Commerce Hero Terms of Use

Last Modified: May 30, 2017

Acceptance of the Terms of Use

These terms of use are entered into by and between You and MageMojo LLC [d/b/a Commerce Hero] and its affiliates, successors and assigns (“MageMojo” “Commerce Hero” or “Company” or “we” or “us”).  Commerce Hero is the owner and operator of the website available at https://commercehero.io/ (“Website”), and the platform, features, data, information, tools, updates, code, software, [mobile applications (“App” or “Apps”)], e-mail notifications, newsletters, blog posts, products, or any other services or materials provided by us (collectively, “Service” or “Services.”  For the avoidance of doubt, the Website is included in the Services).

Please read the Terms of Use carefully before you start to use the Services. By using the Services, you accept and agree to be bound and abide by these Terms of Use and our Privacy Policy, found at  http://docs.commercehero.io/category/76-legal, incorporated herein by reference (collectively, the “Terms”). If you do not want to agree to these Terms of Use or the Privacy Policy, you must not access or use the Services. The Terms are applicable to everyone who accesses the Services, including non-registered users who visit the Services and registered [developers, companies, and others].  The terms “you,” “your,” “User,” and “Users” refer to anyone (registered or unregistered) who accesses the Services.    

Eligibility

In order to use the Services, you must (1) be 18 or older, (2) have the ability to enter into a binding contract with us and not be barred from doing so under any applicable laws, and (3) agree that you will not use the Services in any country or in any manner prohibited by any laws, restrictions, or regulations that apply to you, including United States export control laws and/or foreign laws, restrictions, or regulations.

If you are agreeing to these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and affiliates.  In that case, the terms “you” or “your” shall also refer to such entity and affiliates.  If you do not have such authority, you may not use the Services.

We may change our eligibility criteria at any time, and reserve the right, but are not obligated, to further limit access to the Services to any person, entity, geographic region, or jurisdiction.

Changes to the Terms

From time to time, we will review and update the Terms. You should review these Terms each time you use the Services.  Any new features added to the current Services will be subject to these Terms.  We will notify you of any updates here, and by 1) posting a notice and link to the updated policies the next time you log into the Services, at which point you must assent to such updated policies in order to complete login; 2) posting a pop-up notice and link to the updated policies on the Website; 3) e-mailing you a notice and link to the updated policies; or 4) notifying you via RSS feed or pursuant to your user-configured notification preferences in connection with updates to these policies.

Accessing the Services and Account Security

We reserve the right to withdraw or amend the Services, and any service or material we provide on the Services, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Services is unavailable at any time or for any period. From time to time, we may restrict access to some or all of the Services, including to registered Users.

    You are responsible for:

  • Making all arrangements necessary for you to have access to the Services.
  • Ensuring that all persons who access the Services through your internet connection are aware of these Terms and comply with them.

To access the Services or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Services that all the information you provide on the Services is correct, current and complete. You agree that all information you provide to register with this Services or otherwise, including but not limited to through the use of any interactive features on the Services, is governed by our Privacy Policy [available at  http://docs.commercehero.io/article/75-privacy-policy], and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

If you choose, or are provided with, a user name, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to the Services or portions of it using your user name, password or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

We have the right to disable any user name, password or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms.

Intellectual Property Rights

Commerce Hero Content. Except as otherwise provided herein, the Services and all content appearing therein are the exclusive property of us or our licensors and are protected by copyright, trademark, patent, trade secret, and other applicable laws. All trademarks, service marks, and trade names that appear on the Services and the overall “look and feel” of the Services (collectively the “Marks”) are proprietary to Commerce Hero, or the respective owners of such Marks (collectively, “Commerce Hero Content”). You may not display, reproduce, or otherwise use Commerce Hero Content, without first receiving written consent from us. You may not remove or otherwise modify any legal or trademark notices from any content we make available through the Services.  Any unauthorized use of any content or materials on the Services is strictly prohibited.

Subject to your compliance with these Terms and applicable law, you may access and use the Services and the Commerce Hero Content (excluding software code).  We (and our licensors) remain the sole owner of all right, title, and interest in the Services and Commerce Hero Content. We reserve all rights not granted under these Terms.  In addition, any content that we provide to you is licensed on a personal, revocable, non-sublicensable, non-assignable and non-exclusive basis, not sold to you.  You will not use, copy, adapt, modify, hack, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Services, except as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise, except for the licenses and rights expressly granted in these Terms. Our Services and Commerce Hero Content contain proprietary and confidential information that is legally protected.

Prohibited Uses

 In addition to any other act that we in our sole discretion deems to be misuse, you may not:

  • take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our or our third-party providers’ infrastructure;
  • interfere or attempt to interfere with the Services;
  • bypass, circumvent, or attempt to bypass or circumvent, any measures intended to prevent or restrict access to the Services, including other accounts, systems, or networks connected to the Services;
  • copy, modify, host, stream, sublicense, or resell the Services;
  • enable or allow others to use the Services using your account information;
  • use the Services to construct any kind of database;
  • use the Services for commercial or competitive purposes;
  • access or attempt to access the Services by any means other than the interface we authorized;
  • reverse engineer or access the Services in order to (i) build a competitive product or service, (ii) build a product using similar ideas, features, functions or graphics of the Services, or (iii) copy any ideas, features, functions or graphics of the Services;
  • frame or mirror any part or content of the Services;
  • re-identify or discover the identify of certain anonymous parties presented to you;
  • violate anyone’s intellectual property rights;
  • upload or share any content that is unlawful, harmful, threatening, abusive, tortious, defamatory, libelous, vulgar, lewd, profane, invasive of another’s privacy, or hateful;
  • impersonate any person or entity, or misrepresent your affiliation with a person or entity;
  • upload, post, transmit, or otherwise make available any software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any software or hardware;
  • publish anyone’s identification documents or sensitive financial information;
  • disrupt, interfere with, or inhibit any other User from using the Services (such as stalking, intimidating, or harassing others, inciting others to commit violence, or harming minors in any way);
  • engage in chain letters, junk mails, pyramid schemes, spamming, or other unsolicited messages;
  • place advertisements of any products or services in the Services;
  • manipulate identifiers in order to disguise the origin of any of User Content (as defined below) or other content;
  • upload, post, or otherwise make available any content that you do not have a right to make available (such as inside information, proprietary or confidential information);
  • use any data mining or similar data gathering and extraction methods in connection with the Services;
  • violate any applicable law or regulations;
  • violate these Terms; or
  • collect or store data about other Users in connection with any of the prohibited activities above.
  • You shall comply with any codes of conduct, policies, or other notices we provide or publish in connection with the Services.

User Content

“User Content” means any text, files, images, photos, video, sounds, profile information, communications, works of authorship, or any other materials, data, or content you upload, post, share, transmit, or otherwise make available via the Services.

Except as otherwise set forth herein, we do not claim any ownership rights to User Content. We do, however, require certain licenses from you, as set forth in these Terms. For example, we need to be able to transmit, store and copy User Content in order to display it to you and other Users, to create data backups, and anything else we deem necessary to provide the Services. Your acceptance of the Terms gives us the permission to do so and grants us any rights necessary to provide the Services to you. This permission includes allowing us to use third-party service providers in the operation and administration of the Services, and the rights granted to us are extended to these third-parties to the degree necessary.  

We may access your User Content as necessary to perform the Services, including to monitor your conduct and misuse or, in our sole discretion, to help resolve disputes between Users, although we have no obligation to do so.  Actions reasonably necessary to perform the Services may include (but are not limited to) (a) advertising, marketing or otherwise promoting the Services; (b) responding to support requests and facilitating communication among Users; (c) investigating fraud, security, unlawful, or technical issues; and (d) enforcing these Terms.  We reserve the right to review, remove, block, or modify any content on the Services, including User Content, without notice.

Your Warranty and Indemnification Obligations

By uploading or posting User Content to, interacting with other Users on, or otherwise engaging in, the Services, you represent, warrant, and covenant that (a) you have all necessary rights, permits, licenses, permissions, and approvals to (i) use, submit, or share such User Content,  (ii) grant the licenses in these Terms; (b) your actions are not in violation of any preexisting contractual obligations with any third parties; (c) your actions are not in violation of any applicable local, state, federal, or foreign law; (d) all information your provide is truthful and accurate; and (e) your User Content and any other of your activities in connection with your use of the Services, and Commerce Hero’s exercise of all rights and licenses granted by you in the Terms, do not and will not violate, infringe, or misappropriate any third party’s contractual, copyright, trademark, patent, right of privacy or publicity, or other personal or proprietary right, nor does such User Content contain any matter that is defamatory, obscene, libelous, unlawful, threatening, abusive, tortious, offensive or harassing.  You agree to pay for all royalties, fees, and any other monies owing any person by reason of User Content you post on or through the Services.

You will defend, indemnify and hold us and our subsidiaries, affiliates, officers, agents, employees, partners, and licensors harmless from any claim, demand, liabilities, loss, expenses or damages, including without limitation reasonable attorneys’ fees, arising out of or related to your User Content or any other content you make available on the Services, your use of the Services, or your violation of these Terms.

Monitoring and Enforcement; Termination

    We have the right to:

  • Remove or refuse to post any User Content for any or no reason in our sole discretion.
  • Take any action with respect to any User Content that we deem necessary or appropriate in our sole discretion, including if we believe that such User Content violates the Terms, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Services or the public or could create liability for the Company.
  • Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
  • Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Services.
  • Terminate or suspend your access to all or part of the Services for any or no reason, including without limitation, any violation of these Terms.

Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Services. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY THE COMPANY OR ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER THE COMPANY, SUCH PARTIES, OR LAW ENFORCEMENT AUTHORITIES.

However, we cannot and do not undertake to review all material before it is posted on the Services, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section or in any other agreement entered into between Users.

Copyright Infringement

Written Notification. We have adopted the following general policy toward copyright infringement in accordance with the Digital Millennium Copyright Act (“DMCA”).  This policy provides for the termination of access, in appropriate circumstances, to Users who are repeat copyright infringers.  We may, in appropriate circumstances and at our discretion, disable and/or terminate access to Users who may be infringing the intellectual property of a third party. If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide our Copyright Agent the following information (to be effective, the notification must be in writing and provided to our Copyright Agent):

  1. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
  2. a description of the copyrighted work or other intellectual property that you claim has been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
  3. identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and a description of where the material that you claim is infringing is located;
  4. your address, telephone number, and, if available, email address;
  5. a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
  6. a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.

Upon receipt of a valid written notification containing the information as outlined in 1 through 6 above, we shall, (1) remove or disable access to allegedly infringing content; (2) forward the written notification to the alleged infringer; and (3) take reasonable steps to promptly notify the alleged infringer that it has removed or disabled access to the allegedly infringing content.

Counter Notification.  To be effective, a counter notification must be a written communication provided to our DMCA Agent that includes substantially the following:

  1. your physical or electronic signature;
  2. 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 to it was disabled;
  3. a statement, as follows: “I swear under penalty of perjury that it is my good faith belief that the material identified above was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled”; and
  4. your name, address, and telephone number, and a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which you are located, or if your address is outside of the United States, for any judicial district in which Commerce Hero may be found, and that you will accept service of process from the person who provided notification or an agent of such person.

Upon receipt of a valid counter notification containing the information as outlined in 1 through 4 above, the DMCA provides that the removed material will be restored or access re-enabled and we will comply with this requirement within a reasonable time (or as otherwise required by law), provided our DMCA Agent has not received notice from the original complaining party that an action has been filed seeking a court order to restrain you from engaging in infringing activity relating to the material on our network or system.

Other Complaints

If you believe in good faith that any material posted on the Services infringes any of your other intellectual property rights, or is otherwise unlawful, you must notify us at hello@commercehero.io.  We will evaluate the submission, and if appropriate, in our sole discretion, we will take action. We may disclose your submission to the poster of the claimed violative material, or any other party.

Reliance on Information Posted  

The information presented on or through the Services is made available solely for general information purposes. We do not warrant the accuracy, completeness or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Services, or by anyone who may be informed of any of its contents.

 The Services may include content provided by third parties, including materials provided by other users, bloggers and third-party licensors, syndicators, aggregators and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Company. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

Errors, Omissions and Support

Occasionally there may be information on the Services that contains typographical errors, inaccuracies or omissions that may relate to product or Service descriptions, pricing, promotions, offers, charges and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel Transactions at any time without prior notice.

We undertake no obligation to update, amend or clarify information in the Services, except as required by law. No specified update or refresh date applied in the Services, should be taken to indicate that all information in the Services has been modified or updated.

Due to maintenance, security, or capacity issues, or to events beyond our control (Force Majeure (as defined below), equipment malfunction, power failures, hostile attacks, etc.), the Services may be temporarily suspended or affected. We will use commercially reasonable efforts to correct any errors and minimize any disruption and/or inoperability of the Services, whether scheduled or not. Where feasible, we will provide forty-eight (48) hours advance notice to you in the event of any scheduled downtime.  

Modification of Services

We may modify, update, or discontinue the Services at any time without liability to you or anyone else. However, we will make a reasonable effort to notify you before we make such a change. Users shall bear sole responsibility for backing up their User Content and all other content or materials.  If the modified Services are not acceptable to you, your only recourse is to cease using the Services.

Termination of Account/Services

All provisions of these Terms which by their nature should survive termination shall survive termination; including, but not limited to, provisions governing intellectual property rights, limitation of liability, disclaimer of warranty, and indemnification.   If you entered into any obligations with us or other Users prior to termination, you may still be bound by those terms even after your account is terminated.

If your account or the account of any other User is terminated, you may lose all associated information, including User Content.  Even after your account has been terminated, any license granted by you under these Terms shall survive. Copies of User Content may have been retained as part of our routine backups.  

Links from the Services

If the Services contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third party websites linked to this Services, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

Geographic Restrictions

 The owner of the Services is based in the state of New York in the United States. We make no claims that the Services or any of its content is accessible or appropriate outside of the United States. Access to the Services may not be legal by certain persons or in certain countries. If you access the Services from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

WARRANTY DISCLAIMER.

IN ADDITION TO ANY DISCLAIMERS SET FORTH HEREIN, THE SERVICES ARE PROVIDED “AS IS” AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMMERCE HERO DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, RELATING TO (A) YOUR USE OF THE SERVICES, INCLUDING, WITHOUT LIMITATION, YOUR COMMUNICATIONS WITH, AND TRANSACTIONS FACILITATED BY FELLOW USERS; (B) USER CONTENT; (C) ANY ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM COMMERCE HERO OR THROUGH THE SERVICES; OR (D) ANY OTHER COMMUNICATIONS, TRANSACTIONS, CONTENT, OR DATA ON THE SERVICES, WHETHER PROVIDED OR OWNED BY YOU, COMMERCE HERO, OR BY ANY THIRD PARTY OR OTHER USER, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT OR NON-INFRINGEMENT, FREEDOM FROM COMPUTER VIRUSES, BUGS, WORMS, “TROJAN HORSES” OR OTHER DESTRUCTIVE MATERIALS TO THE SERVICES (“HARMFUL COMPONENTS”), AND ANY IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE IN TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED.

We are not responsible for the accuracy, appropriateness, or legality of User Content or any other information posted, submitted, made available, or accessed by you or other Users of the Services. We do not pre-screen, control, or endorse User Content, and we make no claims or representations regarding any content we do not create. We are not responsible or liable, directly or indirectly, for any damage or loss that results from your use of, reliance on, or any other connection between you and any content or data that any User or third party makes available.

COMMERCE HERO IS NOT RESPONSIBLE FOR THE CONDUCT OF ANY USER AND IS NOT A PARTY TO ANY TRANSACTIONS OR AGREEMENTS, INCLUDING WITHOUT LIMITATION CONSULTING AGREEMENTS, ENTERED INTO BETWEEN USERS OR FOR THE FAILURE OF USERS TO ABIDE BY THEIR CONTRACTUAL OBLIGATIONS AND AGREEMENTS. COMMERCE HERO DOES NOT MAKE ANY CLAIMS, REPRESENTATIONS, GUARANTEES, OR WARRANTIES REGARDING (I) ANY USER CONTENT; (2) USERS’ CREDIT WORTHINESS, HONESTY, BEHAVIOR, SKILLS, OR ABILITY TO PAY; OR (3) ANY USER’S COMPLIANCE WITH RELEVANT LAWS AND DISCLAIMS ALL LIABILITY IN THIS REGARD TO THE MAXIMUM EXTENT PERMITTED BY LAW.YOUR INTERACTIONS WITH FELLOW USERS, INCLUDING PAYMENT AND DELIVERY OF GOODS OR SERVICES, ARE SOLELY BETWEEN YOU AND SUCH FELLOW USER.

TRANSACTIONS OR AGREEMENTS BETWEEN USERS MAY RESULT IN THE REQUIREMENT TO REPORT INCOME TO THE IRS OR OTHER TAX AUTHORITIES IN YOUR JURISDICTION.  YOU ARE SOLELY RESPONSIBLE FOR ANY TAX OBLIGATIONS RELATED TO YOUR USE OF THE SERVICES OR YOUR TRANSACTIONS WITH OTHER USERS.

COMMERCE HERO DOES NOT REPRESENT, WARRANT OR OTHERWISE ENDORSE THAT THE SERVICES OR ANY CONTENT, INFORMATION, OR GOODS AVAILABLE OR ADVERTISED OR SOLD THROUGH THE SERVICES ARE ACCURATE, COMPLETE, AVAILABLE, CURRENT, OR THAT THE RESULTS OF USING THE SERVICES WILL MEET YOUR REQUIREMENTS. WE RESERVE THE RIGHT TO CORRECT ANY ERRORS OR OMISSIONS IN THE SERVICES.

COMMERCE HERO IS NOT YOUR TRUSTEE OR FIDUCIARY, AND IS NOT A PARTY TO ANY AGREEMENTS BETWEEN USERS, INCLUDING WITHOUT LIMITATION ANY CONSULTANT AGREEMENTS.

ALTHOUGH WE INTEND TO TAKE REASONABLE STEPS TO PREVENT THE INTRODUCTION OF HARMFUL COMPONENTS, WE DO NOT GUARANTEE THAT THE SERVICES OR MATERIALS THAT MAY BE DOWNLOADED FROM THE SERVICES DO NOT CONTAIN SUCH HARMFUL COMPONENTS. WE ARE NOT LIABLE FOR ANY DAMAGES OR HARM ATTRIBUTABLE TO SUCH COMPONENTS. IF YOU RELY ON THE SERVICES OR ANY MATERIALS AVAILABLE THROUGH THE SERVICES, YOU DO SO AT YOUR OWN RISK. WHILE WE TAKE MEASURES TO ENSURE THAT INFORMATION IS TRANSMITTED USING REASONABLE SECURITY MEASURES, WE DO NOT GUARANTEE THAT THOSE TRANSMISSIONS WILL BE ENCRYPTED.  YOU ARE SOLELY RESPONSIBLE FOR ADEQUATE SECURITY PROTECTION AND BACKUP OF USER CONTENT.  

LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL COMMERCE HERO, ITS AFFILIATES, DIRECTORS, OFFICERS, MANAGERS, EMPLOYEES, SHAREHOLDERS, AGENTS, AND LICENSORS, INCLUDING ANY THIRD-PARTY PROVIDER, BE LIABLE TO YOU UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, OR ANY OTHER LEGAL OR EQUITABLE THEORY, FOR (A) ANY LOST PROFITS, DATA LOSS, BUSINESS LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COMPENSATORY OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER RESULTING FROM: (I) ANY CONTENT OR USER CONTENT, COMMUNICATIONS OR TRANSACTIONS PROVIDED THROUGH OR OTHERWISE FACILITATED BY THE SERVICES OR ANY ERRORS OR OMISSIONS OR INACCURACIES IN THE SERVICES; (II) ANY UNAUTHORIZED ACCESS TO OR USE OF THE SERVICES OR THE SERVERS OF COMMERCE HERO OR ITS THIRD-PARTY PROVIDERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN BY; (III) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES; (IV) THE INABIILTY TO ACCESS A THIRD-PARTY ACCOUNT; OR (V) ANY HARMFUL COMPONENTS THAT MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY (REGARDLESS OF THE SOURCE) OR (B) ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) OF THE GREATER OF (I) FEES EARNED BY US FROM YOU FOR THE THREE-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE LIABILITY; OR (II) $500.00.

THESE LIMITATIONS APPLY REGARDLESS OF LEGAL THEORY, WHETHER BASED ON TORT, STRICT LIABILITY, BREACH OF CONTRACT, BREACH OF WARRANTY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT COMMERCE HERO WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  

SOME LAWS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY, SO THESE LIMITS MAY NOT APPLY TO YOU.

NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, IN COMPLIANCE WITH NEW JERSEY’S TRUTH-IN-CONSUMER CONTRACT, WARRANTY AND NOTICE ACT (TCCWNA), N.J.S.A. § 56:12-14, THE DISCLAIMERS SET FORTH HEREIN MAY BE VOID, UNENFORCEABLE OR INAPPLICABLE IN THE STATE OF NEW JERSEY.

Indemnification  

You agree to defend, indemnify and hold harmless the Company, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms or your use of the Services, including, but not limited to, your User Contributions, any use of the Services’ content, services and products other than as expressly authorized in these Terms or your use of any information obtained from the Services.

Governing Law and Jurisdiction  

All matters relating to the Services and these Terms and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction).

Any legal suit, action or proceeding arising out of, or related to, these Terms of Use or the Services shall be instituted exclusively in the federal courts of the United States or the courts of the State of New York in each case located in the City of New York and County of New York although we retain the right to bring any suit, action or proceeding against you for breach of these Terms in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

Limitation on Time to File Claims  

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

Waiver and Severability  

No waiver of by Commerce Hero of any term or condition set forth in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Commerce Hero to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.

If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect.

Entire Agreement  

The Terms, including our Privacy Policy, constitute the sole and entire agreement between you and Commerce Hero with respect to the Services and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Services.

Miscellaneous

You cannot assign, transfer or sublicense these Terms without first obtaining our consent. We may assign, transfer, or delegate any of our rights and obligations without consent. These Terms do not create any agency, partnership, joint venture, or employment relationship, and neither party has any authority to bind the other in any respect.  If we do not enforce any part of these Terms, it does not mean we give up the right to later enforce that or any other part of these Terms.

No party shall be liable to another party for failure perform its obligations under these Terms if such failure is caused by any event or condition not reasonably within the control and anticipation of the affected party, including, without limitation, by fire, flood, typhoon, earthquake, explosion, strike, labor trouble or other industrial disturbance, unavoidable accident, war (declared or undeclared), act of terrorism, sabotage, embargo, riot, or any other cause beyond the control of the parties (“Force Majeure”), provided that the affected party promptly notifies the other party of the occurrence of such event or condition and takes reasonable steps necessary to resume performance of its obligations.

The section and paragraph headings in these Terms are for convenience only and do not affect their interpretation.  Whenever the words “include,” “includes” or “including” are used in the Terms, they shall be deemed to be followed by the words “without limitation.”  Whenever the word “or” is used in the Terms, it shall not be deemed exclusive. The definitions contained in the Terms are applicable to the singular as well as to the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such terms. Any pronouns used herein shall include the corresponding masculine, feminine or neuter forms.

Contact Us

If you have any questions, complaints, or claims with respect to the Services or any of the Terms, you may contact us at hello@commercehero.io

Communications

Users agree to communicate via the Commerce Hero messaging system (i.e. @user.commercehero.io email addresses) and not to email eachother outside of the messaging system or via other contact methods. When phone calls, in-person meetings, or Skype chats happen, a recap email will be sent via the @user.commercehero.io email address.

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