These commercebuild Service Terms and Conditions located at https://commercebuild.com/terms (these “Terms”), together with any applicable Order Document(s) and applicable Supplemental Terms (collectively, the “Agreement”), constitute a binding agreement between commercebuild and Customer under which commercebuild provides Customer access to commercebuild’s services (“Service or Services”). Customer accepts and agrees to be bound by these Terms by executing an Order Document that references these Terms or by using commercebuild’s Services.
Our Services are offered subject to your acceptance without modification of all of the terms and conditions contained herein and all other operating rules, policies (including, without limitation, applicable privacy policies) and procedures that may be published from time to time by commercebuild (collectively, the “Agreement”). You agree that we may automatically upgrade or enhance our Services, and these Terms will apply to any upgrades and enhancements.
Please read this Agreement carefully before using our Services. By accessing or using any part of our Services, you agree to become bound by the Terms of this Agreement. If you do not agree to all the Terms of this Agreement, then you may not access or use any of our Services.
- Our Services are offered for a fee. Depending on the Service, it may be a one-time fee (for example, for our FastTrack Implementation) or a recurring fee (for example, a monthly recurring fee). By using our Services, you agree to pay the associated fees, which we’ll bill or charge you for in regular intervals (such as monthly or annually), on a pre-pay basis upon invoice until you cancel or suspend our Service.
- To ensure uninterrupted service, recurring Services are automatically renewed for the same interval of time you initially selected. This means that unless you cancel a Service before the end of the applicable period, it will automatically renew, and you authorize us to invoice you or use any payment mechanism we have on record for you to collect the then-applicable fees (as well as any taxes). Recurring Services are renewed for the same interval of time you initially selected. For example, if you chose to be charged yearly, you will be charged each year.
- We may change the Plans we offer or adjust pricing for Services at any time. When applicable, we may give you advanced notice of the fee changes. If you do not agree with the fee changes, you can cancel the Service.
- If your fees are not paid for on time or if charges are disputed or reversed for any reason (for example, due to fraud or your initiating a chargeback), we may immediately cancel and/or revoke your access to the Services.
- To the extent permitted by law, or unless explicitly stated otherwise, all fees are exclusive of applicable federal, provincial, state, local or other governmental sales, goods and services, harmonized or other taxes, fees or charges now in force or enacted in the future (“Taxes”). You are responsible for payment of all applicable Taxes relating to your use of our Services, your payments, or your purchases. If we are obligated to pay or collect Taxes on the Fees you’ve paid or will pay, you are responsible for such Taxes, and we may collect payment for such Taxes.
- You will provide us with material and data in a state condition that is applicable to the service (for example allowing connection to ERP, exel spreadsheet) which is in a form requiring no additional manipulation on our part. We shall make no effort to validate this information for content, correctness, or usability.
- Use of our Service requires a certain level of knowledge in the use of Internet languages, protocols, and software. This level of knowledge varies depending on the anticipated use and desired content of your Website or Webstore.
- The following examples are offered:
- We will exercise no control whatsoever over the content of the information passing through the network, provided that it adheres to all other conditions set forth in our Terms.
- We reserve the right to police our network to verify compliance with all agreed upon Terms.
- You agree to cooperate in any reasonable investigations into your adherence to all agreed upon Terms. Failure to cooperate is grounds for immediate disablement of all accounts/Services.
- We reserve the right to disconnect any website or server deemed to present a security threat to our customers, servers, or network.
- We make no warranties or representations of any kind, whether expressed or implied for the Services we provide. We also disclaim any warranty of merchantability or fitness for a particular purpose and will not be responsible for any damages that may be suffered by you, including loss of data resulting from delays, non-deliveries or service interruptions by any cause or errors or your omissions. Use of any information obtained by way of commercebuild is at your own risk, and we specifically deny any responsibility for the accuracy or quality of information obtained through our Services. We expressly limit our damages to you for any non-accessibility time or other down time to the pro-rata monthly charge during the system unavailability.
TRADEMARKS & COPYRIGHTS
- You warrant that you have the right to use the trademarks and copyrights applicable to all content and/or products being made available through your account.
HARDWARE, EQUIPMENT, & SOFTWARE
- You are responsible for and must provide all telephone, computer access to ERP, hardware and software equipment and services necessary to access commercebuild.
- We make no representations, warranties, or assurances that the equipment will be compatible with our Services.
- This Agreement may be terminated by either party, without cause, by giving the other party 40 days written notice. We will accept termination by electronic mail. Notwithstanding the above, we may terminate Services at any time, without penalty, if you fail to comply with these Terms, including non-payment. We reserve the right to charge a reinstatement fee.
- You expressly agree that use of commercebuild Services is at your sole risk. Neither commercebuild, its employees, affiliates, agents, third party information providers, merchants licensers, or the like, warrant that commercebuild Services will not be interrupted or error free; nor do they make any warranty as to the results that may be obtained from the use of the Services or as to the accuracy, reliability, or content of any information service or merchandise contained in or provided through commercebuild, unless otherwise expressly stated in this Agreement.
- Under no circumstances, including negligence, shall commercebuild, its offices, agents or any one else involved in creating, producing or distributing commercebuild service be liable for any direct, indirect, incidental, special or consequential damages that result from the use of or inability to use the commercebuild Services; or that results from mistakes, omissions, interruptions, deletion of files, errors, defects, delays in operation, or transmission or any failure of performance, whether or not limited to acts of God, communication failure, theft, destruction, or unauthorized access to commercebuild’s records, programs, or services. You hereby acknowledge that this paragraph shall apply to all content on commercebuild Services.
- Notwithstanding the above, your exclusive remedies for all damages, losses, and causes of actions whether in contract, tort including negligence or otherwise, shall not exceed the aggregate amount which you paid during the term of this Agreement and any reasonable legal fee and court costs.
- You agree that you shall defend, indemnify, save, and hold commercebuild harmless from any and all demands, liabilities, losses, costs and claims, including reasonable attorneys’ fees, (“Liabilities”) asserted against commercebuild, its agents, its customers, servants officers and employees, that may arise or result from any service provided or performed or agreed to be performed or any product sold by you, your agents, employees or assigns. You agree to defend, indemnify and hold harmless commercebuild against Liabilities arising out of:
- any injury to person or property caused by any products sold or otherwise distributed in connection with commercebuild’s Services by you;
- any material supplied by you infringing or allegedly infringing on the proprietary rights of a third party;
- copyright or trademark infringement by you;
- any defective product which you sold.
Revisions to this Agreement will be considered agreed to by you on renewal of Service as specified in Section – Financial Arrangements.
You may not transfer this Agreement without our written consent.
These Terms constitute the entire Agreement and understanding of the parties. Any changes or modifications to these Terms thereto are agreed to by the both parties upon renewal of Services.