provided under these Terms ("Client").
THESE TERMS CONTAIN IMPORTANT LIMITATIONS ON REPRESENTATIONS, WARRANTIES, CONDITIONS, REMEDIES AND LIABILITIES THAT ARE APPLICABLE TO THE SERVICES SO YOU SHOULD READ IT CAREFULLY BEFORE USING THE SERVICES. BY CREATING AN ACCOUNT, REGISTERING FOR THE SERVICE THROUGH THE WEBSITE OR BY EXECUTING AN ORDER FORM THAT REFERENCES THESE TERMS, YOU AGREE TO THE TERMS HEREOF. IF YOU ARE AN INDIVIDUAL YOU REPRESENT AND WARRANT THAT ARE THE AGE OF MAJORITY IN THE COUNTRY IN WHICH YOU RESIDENT (AND SHALL NOT PROCEED IF THIS IS NOT THE CASE). IF YOU ARE AN AGENT OR EMPLOYEE OF AN ENTITY YOU REPRESENT AND WARRANT THAT (I) THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS AUTHORIZED TO ACCEPT THIS AGREEMENT ON SUCH ENTITY'S BEHALF AND TO BIND SUCH ENTITY, AND (II) SUCH ENTITY HAS FULL POWER, CORPORATE OR OTHERWISE, TO AGREE TO THESE TERMS AND PERFORM ITS OBLIGATIONS HEREUNDER. IF YOU DO NOT ACCEPT THESE TERMS, THEN DO NOT USE THE WEBSITE, ANY OF ITS CONTENT OR ANY OF THE SERVICES.
"Agreement" means these Terms and the applicable Order Form as submitted by Client and accepted by CommerceHQ pursuant to Section 2.1.
"Aggregated Client Data" means data collected by CommerceHQ for the purpose of providing the Service for Client that can no longer by linked to Client or does not identify or permit identification of a client.
"Client Content" means images, graphics, text, data, links or other creative elements supplied by Client to CommerceHQ.
"Client Data" has the meaning given to it in Section 5.2.
"CommerceHQ Technology" means the CommerceHQ proprietary technology that allows CommerceHQ to provide the Services.
"Documentation" means "how to" user guides and reference materials on the Website for the Service.
"End User" means a customer or end user of Client, or an individual who interacts with Client.
"End User Data" means any data in respect of an End User.
"Fees" means the applicable subscription fees payable by Client to CommerceHQ for the right to receive access to the Service and Support Services, all as further described on the Website and in the Documentation.
"Intellectual Property" means all rights in any invention, discovery, improvement, utility model, patent, copyright, trademark, industrial design or mask work right, and all rights of whatsoever nature in computer software and data, Confidential Information, trade secrets or know-how and all intangible rights or privileges of a nature similar to any of the foregoing, in every case in any part of the world whether or not registered, and shall include all rights in any applications and granted registrations for any of the foregoing rights;
"Order Form" means a form used by Client to subscribe for some or all of the services offered by CommerceHQ as described in that form and subject to these Terms, either through an automated process on the Website or by of an electronic form.
Pattern Data means non-personally identifiable information, data and reports derived from or compiled through the Service, including but not limited to demographics data, mobility patterns, location data and trend data such as aggregated data and statistics indicating frequency of use and popularity of the services. For greater certainty, Pattern Data is data that does not identify a specific Client or its end users and is data which does not relate to a specific Client’s business (including data relating to a specific Client’s locations that receive the Services).
Payment Account means a payment account through Stripe, PayPal or such other similar third party payment service provider with whom CommerceHQ integrate their service and as selected by you at the time of registering for the Service or as otherwise subsequently agreed with CommerceHQ.
Service means the ordered by Client either through submission of an Order Form to CommerceHQ or through the order process as may be clearly set out on the Website from time to time and which CommerceHQ have confirmed in writing that CommerceHQ agree to provide to Client, subject to these Terms;
Stores means a unique online store-front;
Term has the meaning given in Section 7.1;
Third Party Software has the meaning given in Section 2.9; and
Website means commergq.com or such other URL as indicated by CommerceHQ from time to time where information and access to the Service is available.
Restrictions on Use of the Services. Client shall not (a) use, or permit the use of, the Services for an illegal purpose, criminal offence, intellectual property infringement, harassment (including annoying or offensive transmissions), or in a manner that would cause interference with network operations; (b) resell, remarket, transfer or share the Services or receive any charge or other benefit for the use of the Services; attempt to bypass CommerceHQ’s network, or re-arrange, disconnect, remove, repair or otherwise interfere with any Services or facilities; or (c) remove any proprietary notices, labels, or marks from the CommerceHQ Technology or modify, alter, or deface any of the trademarks, servicemarks, or other intellectual property made available through the Services nor use any of the foregoing except for the specific purpose for which such intellectual property is made available to Client. Client further shall not use the Services in a manner that:
(a) Infringes or violates the intellectual property rights or any other rights of anyone else (including CommerceHQ);
(b) Violates any law or regulation, including any applicable export control laws;
(c) Is harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable;
(d) Jeopardizes the security of Client’s CommerceHQ account or anyone else’s (such as allowing someone else to log in to the Services as Client);
(e) Attempts, in any manner, to obtain the password, account, or other security information from any other user;
(f) Violates the security of any computer network, or cracks any passwords or security encryption codes;
(g) Runs any form of auto-responder or “spam” on the Services, or any processes that run or are activated while Client are not logged into the Services, or that otherwise interfere with the proper working of the Services (including by placing an unreasonable load on the Services’ infrastructure); or
(h) “Crawls,” “scrapes,” or “spiders” any page, data, or portion of or relating to the Services or Content (through use of manual or automated means).
PROPRIETARY RIGHTS, DATA TERMS AND CONFIDENTIALITY.
TERM AND TERMINATION
FEES AND PAYMENT TERMS
CHANGES TO SOFTWARE, SERVICES AND AGREEMENT
REFUNDS AND CANCELLATIONS
MERCHANT DATA PROCESSING AMENDMENT FOR GDPR
DEFINITIONS FOR GDPR
DATA PROTECTION AMENDMENT FOR GDPR
Last Updated: May 7, 2018.