Terms of Service
TERMS AND CONDITIONS
Date of Last Revision: 09/13/2016
NOTICE: THIS AGREEMENT CONTAINS TERMS THAT REQUIRE YOU TO RELEASE, INDEMNIFY AND HOLD HARMLESS SYVO, LLC AND ITS CONTENT PROVIDERS, AND THE RESPECTIVE EMPLOYEES, MANAGERS, DIRECTORS, AND/OR AGENTS OF EACH, INCLUDING BUT NOT LIMITED TO YOUR RELEASE, INDEMNIFICATION, AND HOLD HARMLESS OF SYVO’S AND CONTENT PROVIDER’S OWN NEGLIGENCE OR FAULT. SEE ALSO SECTION 2 BELOW – DISCLAIMER OF WARRANTIES; DISCLAIMER OF GUARANTEES; RELEASE, HOLD HARMLESS AND INDEMNIFICATION; LIMITATION OF LIABILITY; GOVERNING LAW; WAIVER OR RIGHT TO JURY
SYVO, LLC (hereinafter as “SYVO”) provides a collection of tools, data, resources, programming, exchange and sharing of information and data between vendors and customers and others, and functionality to manage online stores, process and facilitate orders for products and services, and sell and market products and services online (and in other electronic circumstances), and other related services and information (collectively, the ” Services”). These following Terms and Conditions (hereinafter as “Terms”), along with any amendments thereto and any operating rules and/or polices that may be updated from time to time (collectively and interchangeably as the “Agreement” and/or the “Terms”), govern any and all use, access and/or benefit of the Services and govern our relationship with customers, users, and others (referred to herein as “Customer” and/or you) who interact with SYVO and/or use the Services, as well as any of SYVO brands and products.. You agree that you have read and understand, and have the capacity and authority to accept, agree to and be bound by these Terms and Agreement. By using or accessing the Services, you agree to these Terms and Agreement, as updated from time to time in accordance with Section 1.a. below.
- Service and Terms
- The Services are provided subject to these Terms and Agreement. SYVO may make changes or modifications to this Agreement at any time, and such changes or modifications are effective immediately upon the earliest of (a) SYVO email notification to you and/or anyone using SYVO on your behalf advising you of such changes or modifications, (b) your electronic acceptance of this Agreement after such changes or modifications have been made to this Agreement as indicated by the “Date of Last Revision” date at the top of the Terms, or (c) your continued use of the Services after SYVO posts the updated Terms and/or Agreement to SYVO.com and/or following notice of the changes to our Terms and/or this Agreement. Your continued use of the Services, following any and all of the foregoing (a), (b), and/or (c) constitutes your acceptance of our amended Terms, Agreement, rules and/or policies. You expressly agree and accept that sufficient and proper notice to you of changes or amendments to our Terms and/or this Agreement includes but is not limited to a posted message anywhere on the home page of SYVO.com and/or an email message to any contact email address that you have provided to SYVO. In addition, when using particular SYVO services, Customer and SYVO will be subject to any posted guidelines or rules applicable to such Services that may be posted from time to time on SYVO.com.
- Customer will be one party to this contract. For Customers resident in the United States, SYVO, LLC will be the contracting party.
- The Services are available only to persons who can form legally binding contracts under applicable law. Without limiting the foregoing, the Services are not available to individuals under the age of 18. If you do not qualify, please do not use the Services.
- The Services provide a collection of tools and resources to manage an online store, process orders and sell products on-line, and as further described herein. In addition, the Services may include migration services relating to your use of the SYVO’s tools and resources.
- As part of the Services, Customer understands that vendors, including but not limited to those who provide various products and services to be marketed sold and/or traded by Customers (referred to herein as “Vendors” and/or “Content Providers”), provide to SYVO information, data, and graphics regarding products and services of vendors (“Vendor Information”). In turn, SYVO makes such Vendor Information to the Customer as part of the Services. In using the Services, Customer refers to and uses Vendor Information related to potential and/or actual sales to Customer’s customer, who are considering and/or making a purchases, through Customer, of products or services of the Vendor. Customer understands and agrees that SYVO in no way guarantees the accuracy, validity, or status of Vendor Information, and that SYVO does not and/or cannot verify or warrant the accuracy, validity or status of Vendor Information. Customer agrees and understands that the Services are often reliant and dependent on the Vendor providing accurate and up-to-date Vendor Information, and that if Vendor were to provide inaccurate or false or untimely Vendor Information, that such could result in lost profits, loss of sales, consequential damages, business disruptions, and/other damages, for which SYVO is not at fault and that Customer has agreed to release, hold harmless and indemnify SYVO for any and all claims regarding the Services, including but not limited to Vendor Information, even for SYVOs own negligence. Customer uses and relies on Vendor Information at Customer’s own risk. SEE SECTION 2 REGARDING FURTHER INFORMATION ON CUSTOMER’S RELEASE, HOLD HARMLESS AND INDEMNIFICATION OF SYVO.
- Customer must complete a discovery form and design checklist in order to use the Services. Customer will provide true, accurate, current, and complete information about Customer as requested in the registration form, and will update the information to keep it current. As part of the registration process, Customer will identify an email address and password for Customer’s SYVO account. Customer is responsible for maintaining the email address provide as current, accessible by Customer and accurate. Customer is responsible for maintaining the security of Customer’s account, passwords, and files, and for all uses of Customer’s account and of the Services in Customer’s name. SYVO reserves the right to refuse registration of, or cancel, accounts it deems inappropriate.
- SYVO acknowledges that SYVO is responsible for the security of credit cardholder data to the extent that SYVO has control of that data, subject to the release, indemnity and hold harmless provisions herein under Section 2 below. To that end, SYVO undertakes regular assessments consistent with the Payment Card Industry Data Security Standards. Customer acknowledges that Customer is responsible for determining the PCI DSS merchant requirements applicable to the Customer and Customer’s unique use of the SYVO platform and tools.
- DISCLAIMER OF WARRANTIES; DISLCAIMER OF GUARANTEES; RELEASE, HOLD HARMLESS AND INDEMNIFICATION; LIMITATION OF LIABILITY; GOVERNING LAW; WAIVER OF RIGHT TO JURY
- WARRANTY DISCLAIMER. SYVO TRIES TO KEEP ITS SERVICES UP AND FUNCTIONING PROPERLY, AND SAFE, BUT YOU USE IT AT YOUR OWN RISK. CUSTOMER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT ITS USE OF THIS WEBSITE, THE SERVICES FOUND AT THIS WEBSITE, ANY AND ALL SERVICES, WILL BE AT ITS OWN RISK AND THAT THIS WEBSITE AND THE SERVICES FOUND AT THIS WEBSITE ARE PROVIDED “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS”. SYVO, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, CONDITIONS, REPRESENTATIONS, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES, CONDITIONS AND REPRESENTATIONS OF TITLE, MERCHANT-ABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. SYVO, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS MAKE NO WARRANTIES, CONDITIONS OR REPRESENTATIONS ABOUT (A) THE ABILITY OF THE SERVICES OR SOFTWARE TO PERFORM WITHOUT LIMITATION OR RESTRICTION IN ANY GIVEN ENVIRONMENT, (B) THE ACCURACY, COMPLETENESS, OR CONTENT OF THIS WEBSITE OR THE SERVICES OR SOFTWARE, (C) THE ACCURACY, COMPLETENESS, OR CONTENT OF ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS WEBSITE, AND/OR (D)) THE SERVICES FOUND AT THIS WEBSITE OR ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS WEBSITE, AND SYVO ASSUMES NO LIABILITY OR RESPONSIBILITY FOR THE SAME OR FOR ANY SERVICE.
IN ADDITION, CUSTOMER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT NO ORAL OR WRITTEN INFORMATION OR ADVICE PROVIDED BY SYVO, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS (INCLUDING WITHOUT LIMITATION ITS CALL CENTER OR CUSTOMER SERVICE REPRESENTATIVES), WHETHER DIRECTLY OR INDIRECTLY, WILL (A) CONSTITUTE PERSONAL, LEGAL OR FINANCIAL ADVICE OR (B) CREATE A WARRANTY, CONDITION OR REPRESENTATION OF ANY KIND WITH RESPECT TO THIS WEBSITE OR THE SERVICES FOUND AT THIS WEBSITE OR THE SERVICES. CUSTOMER SHOULD NOT RELY ON ANY SUCH INFORMATION OR ADVICE, AND CUSTOMER SHOULD CONSULT AN APPROPRIATE PROFESSIONAL FOR SPECIFIC ADVICE TAILORED TO ITS SITUATION.
THE FOREGOING DISCLAIMER OF REPRESENTATIONS, CONDITIONS AND WARRANTIES WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW, AND WILL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT OR CUSTOMER’S USE OF THIS WEBSITE OR THE SERVICES FOUND AT THIS WEBSITE OR THE SERVICES.
SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION AND/OR LIMITATION OF IMPLIED REPRESENTATIONS, CONDITIONS OR WARRANTIES, OR ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO CUSTOMER. IN SUCH EVENT, SYVO’S WARRANTIES, CONDITIONS AND REPRESENTATIONS WITH RESPECT TO THIS WEBSITE, THE SERVICES, AND SOFTWARE WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW IN SUCH JURISDICTION.
- NO GUARANTEES. SYVO AND ITS CONTENT PROVIDERS DO NOT GUARANTEE THAT SYVO’S SERVICES WILL ALWAYS BE SAFE, SECURE OR ERROR FREE OR THAT ITS SERVICES WILL ALWAYS FUNCTION WITHOUT DISRUPTIONS, DELAYS OR IMPERFECTIONS. SYVO AND ITS CONTENT PROVIDERS ARE NOT RESPONSIBLE FOR THE ACTIONS, CONTENT, INFORMATION, OR DATA OF THIRD PARTIES.
- RELEASE, HOLD HARMLESS AND INDEMNITIFCATION. CUSTOMER AGREES TO RELEASE SYVO AND ITS CONTENT PROVIDERS, AND THE RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS OF EACH, FROM ANY AND ALL CLAIMS, LOSSES, DAMAGES, LIABILITIES, SETTLEMENTS, COSTS, OR EXPENSES (INCLUDING BUT NOT LIMITED TO COSTS AND REASONABLE ATTORNEYS’ FEES AND COURT COSTS), KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH CUSTOMER’S BREACH OF ANY OF THESE TERMS OR THE AGREEMENT, ANY AND ALL CLAIMS YOU HAVE AGAINST ANY SUCH THIRD PARTIES, AND/OR USE BY CUSTOMER OR ANY THIRD PARTY (AUTHORIZED, PERMITTED OR ENABLED BY CUSTOMER) OF THE SERVICES. FURTHUR, YOU AGREE TO RELEASE, INDEMNIFY AND HOLD HARMLESS SYVO AND ITS CONTENT PROVIDERS, AND THE RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS OF EACH, FROM ANY AND ALL CLAIMS, LOSSES, DAMAGES, LIABILITIES, SETTLEMENTS, COSTS, OR EXPENSES (INCLUDING BUT NOT LIMITED TO COSTS AND REASONABLE ATTORNEYS’ FEES AND COURT COSTS), KNOWN AND UNKNOWN, ARISING OUT OF OR RELATED TO THE SERVICES, THIS AGREEMENT, OR ANY VIOLATION OF THIS AGREEMENT, INCLUDING ANY CLAIM, ALLEGATION OR ACTION FOR SYVO’S OR ITS CONTENT PROVIDER’S OWN NEGLIGENCE, OR THE NEGLIGENCE OF SYVO’S OR ITS CONTENT PROVIDER’S DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS, EXCEPT TO THE EXTENT THE FOREGOING DIRECTLY RESULT FROM SYVO’S OR ITS CONTENT PROVIDER’S OWN WILLFUL MISCONDUCT. YOU EXPRESSLY WAIVE ANY LAW OR ARGUMENT THAT THIS RELEASE DOES NOT EXTEND TO CLAIMS WHICH YOU DID NOT KNOW OR SUSPECT TO EXIST IN YOUR FAVOR AT THE TIME OF EXECUTING THIS RELEASE, WHICH IF KNOWN BY YOU MUST HAVE MATERIALLY AFFECTED YOUR AGREEMENT TO THIS RELEASE AND OTHER TERMS. SYVO RESERVES THE RIGHT, AT ITS OWN EXPENSE, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY CUSTOMER. THIS FOREGOING INDEMNIFICATION WILL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT OR CUSTOMER’S USE OF THE SERVICES OR THIS WEBSITE OR THE SERVICES FOUND AT THIS WEBSITE.
- LIMITATION OF LIABILITY. SYVO, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS ASSUME NO RESPONSIBILITY WITH RESPECT TO CUSTOMER’S OR ITS END USER’S USE OF THE SERVICES AND WILL NOT BE LIABLE FOR LOST PROFITS, CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXTRAORDINARY, EXEMPLARY OR SPECIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF USE, BUSINESS INTERRUPTIONS, LOSS OF DATA, LOSS OF PROFITS, AND LOST REVENUE, WHETHER SUCH DAMAGES ARE ALLEGED IN TORT, CONTRACT OR ANY OTHER LEGAL OR EQUITABLE THEORY, AND WHETHER OR NOT SYVO IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES. SYVO, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS WILL IN NO EVENT BE LIABLE IN EXCESS OF ONE HUNDRED US DOLLARS ($100) OR IN AGGREGATE FOR MORE THAN THE TOTAL FEES ACTUALLY RECEIVED BY SYVO FROM CUSTOMER FOR THE SERVICES DURING THE 12-MONTH PERIOD BEFORE THE CLAIM OR CAUSE OF ACTION AROSE. MULTIPLE CLAIMS AND/OR EVENTS WILL NOT EXPAND THIS LIMITATION.
IN ADDITION, YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THIS WEBSITE OR THE SERVICES FOUND AT THIS WEBSITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE SUCH CAUSE OF ACTION WILL BE PERMANENTLY BARRED.
SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF CONSEQUENTIAL, INCIDENTAL, SPECIAL OR OTHER DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO CUSTOMER. IN SUCH EVENT, THE LIABILITY OF SYVO, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS FOR SUCH DAMAGES WITH RESPECT TO THIS WEBSITE AND THE SERVICES WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW, AND WILL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT OR CUSTOMER’S USE OF THIS WEBSITE OR THE SERVICES FOUND AT THIS WEBSITE.
- Governing Law; Jurisdiction. If you are a resident of the United States, the laws of the State of Texas will govern the validity and construction of this Agreement and any dispute arising out of or relating to this Agreement, without regard to the principles of conflict of laws. Customer hereby consents (and waives all defenses of lack of personal jurisdiction and forum non conveniens with respect) to the jurisdiction and venue of the federal and state courts located in Travis County, Texas (USA). If you are not a resident of the United States, the laws of Australia will govern the validity and construction of these Terms and Agreement and any dispute arising out of or relating to these Terms and Agreement, without regard to the principles of conflict of laws. CUSTOMER AGREES TO WAIVE THE RIGHT TO TRIAL BY JURY IN ANY ACTION OR PRECEDING THAT TAKES PLACE RELATING TO OR ARISING OUT OF THIS AGREEMENT OR SERVICES. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms and Agreement and is hereby expressly excluded.
- Restrictions and Responsibilities
- This is an Agreement for Services, and Customer is not granted a license to any software by this Agreement. Customer will not, directly or indirectly: reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of or included in the Services or any related software, documentation or data related to the Services (”Software”); modify, translate or create derivative works based on the Services or any Software; or copy (except for archival purposes), distribute, pledge, assign or otherwise transfer or encumber rights to the Services or any Software; use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party; or remove any proprietary notices or labels.
- For every email message sent in connection with the Services, Customer acknowledges and agrees that the recipient has agreed to receive such communication and that Customer will not engage in the act of sending unsolicited emails.
- In using the varied features of the Services, Customer may provide information (such as name, contact information, or other registration information) to SYVO. SYVO may use this information and any technical information about Customer’s use of this website to tailor its presentations to Customer, facilitate Customer’s movement through this website, or communicate separately with Customer. SYVO will not provide information to companies Customer has not authorized, and SYVO will not authorize the companies that get such information to sell and redistribute it without Customer’s prior consent.
- Customer acknowledges and agrees that: (a) the Services including without limitation, any modifications, enhancements and updates, and any originals and copies thereof, in whole or in part, and all intellectual property rights therein (collectively, ”Proprietary Information”) are owned by SYVO and/or its third party sponsors, partners, and other co-branders (collectively, ”Content Providers”), (b) the Proprietary Information contains valuable copyrighted and/or trademarked material and is protected by U.S. and international copyright and other intellectual property laws, (c) the Proprietary Information is licensed, rather than sold, to Customer pursuant to these Terms and the Agreement, and (d) Customer has no rights in the Proprietary Information, other than the limited rights and licenses granted to Customer herein.
- SYVO Trademarks. “SYVO” and our logos (both words and design) either are trademarks, service marks, or registered trademarks of SYVO or its Content Providers, and may not be copied, imitated or used, in whole or in part without SYVO’s prior express written consent or that of our Content Providers. In addition, all page headers, custom graphics, design and user interface elements, and scripts are service marks, trademarks, and/or trade dress of SYVO and may not be copied, imitated, or used, in whole or in part without our prior written permission, which consent may be withheld in our sole discretion. All other marks or logos not owned by SYVO are the property of their respective owners.
- Reservation of Rights. Except for the limited rights expressly granted to Customer pursuant to these Services, Customer acknowledges that it has no right, title or interest in or to this website, the Services or Proprietary Information. All rights not expressly granted by SYVO in these Terms and Agreement are hereby reserved by SYVO. There are no implied rights.
- Term and Termination
- Customer may terminate this Agreement at any time. See Section 7 below (Fees and Payment; Upgrade, Downgrade and Cancellation of Services) for more information regarding termination of this Agreement or related Services.
- SYVO may terminate this Agreement or the Services at any time with or without cause, and with or without notice. SYVO will have no liability to Customer or any third party because of such termination.
- Upon termination or expiration of this Agreement by either party for any reason, (a) SYVO will cease providing the Services, (b) you will not be entitled to any refunds of any usage fees or any other fees, pro rata or otherwise and (c) any outstanding balance owed to SYVO for your usage of the Services through the effective date of such termination or expiration will immediately become due and payable in full. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, warranty disclaimers, limitations of liability, releases, hold harmless, and indemnity provisions as applied to SYVO and its content providers.
- Upon termination or expiration of this Agreement by either party for any reason, SYVO may delete any Customer archived data within 30 days after the date of termination.
- Disputes Regarding Account or Site Ownership
- The entity or person creating an SYVO account and designated as the owner will be deemed the account owner. For security reasons, only the account owner or the point of contact designated by the account owner will be allowed to make changes, cancellations, or designate a new point of contact. Disputes sometimes arise between or among multiple persons claiming ownership of or rights in a site, store or account. SYVO is not obligated to, and will not, resolve any such disputes.
- If multiple persons of which SYVO has been notified in writing are claiming ownership of or rights in a site, store or account, and, in SYVO’s sole judgment, there is uncertainty as to the ownership of or rights in such site, store or account, then SYVO will, to the extent of its knowledge and ability, notify such persons of the dispute and demand that such persons promptly, conclusively, and finally resolve the dispute in a manner which makes clear who the owner(s) and/or interest holder(s) is/are and in a manner which relieves SYVO of all liability and obligations concerning the dispute and such site, store or account. If the disputing persons fail to resolve the dispute within what SYVO, in its sole judgment, deems to be a reasonable time or in a reasonable manner or reasonable conclusion, then SYVO, at its sole option and without any obligation to do so, may suspend or terminate the account until such persons resolve such dispute and reach certainty regarding ownership of or rights in such website, store and/or account. The person or persons conclusively and finally determined by court order, binding arbitration or settlement agreement to be the rightful owner(s) or interest holder(s) of such website, store and/or account agrees to be bound by these Terms and Agreement will be obligated to pay all amounts due and comply with the then current SYVO policy regarding transfers of accounts, if required, to transfer ownership of the site, store and/or account to the rightful owner. Failure of the rightful owner of such site, store and/or account to timely pay in full all of such amounts will be deemed a breach of these Terms and Agreement and will subject the account to immediate termination.
- Customer’s Name and Trademarks; Customer Feedback; Customer Submissions
- Name and Trademarks. Customer hereby grants SYVO a non-exclusive right and license to use Customer’s name and such of Customer’s trade names, trademarks, service marks and logos (“Customer’s Marks”) as are used by Customer on Customer’s hosted sites in connection with this Agreement, and images and publicly-facing information about Customer on Customer’s hosted sites including, but not limited to, screenshots of Customer’s hosted sites and associated photographs appearing on Customer’s hosted sites (“Customer Public Information and Images”): (a) on SYVO’s own websites describing and promoting SYVO’s Services, (b) in printed and online advertising, publicity, directories, newsletters and updates describing and promoting SYVO’s Services, and (c) in applications reasonably necessary and ancillary to the foregoing. Customer (i) represents and warrants to SYVO that Customer has all necessary rights to grant SYVO the foregoing rights, and (ii) agrees that neither Customer nor anyone else will be entitled to any compensation for SYVO’s exercise of the foregoing rights.
- Customer Voluntary Suggestions. Some of the features of this website or the Services found at this website may allow Customer to view, post, publish, share, store, or manage (a) ideas, opinions, recommendations, feedback or advice (”Customer Feedback”), or (b) literary, artistic or other content, including but not limited to photos and videos (”Customer Submissions”) (Customer Feedback together with Customer Submissions, “Customer Voluntary Suggestions”). By providing Customer Voluntary Suggestions to SYVO via any method (e.g. site submission, email, survey responses, etc.), Customer represents and warrants to SYVO that (i) Customer has all necessary rights to distribute Customer Voluntary Suggestions via this website or via the Services found at this website, either because Customer is the author of the Customer Voluntary Suggestions and has the right to distribute the same, or because Customer has the appropriate distribution rights, licenses and/or permissions to use, in writing, from the copyright or other owner of the Customer Voluntary Suggestions, and (ii) Customer does not violate the rights of any third party by providing the Customer Voluntary Suggestions.
- License to SYVO. SYVO will have the right to use and disclose any Customer Voluntary Suggestions posted to SYVO’s corporate websites or submitted directly to SYVO for any lawful purpose. In no event will Customer or anyone else be entitled to any compensation or acknowledgement for SYVO’s use of any Customer Voluntary Suggestions. Customer’s provision of Customer Voluntary Suggestions is entirely voluntary and will not create any confidentiality obligation for SYVO. By submitting Customer Voluntary Suggestions, Customer hereby grants SYVO an irrevocable, perpetual, transferable, non-exclusive, fully-paid-up, royalty-free, worldwide license (sub-licensable through multiple tiers) to: (a) use, copy, distribute, reproduce, modify, create derivative works of, adapt, publish, translate, publicly perform, and publicly display Customer Voluntary Suggestions (or any modification thereto), in whole or in part, in any format, medium or application now known or later developed, and (b) use (and permit others to use) Customer Voluntary Suggestions in any manner and for any purpose (including, but not limited to, commercial purposes) that SYVO deems appropriate in its sole discretion (including, but not limited to, to incorporating Customer Voluntary Suggestions (or any modification thereto), in whole or in part, into any technology, product or service. The provisions in this Section apply specifically to SYVO’s use of Customer Voluntary Suggestions posted to SYVO’s corporate websites or submitted directly to SYVO, and not to Customer’s hosted sites. Customer will be solely responsible for any and all of the Customer Voluntary Suggestions that are submitted through Customer’s account, and the consequences of, and requirements for, distributing it.
- Export of Services or Technical Data
Customer may not remove or export from Australia or the United States or allow the export or re-export of the Services, or any direct product thereof, including technical data, in violation of any restrictions, laws, or regulations of Australia, the United States or any other applicable country.
- Fees and Payment; Upgrade, Downgrade and Cancellation of Services
- In consideration of the Services provided, Customer will pay SYVO all fees due according to the prices and terms listed on this website. SYVO reserves the right to modify its pricing and terms at any time, and such changes or modifications will be posted on this website and effective immediately upon the next renewal, billing period, upgrade or downgrade of the Services with and/or without notice to Customer. All payments are NON-REFUNDABLE.
- All fees are exclusive of all federal, state, and/or other governmental sales, goods and services, value-added, harmonized or other taxes, fees or charges. Customer shall be responsible for all sales, goods and services, value-added, harmonized or other taxes, fees or charges.
- Billing Policies and Cycles. All billing invoices and payment notifications will be maintained directly in Customer’s Account Portal. The billing cycle begins on the day Customer converts to a paid store (the “Billing Date”) and is due on that day each month, partial year or year thereafter, depending on the Service plan selected and billing terms for individual Services. Billing related to the purchase of SSLs or Domains are billed once these products/services have been purchased by Customer.
- A valid credit card or ACH authorization form is required for accounts to process payment. SYVO will automatically charge Customers billing information on file on a monthly basis until Customer validly terminates the Services. Fees for prepaid Services are based on Services purchased, regardless of actual usage and payments made for such Services are NON-REFUNDABLE. SYVO DOES NOT PROVIDE REFUNDS OR CREDITS FOR ANY PARTIAL DAYS, MONTHS OR YEARS AND DOES NOT PROVIDE REFUNDS TO CUSTOMERS WHO DO NOT USE THEIR ACCOUNTS OR LOG IN.
- Unpaid Accounts. Unpaid amounts are subject to a late payment charge of 1.5% per month, or the maximum legal rate allowed by law, whichever is less. If payment is not received within 30 calendar days of the billing date, SYVO will automatically revoke access to Customer’s account. SYVO may or may not contact Customer directly to notify Customer of its unpaid account. Accounts past due over 90 days will automatically be deactivated.
- Disputed Charges/Billing Inquiries. It is Customer’s obligation to review all charges for accuracy. Customer has 30 days from the date of billing to contact SYVO and/or dispute the charge. Failure to do so within the specified time frame will constitute Customer’s agreement that all charges are valid and Customer thereby waives any claims it may have had regarding such charge.
- Should Customer elect to upgrade its prepaid Services or if such Services are automatically upgraded pursuant to the last sentence of this Section 7.7, the Billing Date of the next renewal period will remain the same; however, Customer will be billed immediately for the pro-rata portion of the upgraded Services fee for the remainder of the current billing period. For example, if a month-to-month customer is billed on October 9th for monthly prepaid Services from October 9th to November 8th, and such Customer’s account is upgraded effective on October 30th, then such Customer will be charged immediately for the pro-rata usage of the upgraded plan from October 30th to November 8th. On November 9th such Customer will be charged for the full monthly fee amount of the upgraded plan.
- Should Customer elect to downgrade its prepaid Services, the downgrade will take effect on the commencement of the next renewal period. In other words, SYVO DOES NOT provide credits or refunds on downgrades that are effective during the applicable billing period (whether such period is a month, quarter or year). For example, if a month-to-month customer is billed on October 9th for prepaid Services from October 9th to November 8th and such customer downgrades the prepaid Services effective on October 30th, then the downgrade will take effect on the next billing date, i.e. November 9th.
- SYVO Services will continue in effect until Customer validly terminates the Services.
Customer must notify SYVO in writing of its intent to terminate prepaid Services at least 5 calendar days before the billing renewal date. If notice is not received before such date, such Services will automatically renew for the subsequent renewal period. For example, if a month-to-month customer is billed on October 9th for monthly prepaid Services from October 9th to November 8th and such customer provides a valid notice to terminate its account on November 6th, Customer will automatically be charged for prepaid Services from November 9th to December 8th and the prepaid Services will terminate on December 8th. If the same customer provides notice to terminate its account on November 4th, then the account will terminate on November 8th and such customer will not be charged for any further prepaid Services on such account.
- Prohibited Practices
- Prohibited Offerings. Customer may not utilize the Services to provide, sell or offer to sell the following: replicas; controlled substances; illegal drugs and drug contraband; weapons; pirated materials; instructions on making, assembling or obtaining illegal goods or weapons to attack others; information used to violate the copyright(s) of, violate the trademark(s) of or to destroy others’ intellectual property or information; information used to illegally harm any people or animals; pornography, nudity, sexual products, programs or services; escort services or other content deemed adult related.
- Profanity, profane or otherwise inappropriate subject matter in the site content and in the domain name are prohibited.
- Private Information and Images. Customers may not post or disclose any personal or private information about or images of children, minors, or any third party without the consent of such party (or a parent’s consent in the case of a minor).
- Customers may not collect content or information, or otherwise use the Services, using automated means (such as harvesting bots, robots, spiders, or scrapers) without prior written permission of SYVO.
- Customers may not solicit login information or access an account belonging to someone else.
- Customers will not bully, intimidate or harass any user, Customers or others.
- Customers will not post content that is hate speech, or threatening; incites violence; or contains graphic or gratuitous violence.
- Customers will not develop or operate a third-party application containing alcohol-related, dating or other mature content (including advertisements) without appropriate age-based restrictions.
- Customers will not use the Services to do anything unlawful, misleading, malicious or discriminatory.
- Customers will not facilitate or encourage any violations of this Agreement.
- Violations of Intellectual Property Rights. Any violation of any person’s or entity’s intellectual property rights, rights of privacy, rights of publicity or other personal rights is prohibited. SYVO may remove or block access to content appearing on or through the Services upon receipt of proper notice of copyright infringement. (See “Reporting Claims of Copyright Infringement” below.)
- Misrepresentation of Transmission Information. Forging, misrepresenting, omitting, or deleting message headers, return mailing information and/or Internet protocol addresses to conceal or misidentify the origin of a message is prohibited.
- Viruses and Other Destructive Activities. Use of the Services for creating or sending Internet viruses, worms or Trojan horses, or for pinging, flooding or mail bombing, or engaging in denial of service attacks is prohibited. It is also prohibited for Customer to engage in other activity that is intended to disrupt or interfere with, or that results in the disruption of or interference with, the ability of others to effectively use the Services (or any connected network, system, service or equipment) or conduct their business over the Internet.
- “Hacking” and related activities are prohibited. “Hacking” includes, but is not limited to, the following activities: illegally or without authorization, accessing computers, accounts or networks, penetrating or attempting to penetrate security measures, port scans, stealth scans, and other activities designed to assist in hacking.
- Anonymous Proxies. SYVO does not allow the use of anonymous proxy scripts on its servers. They can be very abusive to the server resources, affecting all users on that server. Customer will not access or copy any portion of the Services through any automated viewing, downloading or crawling systems.
- Export Control Violations. The exportation of encryption software outside of Australia or the United States and/or violations of Australian or United States law relating to the exportation of software is prohibited. Customer may not export or transfer, directly or indirectly, any regulated product or information to anyone outside Australia or the United States without complying with all applicable statues, codes, ordinances, regulations, and rules imposed by Australian and United States federal, state or local law, or by any other applicable law.
- Child Pornography. The use of the Services to store, post, display, transmit, sell, advertise or otherwise make available child pornography is prohibited. SYVO is required by law to, and will, notify law enforcement agencies when it becomes aware of the presence of child pornography on, or being transmitted through, the Services.
- Other Illegal Activities. The use of the Services to engage in any activity that is determined by SYVO, in its sole and absolute discretion, to be illegal is prohibited. Such illegal activities include, but are not limited to, storing, posting, displaying, transmitting, selling or otherwise making available ponzi or pyramid schemes, fraudulently charging credit cards or displaying credit card information of third parties without their consent, and failure to comply with applicable online privacy laws. SYVO will cooperate fully with appropriate law enforcement agencies in connection with any and all illegal activities occurring on or through the Services.
- Privacy and Common Decency. Any other activities which, in the sole discretion of SYVO, infringes or offends the privacy others or offends the standards of common decency are prohibited.
- Other Activities. This list of prohibitions provides examples of prohibited conduct, and is not intended to be a complete or exclusive list of all prohibitions. Engaging in any activity that, in SYVO’s sole and absolute discretion, disrupts, interferes with or is harmful to (or threatens to disrupt, interfere with, or be harmful to) the Services, SYVO’s business, operations, reputation, goodwill, customers and/or customer relations, or the ability of SYVO’s customers to effectively use the Services is prohibited. Such prohibited activities include making available any program, product or service that is designed to or could be used to violate these Terms and Agreement. In addition, the failure of Customer to cooperate with SYVO in correcting or preventing violations of these Terms by, or that result from the activity of, a customer, patron, subscriber, invitee, visitor, or guest of Customer constitutes a violation of these Terms by Customer. Without limiting the rights and remedies available to it, SYVO reserves the right in its sole discretion, to suspend or terminate Customer’s access to its account and the Services, with or without notice, and to take any other action that SYVO determines in its sole discretion is necessary as a result of any behavior by Customer that is illegal, inappropriate, disruptive to this website, the Services, or to any other user of this website or the Services, or which otherwise breaches these Terms. SYVO may report to law enforcement authorities any actions that may be illegal (whether or not such action are ultimately found to be illegal), and any reports it receives of such conduct. When legally required, or otherwise in SYVO’s sole discretion, SYVO will cooperate with law enforcement agencies in any investigation of alleged illegal activity conducted using this website or the Services. These prohibitions do not require SYVO to monitor, police, remove or reject any content, information, graphics, photographs or links on Customer’s hosted sites or any Customer Voluntary Suggestions or other information submitted by Customer or any other user.
- Backup Storage
SYVO offers its Services to host ecommerce websites, not to store data. Using an account as an online storage space for archiving electronic files is prohibited and will result in termination of Services without prior notice. For its own operational efficiencies and purposes, SYVO from time to time backs up data on its servers, but is under no obligation or duty to Customer to do so under these Terms. IT IS SOLELY CUSTOMER’S DUTY AND RESPONSIBILITY TO SEPARATELY BACKUP CUSTOMER’S FILES AND DATA WHICH MAY RESIDE ON SYVO SERVERS. UNDER NO CIRCUMSTANCES WILL SYVO BE LIABLE TO ANYONE FOR DAMAGES OF ANY KIND UNDER ANY LEGAL THEORY FOR LOSS OF CUSTOMER’S FILES AND/OR DATA ON ANY SYVO SERVER.
- Copyright Infringement
- Reporting Claims of Copyright Infringement. SYVO will respond to notices of copyright infringement that comply with applicable law. If a copyright holder believes that there has been a violation of his/her copyright on a site that is hosted by SYVO or an SYVO subsidiary, the copyright holder may request that SYVO remove or disable the material by submitting written notification to our Copyright Agent (designated below). In accordance with the Digital Millennium Copyright Act (” DMCA”), the written notice must include substantially the following:
- A signature (physical or electronic) of a person authorized to act on the copyright owner’s behalf.
- Identification of the copyrighted work that is claimed to have been infringed, or, if the claim involves multiple copyrighted works, a representative list of such works.
iii. Identification of the material that is claimed to be infringing, with information sufficient to permit us to locate the material.
- Contact information for the person giving the notification, including name, address, telephone, and email address.
- A statement that the person giving the notification has a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law.
- A statement that the information in the notification is accurate, and under penalty of perjury, that the person giving the notification is authorized to act on behalf of the copyright owner.
vii. Our Copyright Agent is ____________________.
Please be aware that if you knowingly make a material misrepresentation that material or activity is infringing your copyright, you may be held liable for damages under the DMCA.
- Copyright Counter-Notifications. If Customer believes that it has had material removed or disabled by mistake or misidentification, Customer may file a counter-notification with SYVO by submitting written notification to our Copyright Agent (identified above). Pursuant to the DMCA, the Counter-Notice must contain substantially all the following:
- A signature (physical or electronic) of the person submitting the counter-notification.
- Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access disabled.
iii. Contact information for the person submitting the counter-notification, including name, address, telephone, and email address.
- A statement under penalty of perjury by the person submitting the counter-notification that he/she has a good faith belief that the material was removed or disabled as a result of a mistake or misidentification.
- A statement by the person submitting the counter-notification that Customer will consent to the jurisdiction of the Federal District Court for the judicial district in which it is located (or if Customer resides outside the United States for any judicial district in which Customer’s website may be found) and that Customer will accept service from the person (or an agent of that person) who submitted the DMCA notice at issue.
The DMCA allows SYVO to restore the removed content if the party filing the original DMCA Notice does not file a court action against Customer within ten business days of receiving the copy of Customer’s Counter-Notice.
Please be aware that if you knowingly make a material misrepresentation that material or activity was removed or disabled by mistake or misidentification, you may be held liable for damages under the DMCA and/or applicable federal and/or state laws including but not limited to contempt of court and default judgment against you.
- Repeat Infringers. It is SYVO’s policy in appropriate circumstances to disable and/or terminate the accounts of Customers who repeatedly infringe copyrights.
- If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
- No Assignment by Customer. Customer may not assign this Agreement without the prior written consent of SYVO, which SYVO may refuse in its sole discretion. Any attempt by Customer to assign this Agreement without prior written consent from SYVO will be deemed null and void. SYVO may assign this Agreement at any time. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.
- The failure of SYVO to exercise or enforce any right or provision of these Terms or this Agreement will not constitute a waiver of such right or provision or any other right or provision.
- Any waiver of this Agreement must be in writing and signed and notarized by SYVO.
- Customer will not transfer any of its rights or obligations under this Agreement to anyone else without SYVO’s written consent.
- Entire Agreement. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications, and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. The section headings and titles in these Terms and this Agreement are for convenience only and have no legal or contractual effect. These Terms and this Agreement will be interpreted without application of any strict construction in favor of or against Customer or SYVO.
- Independent Contractors. No agency, partnership, joint venture or employment is created as a result of this Agreement, and Customer does not have any authority of any kind to bind SYVO in any respect whatsoever.
- Attorneys’ Fees. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover its costs and attorneys’ fees, subject to the limitation of liability, release and indemnification provision herein. See Section 2 above.
- Force Majeure. SYVO will have no liability to Customer or any third party for any failure by SYVO to perform its obligations under these Terms and Agreement in the event that such non-performance arises as a result of the occurrence of an event beyond the reasonable control of SYVO, including without limitation an act of war or terrorism, natural disaster, failure of electricity supply, riot, civil disorder, or civil commotion or other event of force majeure.
- Additional Service Specific Terms
- In addition to the Terms above and this Agreement, Customer also agrees to be bound by the additional service specific terms applicable to the Services Customer purchases or uses provided by SYVO or its partners. The following Service Specific Terms are hereby incorporated by reference and are binding upon Customer.
- SYVO MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THIRD PARTY SOFTWARE, PRODUCTS OR SERVICES AND WILL NOT BE LIABLE FOR ANY SOFTWARE, PRODUCTS OR SERVICES CUSTOMER RECEIVES FROM THIRD PARTIES. SEE ALSO LIMITATIONS OF LIABILITIES, RELEASE, INDEMNITY AND OTHEHR PROVISIONS IN SECTION 2 ABOVE.
- SYVO Theme Marketplace
- Except as otherwise expressly provided at checkout when licensing a Design Theme, refunds will not be issued to Customers for Design Themes once they are purchased.
- All Design Themes are licensed to customers on a non-exclusive basis and can be reproduced and redistributed an unlimited number of times by SYVO. All references to Design Themes in these Terms include any styles associated with the licensed Design Theme.
- SYVO grants to Customer, for so long as Customer continues to subscribe and pay for the Services, a nonexclusive license to modify, make derivative works of and use, each licensed Design Theme solely in conjunction with the SYVO platform and the Services. For clarity, the foregoing license only allows Customer to use each licensed Design Theme for a single SYVO store/website per license purchased. If Customer desires to use a Design Theme for more than one SYVO store owned or operated by Customer, a new Design Theme license must be purchased for each such store using the Design Theme. Design Themes may only be used by a Customer and may not be transferred by Customer to any unaffiliated third party without the prior written consent of SYVO. For clarity, Customer may not license, sublicense, assign, transfer, redistribute or sell any Design Themes or derivative works thereof to any other parties. Design Themes are the exclusive property of SYVO or our design partner, and all right, title and interest in each Design Theme shall remain exclusively with SYVO or the applicable design partner.
- If Customer licenses a Design Theme for its website, SYVO may provide your personal information to our design partner to facilitate the design partner’s provision and/or offer of support/services and/or products to the Customer. Technical support for a Design Theme is the responsibility of the designer partner, and SYVO does not accept any responsibility to provide such support.
- If Customer customizes a Design Theme via any tool other than Theme Editor or with Style Editor, neither SYVO nor its design partners are obligated to support that Design Theme.
- It is the responsibility of Customer, and not SYVO, to ensure that the installation of a new Design Theme does not overwrite or damage the current or preexisting theme, or UI, of Customer.
- Migration and Onboarding Services
- SYVO offers migration services (“Migration Services”) to Customers purchasing select Service plans as described on our website for an additional fee. SYVO supports most standard shopping cart database schemes by default. Our Migration Services do not guarantee proper migration of the custom data, fields or information handled by third-party modules and/or contributions.
- We recommend that data is migrated into a store which is not live (visible to the public and/or transacting). If for any reason you require Migration Services to transfer data into a live store we recommend that your store is placed in “maintenance mode” during the data transfer as importing large amounts of data can disrupt business flow within a live store site.
- Our onboarding services (“Onboarding Services”) include configuration of basic SYVO store settings and is available to Customers purchasing select Service plans as described on our website or for an additional fee.
- Unless included in a select Service plan, Migration Services and Onboarding Services are Services for which we charge a one-time, upfront fee. All such Services are non-refundable, except solely at the discretion of SYVO in the case of a major technical issue that is exclusively the fault of SYVO and that SYVO is unable to resolve within 30 days of receipt of written notification from you.