Acceptance of Agreement
This Merchant Terms of Service is entered into by and between you (the “Merchant,” “you” or “your”) and Livebutler (“Company”, “we” or “us”). The following provisions, together with any documents expressly incorporated by reference herein (collectively, the “Agreement” or “Merchant Agreement”), govern the terms of our relationship and your use of the Company’s software services, applications, website and e-commerce platform services (the “Service” or “Services”).
The Services are offered and available to users who are 18 years of age or older. By using the Services, you represent and warrant that you are of legal age to form a binding contract with the Company and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Services.
Changes to this Agreement
We may revise and update this Agreement from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Services thereafter. Your continued use of the Services following the posting of a revised Agreement means that you accept and agree to the changes. You are expected to check our Merchant Agreement frequently so you are aware of any changes, as they are binding on you.
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, but we will nevertheless endeavor to provide advance notice of a discontinuation of the Service. 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 parts of the Services.
You are responsible for:
You must treat your account or any other piece of information material to your use of our Services as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is exclusive to you and agree not to provide any other person or entity with access to the Services or portions of it. You agree to notify us immediately of any unauthorized access or any other breach of security. 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 your account, 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 this Agreement.
Billing, Payment and Taxes
(a)Annual and monthly subscriptions. Our Services are offered for free or either on a monthly subscription basis or an annual subscription basis. All subscription fees will be posted at the time you register your account, and by using the Service you are agreeing to pay these amounts.
(b)Subscription Tiers; Pricing. We offer multiple subscription levels (“tiers”) with increased features and benefits based on pricing. Not all of our Services are available to merchants on our lower subscription tiers. When you sign up for an account, we will disclose the pricing and features available at the time, but we reserve the right at all times in our sole discretion to make available only the features we determine for each of our pricing tiers. In other words, we reserve the right to change our pricing and feature set at any time with advance notice to you. Your continued use of the Service after such notice is given shall be an acceptance of the new pricing and/or available features.
(c)Renewal. Unless we or you cancel the subscription prior to expiration of your current subscription term, your subscription will automatically renew for another subscription term for a period equal to your initial subscription term. You must provide any notice of non-renewal through the means we designate, which may include account settings in the Service or contacting our support team. Canceling your subscription means that you will not be charged for the next billing cycle, but you will not receive any refunds or credits for amounts that have already been charged, or partial month or year refunds. All renewals are subject to the applicable Service continuing to be offered and will be charged at the then-current rates.
(d)Payment Processors. We use certain third-party payment processors to allow you to process payments from your customers through our Service. Your use of these payment processors is subject to separate agreements between you and the processor that you must agree to at the time you set up an account with the processor.
(e)Payment Processor Data. In certain instances, we may use and may share with our third-party payment processors and our third-party payment processors may use and share with us, transaction data, payment data and data about your account. Accordingly, you grant us permission to work with and interact with these payment processors and to share, transfer and copy transaction data, payment data and user data for the benefit of facilitating or improving use or interoperability of the payment processing services and our services.
(f)Taxes not included. Your fees for using our Services exclude any taxes or duties payable in respect of the Services in the jurisdiction where the payment is either made or received, including but not limited to sales, income, withholding or other taxes. All fees related to the Service are made free and clear of, and without any deduction or withholding for and on account of, any taxes, duties or other deductions. Any such deduction or withholding, if required by the laws of any country/region are your sole responsibility.
(h)Withholding Taxes. You will pay all fees net of any applicable withholding taxes. You and we will work together to avoid any withholding tax if exemptions are available. If we qualify for a tax exemption, or a reduced withholding rate, we will provide you with reasonable documentary proof. You will provide us reasonable evidence that you have paid the relevant authority for the sum withheld or deducted.
Intellectual Property Rights
The Services and its entire contents, features and functionality (including but not limited to all information, software, applications, text, displays, images, video and audio, and the design, selection and arrangement thereof), are owned solely and exclusively by the Company and are protected by the United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws. Your use of the Service in no way grants you any right, license, or ownership in the Services.
We hereby grant you a limited, non-exclusive, non-assignable, revocable right and license to use the Services, subject to your compliance with this Agreement at all times.
You must not (i) reproduce, modify, adapt or create derivative works of the Services or any elements within the Service; (b) rent, lease, distribute, sell, sublicense, transfer or provide access to the Service to a third party; (c) use the Service for the benefit of any third party; (d) incorporate any element of the Service into a product or service you provide to a third party; (e) interfere with or otherwise circumvent mechanisms in the Service intended to limit your use; (f) reverse engineer, disassemble, decompile, translate or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats or non-public APIs to any Service; (g) remove or obscure any proprietary or other notices contained within Service; (h) use the Service for competitive analysis or to build competitive products; (i) publicly disseminate information regarding the performance of the Service; (j) modify or copy any materials from the Service; or (k) encourage or assist any third party to do any of the foregoing.
If we provide desktop, mobile or other applications for download, you may download a single copy to your computer or mobile device solely for your own use, provided you agree to be bound by our end user license agreement for such applications. You may store files that are automatically cached by your Web browser for display enhancement purposes. If we provide social media features with certain content, you may take such actions as are enabled by such features.
You must not access or use for any other commercial purposes any part of the Services or any other materials available through the Services. If you print, copy, modify, download or otherwise use or provide any other person with access to any part of the Services in breach of this Agreement, your right to use the Services will cease immediately and we reserve our right to enforce our legal rights against you at law or in equity. No right, title or interest in or to the Services or any content on the Services is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Services not expressly permitted by this Agreement is a breach of this Agreement and may violate copyright, trademark and other laws.
The Company name, the Company logo, and all related names, logos, product and service names, designs and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs and slogans on the Services are the trademarks of their respective owners.
(a) You may use the Services only for lawful purposes and in accordance with the terms of this Agreement. You agree not to use the Services:
(b) Additionally, you agree not to:
The Services and associated mobile applications may contain message boards, comment fields, personal web pages or profiles, forums, bulletin boards and other interactive features (collectively, “Interactive Services”) that allow customers to post, submit, publish, display or transmit to other users or other persons (hereinafter, “post”) content or materials (collectively, “Merchant Contributions”) on or through the Services.
All Merchant Contributions must comply with the Content Standards set out in this Agreement.
Any Merchant Contribution you post to the Service will be considered non-confidential and non-proprietary. By providing any Merchant Contribution on the Services, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors and assigns the right to use, reproduce, modify, perform, display, distribute and otherwise disclose to third-parties any such material for any purpose.
You represent and warrant that:
You understand and acknowledge that you are responsible for any Merchant Contributions you submit or contribute, and you, not the Company, have full responsibility for such content, including its legality, reliability, accuracy and appropriateness.
We are not responsible, or liable to any third-party, for the content or accuracy of any Merchant Contributions posted by you or any other user of the Services.
Monitoring and Enforcement; Termination
We have the right to:
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 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 SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.
However, we 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.
These content standards apply to any and all Merchant Contributions and use of Interactive Services. Merchant Contributions must in their entirety comply with all applicable federal, state, local and international laws and regulations. Without limiting the foregoing, Merchant Contributions must not:
Reliance on Information Posted
We do not warrant the accuracy, completeness or usefulness of the information presented through the Service. 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.
Using third-party products with the Service
In order to enjoy the full features of the Service, you may choose to use other third party products or services by linking them to the Service, including third party services that you connect to our Service. Your use of any third party products or services within the Service (and the third parties’ use of any of your data) is subject to the separate agreement between you and the third party provider. If you enable or use third party products or services within the Service, we will allow the third party providers to access or use your data as required for the interoperation of their products and services with our Service. This may include transmitting, transferring, modifying or deleting your data, or storing your data on systems belonging to the third party providers or other third parties with whom they contract. The provision of services by any third party provider, and such third party provider’s use of your data, is subject to the applicable agreement between you and such third party provider. We are not responsible the products or services of third party providers, or for the security or privacy practices of any third party provider or its products or services. You are solely responsible for your decision to permit any third party provider or third party product or service to connect to our Service. It is your responsibility to carefully review the agreement between you and the third party provider, as provided by the applicable third party provider. WE DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR ANY THIRD PARTY PRODUCTS OR SERVICES (WHETHER SUPPORT, AVAILABILITY, SECURITY OR OTHERWISE) OR FOR THE ACTS OR OMISSIONS OF ANY THIRD PARTY PROVIDERS OR VENDORS.
Changes to the Services
We may update the content hosted on the Services from time to time, but its content may not necessarily be complete or up-to-date. Any of the material on the Services may be out of date at any given time, and we are under no obligation to update such material.
Online Purchases and Other Terms and Conditions
All purchases through our Service or other transactions for the sale of goods, services, or information effectuated through the Services by you are your sole and exclusive responsibility. You agree that any and all liability with respect to customers of your products or services falls solely and exclusively to you. We do not assume any responsibility, liability or other obligation with respect to products, advertising, goods, taxes, implied or express warranties, or services offered by you to customers, within or outside of the Service. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION BROUGHT BY YOUR CUSTOMERS OR A THIRD PARTY WITH RESPECT TO THE FOREGOING.
Linking to the Services and Social Media Features
You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part.
(a)The Services may provide certain social media features that enable you to:
(b) You may use these features solely as they are provided by us and solely with respect to the content they are displayed with and otherwise in accordance with any additional terms and conditions we provide with respect to such features. Subject to the foregoing, you must not:
You agree to cooperate with us in causing any unauthorized framing or linking immediately to cease. We reserve the right to withdraw linking permission without notice.
We may disable all or any social media features and any links at any time without notice in our discretion.
Disclaimer of Warranties
You understand that we cannot and do not guarantee or warrant that the Service will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SERVICES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY SERVICES LINKED TO IT.
YOUR USE OF THE SERVICES, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES IS AT YOUR OWN RISK. THE SERVICES, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE SERVICES. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE SERVICES, ITS CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE SERVICES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
Limitation on Liability
IN NO EVENT WILL THE COMPANY, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, OWNERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SERVICES, ANY SERVICES LINKED TO IT, ANY CONTENT ON THE SERVICES OR SUCH OTHER SERVICESS OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES OR SUCH OTHER SERVICES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.
THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
You agree to defend, indemnify and hold harmless the Company, its affiliates, licensors and service providers, and its and their respective owners, officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any and all alleged or actual claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) arising out of or relating to (i) your breach of any representation or warranty in this Agreement, or other violation of this Agreement, (ii) your use of the Services; (iii) your products or services; (iv) your business or customers; (v) your tax obligations; (vi) your violation of any third party intellectual property right.
Class Action Waiver
You hereby agree that any claim brought by you against the Company shall be brought solely as an individual claim or action, and not as a class action or proceeding. YOU ACKNOWLEDGE AND AGREE THAT BY USING THE SERVICE YOU ARE WAIVING ALL RIGHTS TO A CLASS ACTION OR PROCEEDING.
Limitation on Time to File Claims
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT 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 by the Company of any term or condition set forth in this Agreement 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 the Company to assert a right or provision under this Agreement shall not constitute a waiver of such right or provision.
If any provision of this Agreement 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 Agreement will continue in full force and effect.