Merchize Platform Terms of Service
Last updated on: September 20, 2019
Hi, we’re Merchize and welcome to the Merchize Terms of Services or Policy Page. This page will outline all the necessary information that you can expect when you are using Merchize’s services. The policies outlined here are based on the current standard/current norm of most platform services, and also based on consumer laws that we think are the best “baseline” to apply to Merchize Platform so you as the client of Merchize, will have a consistent experience and know what to expect from us in all cases.
By signing up for a Merchize Account (as defined in Section 1) or by using any Merchize Services (as defined below), you are agreeing to be bound by the following terms and conditions (the “Terms of Service”).
As used in these Terms of Service, “we”, “us” and “Merchize” means the applicable Merchize Contracting Party (as defined in Section 4 below).
The services offered by Merchize under the Terms of Service include various products and services to help you sell goods and services to buyers. Any such services offered by Merchize are referred to in these Terms of Services as the “Services”. Any new features or tools which are added to the current Services shall be also subject to the Terms of Service. You can review the current version of the Terms of Service at any time at https://www.Merchize.com/terms. Merchize reserves the right to update and change the Terms of Service by posting updates and changes to the Merchize website. You are advised to check the Terms of Service from time to time for any updates or changes that may impact you. and if you do not accept such amendments, you must cease using the Services.
Everyday language summaries are provided for convenience only and appear in italic under each section, but these summaries are not legally binding. Please read the Terms of Service, including any document referred to in these Terms of Service, for the complete picture of your legal requirements. By using Merchize or any Merchize services, you are agreeing to these terms. Be sure to occasionally check back for updates.
1. Account Terms
To access and use the Services, you must register for a Merchize account (“Account”) by providing your full legal name, current address, phone number, a valid email address, and any other information indicated as required. Merchize may reject your application for an Account, or cancel an existing Account, for any reason, in our sole discretion.
- You must be the older of: (i) 18 years, or (ii) at least the age of majority in the jurisdiction where you reside and from which you use the Services to open an Account.
- You confirm that you are receiving any Services provided by Merchize for the purposes of carrying on a business activity and not for any personal, household or family purpose.
- You acknowledge that Merchize will use the email address you provide on opening an Account or as updated by you from time to time as the primary method for communication with you.
- You are responsible for keeping your password secure. Merchize cannot and will not be liable for any loss or damage from your failure to maintain the security of your Account and password.
- You are responsible for all activity and content such as photos, images, videos, graphics, written content, audio files, code, information, or data uploaded, collected, generated, stored, displayed, distributed, transmitted or exhibited on or in connection with your Account (“Materials”).
A breach or violation of any term in the Terms of Service, including the AUP, as determined in the sole discretion of Merchize may result in an immediate termination of your Services.
You are responsible for your Account and any Materials you upload to the Merchize Service. Remember that if you violate these terms we may cancel your service. If we need to reach you, we will send you an email, or contact you via our support chat channel.
2. Account Activation
2.1 Store Owner
Subject to section 2.1(2), the person signing up for the Service by opening an Account will be the contracting party (“Store Owner”) for the purposes of our Terms of Service and will be the person who is authorized to use any corresponding Account we may provide to the Store Owner in connection with the Service.
If you are signing up for the Services on behalf of your employer, your employer shall be the Store Owner. If you are signing up for the Services on behalf of your employer, then you must use your employer-issued email address and you represent and warrant that you have the authority to bind your employer to our Terms of Service.
Your Merchize Store can only be associated with one Store Owner. A Store Owner may have multiple Merchize Stores. “Store” means the online store or physical retail location(s) associated with the Account.
2.2 Staff Accounts
Based on your Merchize pricing plan, you can create one or more staff accounts (“Staff Accounts”) allowing other people to access the Account. With Staff Accounts, the Store Owner can set permissions and let other people work in their Account while determining the level of access by Staff Accounts to specific business information (for example, you can limit Staff Account access to sales information on the Reports page or prevent Staff Accounts from changing general store settings).
The Store Owner is responsible and liable for the acts, omissions and defaults arising from use of Staff Accounts in the performance of obligations under these Terms of Service as if they were the Store Owner’s own acts, omissions or defaults.
The Store Owner and the users under Staff Accounts are each referred to as a “Merchize User”.
2.3 Payments AccountsAt the current stage, Merchize do not provide payment accounts to any store. Store owner is responsible for creating and adding their payment account information to the platform so their buyers can buy their products. Any issues involved with their payment account will be solved between payment account owner and the payment service provider. Merchize only provides a solution to connect the store with the payment provider according to the service provider’s API. Merchize is not responsible for any issues involved in this process due to any kind of error.
2.6 Domain Names
At the current stage, Merchize do not provide a domain name for our service. You can purchase the domain at any domain name provider and connect your domain with Merchize.
Only one person can be the “Store Owner”, usually the person signing up for the Merchize Service. The Store Owner is responsible for the Account, is bound by these Terms of Service and is responsible for the actions of others accessing the Account. If you sign up on behalf of your employer, your employer is the Store Owner responsible for your Account.
3. General Conditions
- Technical support in respect of the Services is only provided to Merchize Users.
- The Terms of Service shall be governed by and interpreted in accordance with the laws.
- You acknowledge and agree that Merchize may amend these Terms of Service at any time by posting the relevant amended and restated Terms of Service on Merchize website, available at https://www.Merchize.com/terms and such amendments to the Terms of Service are effective as of the date of posting. Your continued use of the Services after the amended Terms of Service are posted to Merchize website constitutes your agreement to, and acceptance of, the amended Terms of Service. If you do not agree to any changes to the Terms of Service, do not continue to use the Service.
- You may not use the Merchize Services for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws), the laws applicable to you in your customer’s jurisdiction, or the laws of Canada and the Province of Ontario. You will comply with all applicable laws, rules and regulations in your use of the Service and your performance of obligations under the Terms of Service.
- You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Services, or access to the Services without the express written permission by Merchize.
- You shall not purchase search engine or other pay per click keywords (such as Google AdWords), or domain names that use Merchize or Merchize trademarks and/or variations and misspellings thereof.
- Questions about the Terms of Service should be sent to Merchize Support.
- You understand that your Materials (not including credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Credit card information is always encrypted during transfer over networks.
- The Terms of Service may be available in languages other than English. To the extent of any inconsistencies or conflicts between these English Terms of Service and Merchize Terms of Service available in another language, the most current English version of the Terms of Service at https://www.Merchize.com/terms will prevail.
- All the terms and provisions of the Terms of Service shall be binding upon and inure to the benefit of the parties to the Terms of Service and to their respective heirs, successors, permitted assigns and legal representatives. Merchize shall be permitted to assign these Terms of Service without notice to you or consent from you. You shall have no right to assign or otherwise transfer the Terms of Service, or any of your rights or obligations hereunder, to any third party without Merchize prior written consent, to be given or withheld in Merchize sole discretion.
- If any provision, or portion of the provision, in these Terms of Service is, for any reason, held to be invalid, illegal or unenforceable in any respect, then such invalidity, illegality or unenforceability will not affect any other provision (or the unaffected portion of the provision) of the Terms of Service, and the Terms of Service will be construed as if such invalid, illegal or unenforceable provision, or portion of the provision, had never been contained within the Terms of Service.
- Sections 1, 3(2)-(5), 4, 6-8, 13-14, 16(9)-(11), 18, 20 and 21 will survive the termination or expiration of these Terms of Service.
4. Merchize Rights
We reserve the right to modify or terminate the Services for any reason, without notice at any time. Not all Services and features are available in every jurisdiction and we are under no obligation to make any Services or features available in any jurisdiction.
We reserve the right to refuse service to anyone for any reason at any time.
We may, but have no obligation to, remove Materials and suspend or terminate Accounts if we determine in our sole discretion that the goods or services offered via a Store, or the Materials uploaded or posted to a Store, violate our Acceptable Use Policy (“AUP”) or these Terms of Service.
Verbal or written abuse of any kind (including threats of abuse or retribution) of any Merchize customer, Merchize employee, member, or officer will result in immediate Account termination.
Merchize does not pre-screen Materials and it is in our sole discretion to refuse or remove any Materials from the Service, including your Store.
We reserve the right to provide our services to your competitors and make no promise of exclusivity in any particular market segment. You further acknowledge and agree that Merchize employees and contractors may also be Merchize customers/merchants and that they may compete with you, although they may not use your Confidential Information (as defined in Section 6) in doing so.
In the event of a dispute regarding Account ownership, we reserve the right to request documentation to determine or confirm Account ownership. Documentation may include, but is not limited to, a scanned copy of your business license, government issued photo ID, the last four digits of the credit card on file, your status as an employee of an entity, etc.
Merchize retains the right to determine, in our sole judgment, rightful Account ownership and transfer an Account to the rightful Store Owner. If we are unable to reasonably determine the rightful Store Owner, without prejudice to our other rights and remedies, Merchize reserves the right to temporarily disable an Account until resolution has been determined between the disputing parties.
We can modify, cancel or refuse the service at anytime.
In the event of an ownership dispute over a Merchize account, we can freeze the account or transfer it to the rightful owner, as determined by us.
“Confidential Information” shall include, but shall not be limited to, any and all information associated with a party’s business and not publicly known, including specific business information, technical processes and formulas, software, customer lists, prospective customer lists, names, addresses and other information regarding customers and prospective customers, product designs, sales, costs (including any relevant processing fees), price lists, and other unpublished financial information, business plans and marketing data, and any other confidential and proprietary information, whether or not marked as confidential or proprietary. Merchize’s Confidential Information includes all information that you receive relating to us, or to the Services, that is not known to the general public including information related to our security program and practices.
Each party agrees to use the other party’s Confidential Information solely as necessary for performing its obligations under these Terms of Service and in accordance with any other obligations in these Terms of Service including this Section 6. Each party agrees that it shall take all reasonable steps, at least substantially equivalent to the steps it takes to protect its own proprietary information, to prevent the duplication, disclosure or use of any such Confidential Information, other than (i) by or to its employees, agents and subcontractors who must have access to such Confidential Information to perform such party’s obligations hereunder, who each shall treat such Confidential Information as provided herein, and who are each subject to obligations of confidentiality to such party that are at least as stringent as those contained herein; or (ii) as required by any law, regulation, or order of any court of proper jurisdiction over the parties and the subject matter contained in these Terms of Service, provided that, if legally permitted, the receiving party shall give the disclosing party prompt written notice and use commercially reasonable efforts to ensure that such disclosure is accorded confidential treatment. Confidential Information shall not include any information that the receiving party can prove: (A) was already in the public domain, or was already known by or in the possession of the receiving party, at the time of disclosure of such information; (B) is independently developed by the receiving party without use of or reference to the other party’s Confidential Information, and without breaching any provisions of these Terms of Service; or (C) is thereafter rightly obtained by the receiving party from a source other than the disclosing party without breaching any provision of these Terms of Service.
Both you and Merchize agree to use the Confidential Information of the other only to perform the obligations in these Terms of Service. Confidential Information must be protected and respected.
6. Limitation of Liability
You expressly understand and agree that, to the extent permitted by applicable laws, Merchize shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses resulting from the use of or inability to use the Service.
To the extent permitted by applicable laws, in no event shall Merchize or our suppliers be liable for lost profits or any special, incidental or consequential damages arising out of or in connection with our site, our Services or these Terms of Service (however arising including negligence). You agree to indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, Merchize partners, officers, directors, agents, employees, and suppliers harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your breach of these Terms of Service or the documents it incorporates by reference (including the AUP), or your violation of any law or the rights of a third party.
Your use of the Services is at your sole risk. The Services are provided on an “as is” and “as available” basis without any warranty or condition, express, implied or statutory.
Merchize does not warrant that the Services will be uninterrupted, timely, secure, or error-free.
Merchize does not warrant that the results that may be obtained from the use of the Services will be accurate or reliable.
Merchize does not warrant that the quality of any products, services, information, or other materials purchased or obtained by you through the Services will meet your expectations, or that any errors in the Services will be corrected.
We are not responsible if you break the law, breach this agreement or go against the rights of a third party, especially if you get sued.
Service is “as is” so it may have errors or interruptions and we provide no warranties and our liability is limited.
7. Waiver and Complete Agreement
The failure of Merchize to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. The Terms of Service, including the documents it incorporates by reference, constitute the entire agreement between you and Merchize and govern your use of the Services and your Account, superseding any prior agreements between you and Merchize (including, but not limited to, any prior versions of the Terms of Service).
If Merchize chooses not to enforce any of these provisions at any time, it does not mean that we give up that right later.
These Terms of Service make up the agreement that applies to you. This means that any previous agreements between you and Merchize don’t apply if they conflict with these terms.
8. Intellectual Property and Customer Content
We do not claim any intellectual property rights over the Materials you provide to the Merchize Service. All Materials you upload remains yours. You can remove your Merchize Store at any time by deleting your Account.
By uploading Materials, you agree: (a) to allow other internet users to view the Materials you post publicly to your Store; (b) to allow Merchize to store, and in the case of Materials you post publicly, display and use your Materials; and (c) that Merchize can, at any time, review and delete all the Materials submitted to its Service, although Merchize is not obligated to do so.
You retain ownership over all Materials that you upload to the Store; however, by making your Store public, you agree to allow others to view Materials that you post publicly to your Store. You are responsible for compliance of the Materials with any applicable laws or regulations.
Merchize shall have the non-exclusive right and license to use the names, trademarks, service marks and logos associated with your Store to promote the Service.
Anything you upload remains yours and is your responsibility.
9. Merchize Fulfillment Service
If you use Merchize’s Fulfillment Service, your access to and use of Merchize Shipping is subject to the Merchize Shipping Terms of Service, located at (a) https://www.Merchize.com/fulfillment-policy
If you use Merchize Shipping you must comply with the Merchize Fulfillment Terms of Service.
10. Payment of Fees
You will pay the Fees applicable to your subscription to Online Service (“Subscription Fees”) and any other applicable fees, including but not limited to applicable fees relating to the value of sales made through your Store when using all payment providers other than Merchize Payments (“Transaction Fees”), and any fees relating to your purchase or use of any products or services. Together, the Subscription Fees, Transaction Fees and the Fulfillment Fees are referred to as the “Fees”.
You must keep a valid positive balance with us to pay for all incurred and recurring Fees. Merchize will continue to charge the Authorized Payment Method for applicable Fees until the Services are terminated, and any and all outstanding Fees have been paid in full. Unless otherwise indicated, all Fees and other charges are in U.S. dollars, and all payments shall be in U.S. currency.
Subscription Fees are paid in advance and will be billed in 30 day intervals (each such date, a “Billing Date”). Transaction Fees, Fulfillment fees and Additional Fees will be charged from time to time at Merchize’s discretion and fulfillment service only work if the fulfillment fees are charged in full. You will be charged on each Billing Date for all outstanding Fees that have not previously been charged. Fees will appear on an invoice, which will be found on the Billing page. Users have approximately two weeks to bring up and settle any issues with the billing of Subscription Fees.
If we are not able to process payment of Fees, we will make a second attempt to process payment using any Authorized Payment Method several days later, at Merchize’s discretion. If the second attempt is not successful, we will make a final attempt after a few days following the second attempt, at Merchize’s discretion. If our final attempt is not successful, we may suspend and revoke access to your Account and the Services. Your Account will be reactivated upon your payment of any outstanding Fees, plus the Fees applicable to your next billing cycle. You may not be able to access your Account or your storefront during any period of suspension. If the outstanding Fees remain unpaid for 60 days following the date of suspension, Merchize reserves the right to terminate your Account.
All Fees are exclusive of applicable federal, provincial, state, local or other governmental sales, goods and services (including Goods and Sales Tax under the Goods and Services Tax Act, Chapter 117A of Singapore), harmonized or other taxes, fees or charges now in force or enacted in the future (“Taxes”).
You are responsible for all applicable Taxes that arise from or as a result of your subscription to or purchase of Merchize’s products and services. To the extent that Merchize charges these Taxes, they are calculated using the tax rates that apply based on the billing address you provide to us. Such amounts are in addition to the Fees for such products and services and will be billed to your Authorized Payment Method. If you are exempt from payment of such Taxes, you must provide us with evidence of your exemption, which in some jurisdictions includes an original certificate that satisfies applicable legal requirements attesting to tax-exempt status. Tax exemption will only apply from and after the date we receive evidence satisfactory to Merchize of your exemption. If you are not charged Taxes by Merchize, you are responsible for determining if Taxes are payable, and if so, self-remitting Taxes to the appropriate tax authorities in your jurisdiction.
For the avoidance of doubt, all sums payable by you to Merchize under these Terms of Service shall be paid free and clear of any deductions or withholdings whatsoever. Other than Taxes charged by Merchize to you and remitted to the appropriate tax authorities on your behalf, any deductions or withholdings that are required by law shall be borne by you and paid separately to the relevant taxation authority. Merchize shall be entitled to charge the full amount of Fees stipulated under these Terms of Service to your Authorized Payment Method ignoring any such deduction or withholding that may be required.
You must maintain an accurate location in the administration menu of your Merchize Store. If you change jurisdictions you must promptly update your location in the administration menu.
Merchize does not provide refunds.
A valid and positive balance is required for all stores. You will be billed for your Subscription Fees every 30 days. Any Transaction Fees or Additional Fees will be charged to your payment method. If we are not able to process payment of Fees using your payment method, we will try again. If we are unable to process payment of Fees on the second attempt, we will make a third and final attempt several days later. If payment of Fees is unsuccessful after third attempt, Merchize may freeze your store. You may be required to remit Taxes to Merchize or to self-remit to your local taxing authority. No refunds.
11. Cancellation and Termination
You may cancel your Account and terminate the Terms of Service at any time by contacting Merchize Support and then following the specific instructions indicated to you in Merchize’s response.
- Upon termination of the Services by either party for any reason:
- Merchize will cease providing you with the Services and you will no longer be able to access your Account;
- unless otherwise provided in the Terms of Service, you will not be entitled to any refunds of any Fees, pro rata or otherwise;
- any outstanding balance owed to Merchize for your use of the Services through the effective date of such termination will immediately become due and payable in full; and
- your Store website will be taken offline.
- If you purchased a domain name through Merchize, upon cancellation your domain will no longer be automatically renewed. Following termination, it will be your sole responsibility to handle all matters related to your domain with the domain provider.
- If at the date of termination of the Service, there are any outstanding Fees owing by you, you will receive one final invoice via email. Once that invoice has been paid in full, you will not be charged again.
- We reserve the right to modify or terminate the Merchize Service, the Terms of Service and/or your Account for any reason, without notice at any time. Termination of the Terms of Service shall be without prejudice to any rights or obligations which arose prior to the date of termination.
- Fraud: Without limiting any other remedies, Merchize may suspend or terminate your Account if we suspect that you (by conviction, settlement, insurance or escrow investigation, or otherwise) have engaged in fraudulent activity in connection with the use of the Services.
To initiate a termination contact Support. Merchize will respond with specific information regarding the termination process for your account. Once termination is confirmed, domains purchased through Merchize will no longer be automatically renewed. If you cancel in the middle of your billing cycle, you’ll have one last email invoice.
We may change or terminate your account at any time. Any fraud and we will suspend or terminate your account.
12. Modifications to the Service and Prices
Prices for using the Services are subject to change upon 30 days’ notice from Merchize. Such notice may be provided at any time by posting the changes to the Merchize Site (Merchize.com) or the administration menu of your Merchize Store via an announcement.
Merchize reserves the right at any time, and from time to time, to modify or discontinue, the Services (or any part thereof) with or without notice.
Merchize shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Service.
We may change or discontinue the service at anytime, without liability.
13. Beta Services
From time to time, Merchize may, in its sole discretion, invite you to use, on a trial basis, pre-release or beta features that are in development and not yet available to all merchants (“Beta Services”). Beta Services may be subject to additional terms and conditions, which Merchize will provide to you prior to your use of the Beta Services. Such Beta Services and all associated conversations and materials relating thereto will be considered Merchize Confidential Information and subject to the confidentiality provisions in this agreement. Without limiting the generality of the foregoing, you agree that you will not make any public statements or otherwise disclose your participation in the Beta Services without Merchize’s prior written consent. Merchize makes no representations or warranties that the Beta Services will function. Merchize may discontinue the Beta Services at any time in its sole discretion. Merchize will have no liability for any harm or damage arising out of or in connection with a Beta Service. The Beta Services may not work in the same way as a final version. Merchize may change or not release a final or commercial version of a Beta Service in our sole discretion.
14. Feedback and Reviews
Merchize welcomes any ideas and/or suggestions regarding improvements or additions to the Services. Under no circumstances shall any disclosure of any idea, suggestion or related material or any review of the Services, Third Party Services or any Third Party Provider (collectively, “Feedback”) to Merchize be subject to any obligation of confidentiality or expectation of compensation. By submitting Feedback to Merchize (whether submitted directly to Merchize or posted on any Merchize hosted forum or page), you waive any and all rights in the Feedback and that Merchize is free to implement and use the Feedback if desired, as provided by you or as modified by Merchize, without obtaining permission or license from you or from any third party. Any reviews of a Third Party Service or Third Party Provider that you submit to Merchize must be accurate to the best of your knowledge, and must not be illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights, or otherwise injurious to third parties or objectionable. Merchize reserves the right (but not the obligation) to remove or edit Feedback of Third Party Services or Third Party Providers, but does not regularly inspect posted Feedback.
15. DMCA Notice and Takedown Procedure
Merchize supports the protection of intellectual property and asks Merchize merchants to do the same. It’s our policy to respond to all notices of alleged copyright infringement. If someone believes that one of our merchants is infringing their intellectual property rights, they can send a DMCA Notice to Merchize’s designated agent using our form. Upon receiving a DMCA Notice, we may remove or disable access to the Materials claimed to be a copyright infringement. Once provided with a notice of takedown, the merchant can reply with a counter notification using our form if they object to the complaint. The original complainant has 14 business days after we receive a counter notification to seek a court order restraining the merchant from engaging in the infringing activity, otherwise we restore the material. For more information, see our DMCA Notice and Takedown Procedure.
Merchize respects intellectual property rights and you should too. If we receive a DMCA Notice, we may disable access or remove the allegedly infringing content from your website. If you don’t think the claim is valid, you can proceed with a counter notification.
If you believe one of our merchants is infringing your intellectual property rights, you can send Merchize a DMCA Notice. We will expeditiously disable access or remove the content and notify the merchant. Be advised that we post all notices we receive.
16. Rights of Third Parties
Save for Merchize and its affiliates, Merchize Users or anyone accessing Merchize Services pursuant to these Terms of Service, unless otherwise provided in these Terms of Service, no person or entity who is not a party to these Terms of Service shall have any right to enforce any term of these Terms of Service, regardless of whether such person or entity has been identified by name, as a member of a class or as answering a particular description. For the avoidance of doubt, this shall not affect the rights of any permitted assignee or transferee of these Terms.
Only Merchize, Merchize Users and persons accessing Merchize Services have any rights under these Terms of Service.
17. Privacy & Data Protection
Additionally, if: (a) you are established in the European Economic Area (EEA); (b) you provide goods or services to customers in the EEA; or (c) you are otherwise subject to the requirements of the EU General Data Protection Regulation, Merchize’s collection and use of personal information of any European residents is also subject to our Data Processing Addendum.
Merchize PTE. LTD.
1 RAFFLES PLACE #40-02 ONE RAFFLES PLACE SINGAPORE (048616)
27, Old Gloucester Street, WC1N 3AX, LONDON, United Kingdom