Terms of Service for Automation of BigCommerce Powered stores
Release Date: 01-AUG-2022
- Introduction
- Acceptance. By using the App or Services in any manner, you are bound
by these Terms of Service, as well as the Incorporated Terms identified below
(collectively, the "Terms"). If you do not agree to the Terms, then do not use
the App or Services. If you are accepting these Terms on behalf of a company,
organization, government, or other legal entity, you represent and warrant that
(a) you are authorized to do so, (b) the entity agrees to be legally bound by the
Terms, and (c) neither you nor the entity are barred from using the Services or
accepting the Terms under the laws of the applicable jurisdiction.
- Scope. These Terms govern your use of the App and the Services. Except
as otherwise specified, these Terms do not apply to Third-Party Products,
which are governed by their own terms of service.
- Incorporated Terms. Valuecom launches Ecommerce Stores powered by
BigCommerce. Hence the following BigCommerce policies, guidelines and
agreements ("Incorporated Terms") are hereby incorporated into, and form
an integral part of, the Terms to which you are agreeing to be bound:
- Contracting Entity. "Valuecom" means the Valuecom entity with which
you are entering into these Terms. If you have previously entered into an
agreement with a Valuecom entity, then "Valuecom" means that entity. If you
have not previously entered into an agreement with a Valuecom entity, then
"Valuecom" means the entity.
- Certain Definitions.
- a. "Order Form" or "Order" means one or more Valuecom order
forms executed by the parties for the purchase of Services and that
reference these Terms.
- b. "Services" means all Valuecom products, services, and materials
located on or accessible through the Website or otherwise described in
an Order.
- c. "Third-Party Products" means any third-party information,
website, product, service, or materials referenced in, accessible
through, or provided in connection with, the Website or Services.
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d. "Website" means the Valuecom website located at www.
Valuecom., together with all Valuecom websites and App
accessible from the Valuecom Control Panel.
- Eligibility
- Minimum Age The Services and the App are available only to persons
who are the age of majority and can form legally binding contracts under
applicable law. Without limiting the foregoing, the Services and Website are
not intended to be used by individuals under the age of 18. If you do not
qualify, please do not use the Services or access the Website.
- Registration Registration. In order to use the Services, you must establish
a Services account ("Account") by registering with Valuecom. You may be
required to submit a valid means of payment for which you are authorized to
purchase Services. You will provide true, accurate, current, and complete
information when registering for an Account and will update the information
as necessary to keep your Account and payment information current.
Valuecom reserves the right to refuse registration of, or cancel, accounts that
violate these Terms or Valuecom's Acceptable Use Policy.
- Security
- Generally You are responsible for maintaining the security of your
Account Credentials and for all Services ordered, accessed, or otherwise used
in connection with your Account Credentials and all actions taken in
association therewith. You will not share your Account Credentials with any
third party.
- Application Environment. Valuecom will provide a secure environment
(including appropriate technical, physical and organizational security
measures and safeguards) for customer data stored and processed via the
standard Valuecom App. To the extent permitted by applicable law,
Valuecom excludes and disclaims any liability related to the unauthorized use
of Customer Data, including liability due to PCI noncompliance, in the event
any PCI Compliance Condition is not satisfied.
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Restrictions
- This is an agreement for Services, and you are not granted a license to any
software by these Terms. Except as permitted and non-excludable under
applicable law, you will not, directly or indirectly: reverse engineer,
decompile, disassemble, or otherwise attempt to discover the source code,
object code, or underlying structure, ideas, or algorithms of or included in the
Services or any software, documentation or data related to the Services
("Software"); modify, translate or create derivative works based on the
Services or any Software; or copy (except for archival purposes), distribute,
pledge, assign or otherwise transfer or encumber rights to the Services or any
Software; use the Services or any Software for timesharing or service bureau
purposes or otherwise for the benefit of a third party; or remove any
proprietary notices or labels
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Intellectual Property.
- User Content..
- a. License. We do not claim any intellectual property rights over the
content you provide to Valuecom. All of your content remains yours.
When providing content using the Services (directly or indirectly), you
grant us a non-exclusive, worldwide, royalty-free, sublicensable
(through multiple tiers) right to exercise any and all copyright,
trademark, patent, publicity, moral (where permitted), database, and/or
other intellectual property rights (collectively, "IP Rights") you have
in that content or associated with your store in connection with our provision of the Services, in any media known now or developed in the
future.
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b. Representations and Warranties. Representations and Warranties.
You represent and warrant that, for all such content you provide, you
own or otherwise control all necessary rights to do so and to meet your
obligations under these Terms. You represent and warrant that such
content is accurate. You represent and warrant that use of any such
content (including derivative works) by us, our users, or others in
contract with us, and in compliance with these Terms, does not and
will not infringe any IP Rights of any third party. To the extent
permitted by applicable law, Valuecom takes no responsibility and
assumes no liability for any content provided by you or any third party.
- Valuecom Content.
- a. Restrictions All rights not expressly granted by Valuecom to you
in these Terms are hereby reserved by Valuecom. There are no implied
rights save to the extent rights cannot be excluded by applicable law.
You may not use, imitate, or copy, in whole or in part, any Valuecom
trademark, service mark, trade dress, logo, or other branding
(collectively, "Marks") without, in each instance, Valuecom's prior
written consent, in Valuecom's discretion. All permitted use of
Valuecom's Marks will inure to the benefit of Valuecom.
- b. Ownership As between the parties, the Website and Services,
including, without limitation, any and all APIs, Software,
documentation, images, video, content, logos, page headers, custom
graphics, design and user interface elements, scripts, and other
materials contained therein or provided in connection therewith, and all
modifications, enhancements, and updates thereto, as well as all IP
Rights associated with any of these materials (collectively, "Valuecom
IP") are owned by Valuecom and/or its third party sponsors, partners,
and suppliers. You have no right or license in or to the Valuecom IP
other than the right to use the Services, in compliance with the Terms,
during the applicable subscription period.
- Feedback
You may provide Valuecom with ideas, opinions, recommendations,
feedback, or advice in connection with your use of the Services
(collectively, "Feedback"). If you submit Feedback to Valuecom, you
hereby grant Valuecom an irrevocable, perpetual, transferable, nonexclusive, fully-paid-up, royalty-free, worldwide license (sublicensable
through multiple tiers) to: (a) use, copy, distribute, reproduce, modify,
create derivative works of, adapt, publish, translate, publicly perform,
and publicly display such Feedback (or any modification thereto), in
whole or in part, in any format, medium or application now known or
later developed; and (b) use, and permit others to use, Feedback in any
manner and for any purpose (including, without limitation, commercial
purposes) that Valuecom deems appropriate in its discretion
(including, without limitation, incorporating Feedback, in whole or in
part, into any technology, product or service).
- Indemnification
- Indemnification You will defend, indemnify, and hold Valuecom and its
suppliers and affiliates, and the respective directors, officers, employees and agents of each, harmless from and against any and all claims, losses, damages,
liabilities and costs (including, without limitation, reasonable attorneys' fees
and court costs) arising out of or relating to your breach of any of these Terms,
the User Content, or use by you or any third party (authorized, permitted or
enabled by you) of the Services, except to the extent the foregoing directly
result from Valuecom's own gross negligence or willful misconduct.
Valuecom reserves the right, at its own expense, to assume the exclusive
defense and control of any matter otherwise subject to indemnification by you.
This Indemnification Section will survive any termination or expiration or
these Terms.
- Discussion Areas
- No Warranty. Valuecom makes no representations or warranties with
respect to any forums, blogs, private messages, emails, or other electronic
discussion mediums made available through or in connection with the Services
(collectively, "Discussion Areas") or with respect to any information or
materials contained in the Discussion Areas. Your use of, or reliance upon,
any such information or materials is at your sole risk.
- Your Postings All information, content, or materials you post to a
Discussion Area must comply with the Acceptable Use Policy. Valuecom will
have no obligation to monitor the Discussion Areas, but may do so at its
discretion and may delete, move, or edit any information or materials in the
Discussion Areas.
- Arbitration Agreement, Class Action Waiver and Mediation.
- Purpose This Arbitration Agreement and Class Action Waiver
("Arbitration Agreement") facilitates the prompt and efficient resolution of
any disputes that may arise between you and Valuecom. For the purpose of
this Arbitration Agreement, "Valuecom" means Valuecom Infosolutions
Private Limited, and each of its parents, subsidiaries, and affiliated companies,
and each of their respective officers, directors, employees, and agents. This
Arbitration Agreement applies to these Terms and any other agreement you
may have with Valuecom.
Arbitration is a form of private dispute resolution in which parties to a contract
agree to submit their disputes and potential disputes to a neutral third person
(called an arbitrator) for a binding decision, instead of having such dispute(s)
decided in a lawsuit, in court, by a judge or jury trial. You have the right to
opt-out of this Arbitration Agreement (as explained below), which means you
would retain your right to litigate your disputes in a court, either before a
judge or jury.Please read this Arbitration Agreement carefully. It provides that
all disputes between you and Valuecom will be resolved by binding
arbitration. Arbitration replaces the right to go to court. In the absence of this
Arbitration Agreement, you may otherwise have a right or opportunity to bring
claims in a court, before a judge or jury, and/or to participate in or be
represented in a case filed in court by others (including, but not limited to,
class actions). Entering into this Arbitration Agreement constitutes a waiver of
your right to litigate claims in court and all opportunity to be heard by a judge
or jury. There is no judge or jury in arbitration, and court review of an
arbitration award is limited. The arbitrator must follow this Arbitration
Agreement and can award the same damages and relief as a court (including
attorney's fees, if otherwise authorized by applicable law).The term
"Dispute" means any dispute, claim, or controversy between you and Valuecom regarding any aspect of your relationship with Valuecom, whether
based in contract, statute, regulation, ordinance, tort (including, but not limited
to, fraud, misrepresentation, fraudulent inducement, negligence, gross
negligence or reckless behavior), or any other legal or equitable theory, and
includes the validity, enforceability or scope of this Arbitration Agreement
(with the exception of the enforceability of the Class Action Waiver clause
below). "Dispute" is to be given the broadest possible meaning that will be
enforced.WE EACH AGREE THAT, EXCEPT AS PROVIDED BELOW,
ANY AND ALL DISPUTES, AS DEFINED ABOVE, WHETHER
PRESENTLY IN EXISTENCE OR BASED ON ACTS OR OMISSIONS IN
THE PAST OR IN THE FUTURE, WILL BE RESOLVED EXCLUSIVELY
AND FINALLY BY BINDING ARBITRATION RATHER THAN IN
COURT IN ACCORDANCE WITH THIS ARBITRATION AGREEMENT.
- Pre-Arbitration Dispute Resolution For all Disputes you must first give Valuecom an
opportunity to resolve the Dispute. You must commence this process by mailing written
notification to:
Legal Department
Valuecom Infosolutions Private Limited,
90/2-B, 13th Cross, 9th Main,
Ideal Homes Layout Phase 1,
Rajarajeshwari Nagar,
Bangalore - 560 098
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That written notification must include (1) your name, (2) your address, (3) a
written description of the Dispute, and (4) a description of the specific relief
you seek. If Valuecom does not resolve the Dispute to your satisfaction within
45 days after it receives your written notification, you may pursue your
Dispute in arbitration.
- Exclusions from Arbitration/Right to Opt Out. Notwithstanding the above, you or
Valuecom may choose to pursue a Dispute in court and not by arbitration if (a) the Dispute
qualifies, it may be initiated in small claims court or equivalent in the applicable jurisdiction;
or (b) YOU OPT-OUT OF THESE ARBITRATION PROCEDURES WITHIN 30 DAYS
FROM THE DATE THAT YOU FIRST CONSENT TO THIS AGREEMENT (the "OptOut Deadline"). You may opt out of this Provision by mailing written notification to
Legal Department
Valuecom Infosolutions Private Limited,
90/2-B, 13th Cross, 9th Main,
Ideal Homes Layout Phase 1,
Behind Nimishamba Temple,
Rajarajeshwari Nagar,
Bangalore - 560 098
- Your written notification must include (1) your name, (2) your address, and
(3) a clear statement that you do not wish to resolve disputes with Valuecom
through arbitration. Your decision to opt-out of this Arbitration Provision will
have no adverse effect on your relationship with Valuecom. Any opt-out request received after the Opt-Out Deadline will not be valid and you must
pursue your Dispute in arbitration or small claims court.
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Arbitration Award The arbitrator may award on an individual basis any
relief that would be available pursuant to applicable law, and will not have the
power to award relief to, against or for the benefit of any person who is not a
party to the proceeding. The arbitrator's award will be in writing, will be
signed by the arbitrator, and will include a determination of all the questions
submitted to the arbitrator the decision of which is necessary in order to
determine the controversy. Such award by the arbitrator will be final and
binding on the parties, except for any right of appeal provided by law, and
may be entered in any court having jurisdiction over the parties for purposes
of enforcement.
- Location of Arbitration. You may initiate arbitration in the federal
judicial district that includes your address that you provide in your written
notification of Pre-Arbitration Dispute Resolution. In the event that Valuecom
initiates an arbitration, it may only do so in the federal judicial district that
includes your address that you provide in your written notification of PreArbitration Dispute Resolution or the billing address for your account.
- Payment of Arbitration Fees and Costs. Valuecom will pay all
arbitration filing fees and arbitrator's costs and expenses upon your written
request given prior to the commencement of the arbitration. You are
responsible for all additional fees and costs that you incur in the arbitration,
including, but not limited to, attorneys or expert witnesses. Fees and costs may
be awarded by the arbitrator as provided pursuant to applicable law. In
addition to any rights to recover fees and costs under applicable law, if you
provide notice and negotiate in good faith with Valuecom as provided in the
"Pre-Arbitration Dispute Resolution" Section and the arbitrator concludes that
you are the prevailing party in the arbitration, you will be entitled to recover
from Valuecom your actual and reasonable attorney's fees and costs as
determined by the arbitrator.
- Class Action Waiver. The parties agree that the arbitrator may not
consolidate more than one person's claims, and may not otherwise preside
over any form of a class or representative proceeding or claims (such as a class
action, representative action, consolidated action or private attorney general
action) unless both you and Valuecom specifically agree in writing to do so
following initiation of the arbitration. Neither you, nor any other user of the
Services, can be a class representative, class member, or otherwise participate
in a class, representative, consolidated or private attorney general proceeding
without having complied with the opt-out requirements above.
- Limitation of Procedural Rights. You understand and agree that, by
entering into this Arbitration Agreement, you and Valuecom are each agreeing
to arbitration instead of the right to a trial before a judge or jury in a public
court. In the absence of this Arbitration Agreement, you and Valuecom might
otherwise have had a right or opportunity to bring Disputes in a court, before a
judge or jury, and/or to participate or be represented in a case filed in court by
others (including class actions). You give up those rights, to the extent
permitted by applicable law. Other rights that you would have if you went to
court, such as the right to appeal and to certain types of discovery, may be
more limited in arbitration. The right to appellate review of an arbitrator's decision is much more limited than in court, and in general an arbitrator's
decision may not be appealed for errors of fact or law.
- Severability. If any clause within this Arbitration Agreement (other than
the Class Action Waiver clause above) is found to be illegal or unenforceable,
that clause will be severed from this Arbitration Agreement, and the remainder
of this Arbitration Agreement will be given full force and effect. If the Class
Action Waiver clause is found to be illegal or unenforceable, then this entire
Arbitration Agreement will be unenforceable, and the Dispute will be decided
by a court.
- Continuation. This Arbitration Agreement will survive the termination
of your contract with Valuecom and your use of the Services.
- Anti-Corruption, Export and Sanctions Compliance.
With respect to these Terms, you represent, warrant, and covenant that you:
- have not and will not violate, or cause any party to be in violation of, any
applicable anti-bribery or anti-corruption law (including, but not limited to, the
U.S. Foreign Corrupt Practices Act of 1977, as amended, the U.S. domestic
bribery statute in 18 U.S.C. 201, the U.S. Travel Act, or the UK Bribery Act
2010), anti-kickback laws, anti-money laundering and anti-terrorist financing
laws, sanctions, embargoes, export controls, import controls, anti-fraud laws,
or any other applicable law, regulation, or order (collectively, ("Applicable
ABAC Laws")
- have not and will not use or apply the Services or the Website in violation
of Applicable ABAC Laws;
- have not and will not with a corrupt, improper, or illegal intention directly
or indirectly (through third parties) pay, provide, promise, offer, authorize,
solicit, or accept any money, gift, hospitality, entertainment, favor, financial
advantage, or other thing of value to or from any individual, organization,
political party, or entity whether in the public or private sector in any country
in order to obtain, retain, or direct regulatory approvals, licenses, permits,
business, contracts, investments, sales, tax or duty assessments, import or
export clearances, foreign exchange clearances, or other advantages;
- shall cause all of your employees, officers, directors, agents, contractors,
vendors, and partners (collectively, "Relevant Parties") to comply with all of
the terms contained in this Anti-Corruption, Export and Sanctions Compliance
Section;
- are not, and will ensure that your Relevant Parties and customers are not,
(a) nationals, residents, agents or representatives of Iran, Cuba, North Korea,
Syria, the Crimea Region of Ukraine, or any other region subject to
comprehensive U.S. sanctions; (b) on the List of Specially Designated
Nationals & Blocked Persons, the Sectoral Sanctions Identifications (SSI)
List, or Foreign Sanctions Evaders List maintained by the Office of Foreign
Assets Control of the U.S. Department of the Treasury, or any other applicable
list of sanctioned, embargoed, blocked, criminal, or debarred persons
maintained by any U.S. or non-U.S. government, the European Union,
Interpol, the United Nations, the World Bank, or any other public international
organization (each such list, a "Sanctions List"); (c) an entity that is 50% or
more owned, individually or in the aggregate, directly or indirectly, by, is
controlled by (including without limitation by virtue of such person being a director or owning voting shares or interests), or acts, directly or indirectly, for
or on behalf of, any person or entity on a Sanctions List; or (d) otherwise the
target of any sanctions, suspensions, embargoes or debarment by the U.S.
government or any other government or public international organization;
- shall secure all necessary export/sanctions licenses or authorizations to the
extent applicable and necessary;
- shall implement an effective, risk-based compliance program and
necessary internal controls (including, but not limited to, conducting sanctions
screenings of your Relevant Parties and customers) to ensure compliance with
Applicable ABAC Laws and this Anti-Corruption, Export and Sanctions
Compliance Section;
- shall review and adhere to Valuecom's Company Associate Compliance
Guide if provided by Valuecom; and
- shall reasonably cooperate with Valuecom to (a) ensure compliance with
sanctions, embargoes, and other Applicable ABAC Laws and/or (b) review
and remediate actual or potential violations of sanctions or other Applicable
ABAC Laws, including, but not limited to, suspending or terminating the
supply of products or services to customers or other persons that appear on a
Sanctions List or are otherwise the target of sanctions and other similar
restrictions. A violation of the foregoing representations, warranties, or
covenants will constitute a material breach of these Terms, and, in the event of
such a violation, Valuecom may, at its sole option, terminate these Terms for
cause and without further liability or obligation on the part of Valuecom. Any
such breach will entitle Valuecom to seek to be indemnified by you and/or
obtain injunctive and other emergency or equitable relief, in addition to any
other remedies which may be available under applicable laws.
- CGA Terms.
- Modifications. Valuecom reserves the right, in its discretion, to change,
modify, add to, or remove portions of the Terms (collectively, "Changes"), at
any time. Valuecom will notify you of Changes by sending an email to the
address identified in your Account and by posting a revised version of the
Terms incorporating the Changes to its Website. Your continued use of the
Website or Services following notice of the Changes (or posting of the Terms
incorporating the Changes in the event your email address is no longer valid,
is blocked, or is otherwise not able to receive the notice) will mean that you
accept and agree to the Changes. Such Changes will apply prospectively
beginning on the date the Changes are posted to the Website.
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Term; Termination.
- a. Term. The Services will be provided to you for the duration of your
Services subscription or Order Form, unless earlier cancelled by you or
terminated by Valuecom. You may cancel your Services subscription
at any time. These Terms will automatically terminate upon the
cancellation of all of your Services subscriptions. Valuecom may
terminate these Terms or your Services subscription(s) at any time,
with or without cause, upon written notice. Valuecom will have no
liability to you or any third party because of such termination.
Termination of these Terms will terminate all of your Services
subscriptions.
- b. Effect of Termination Upon termination of these Terms by either
party for any reason, or cancellation or expiration of your Services subscriptions: (i) Valuecom will cease providing the Services; (ii) you
will not be entitled to any refunds of any subscription or usage fees, or
any other fees, pro rata or otherwise; (iii) any fees you owe to
Valuecom will immediately become due and payable in full; and (iv)
Valuecom may delete your archived data within 30 days. All sections
of the Terms that expressly provide for survival, or by their nature
should survive, will survive termination of the Terms, including,
without limitation, confidentiality, indemnification, warranty
disclaimers, and limitations of liability.
- Limitations of Liability.
- a. Excluded Damages and Theories. VALUECOM AND ITS
SUPPLIERS AND AFFILIATES ASSUME NO RESPONSIBILITY
WITH RESPECT TO YOUR OR YOUR USER'S USE OF THE
WEBSITE, SOFTWARE, OR SERVICES AND WILL NOT BE
LIABLE FOR ANY INDIRECT, CONSEQUENTIAL,
INCIDENTAL, PUNITIVE, EXTRAORDINARY, EXEMPLARY OR
SPECIAL DAMAGES, INCLUDING, WITHOUT LIMITATION
THE FOLLOWING, UNLESS PROHIBITED BY APPLICABLE
LAW, LOSS OF USE, BUSINESS INTERRUPTIONS, LOSS OF
DATA, LOSS OF PROFITS, AND LOST REVENUE, WHETHER
SUCH DAMAGES ARE ALLEGED IN TORT, CONTRACT OR
ANY OTHER LEGAL OR EQUITABLE THEORY, AND
WHETHER OR NOT Valuecom IS AWARE OF THE POSSIBILITY
OF SUCH DAMAGES.
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b. Aggregate Liability. VALUECOM AND ITS SUPPLIERS AND
AFFILIATES WILL IN NO EVENT BE LIABLE IN AGGREGATE
FOR MORE THAN THE TOTAL FEES ACTUALLY RECEIVED
BY Valuecom FROM YOU FOR THE SERVICES DURING THE 12-
MONTH PERIOD BEFORE THE CLAIM OR CAUSE OF ACTION
AROSE.
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c. Multiple Claims. Time Limits. MULTIPLE CLAIMS WILL NOT
EXPAND THIS LIMITATION. ANY CAUSE OF ACTION
ARISING OUT OF OR RELATED TO THE WEBSITE,
SOFTWARE, OR SERVICES MUST BE COMMENCED WITHIN
ONE (1) YEAR AFTER THE CLAIM OR CAUSE OF ACTION
ACCRUES, OTHERWISE SUCH CLAIM AND CAUSE OF
ACTION WILL BE PERMANENTLY BARRED.
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d. Jurisdictions; Limitations. SOME JURISDICTIONS MAY NOT
ALLOW THE EXCLUSION AND/OR LIMITATION OF
LIABILITY FOR FRAUD, WILLFUL MISCONDUCT, GROSS
NEGLIGENCE, DEATH OR PERSONAL INJURY OR FOR
CONSEQUENTIAL, INCIDENTAL, SPECIAL OR OTHER
DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS
MAY NOT APPLY TO YOU. IN SUCH EVENT, THE LIABILITY
OF Valuecom AND ITS SUPPLIERS AND AFFILIATES FOR
SUCH DAMAGES WILL BE LIMITED TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW. THIS
LIMITATIONS OF LIABILITY SECTION WILL SURVIVE ANY
TERMINATION OR EXPIRATION OF THESE TERMS.
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Disclaimers.
- a. General. YOUR USE OF THE WEBSITE, SOFTWARE, AND
SERVICES WILL BE AT YOUR OWN RISK AND ARE
PROVIDED "AS IS", "AS AVAILABLE" AND "WITH ALL
FAULTS". Valuecom AND ITS SUPPLIERS AND AFFILIATES
DISCLAIM, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ALL WARRANTIES, CONDITIONS,
REPRESENTATIONS, WHETHER STATUTORY, EXPRESS OR
IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED
WARRANTIES, CONDITIONS AND REPRESENTATIONS OF
TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, AND NON-INFRINGEMENT
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b. Specific. Valuecom MAKES NO WARRANTIES, CONDITIONS
OR REPRESENTATIONS ABOUT (i) THE ABILITY OF THE
WEBSITE, SERVICES, OR SOFTWARE TO PERFORM WITHOUT
LIMITATION OR RESTRICTION IN ANY GIVEN
ENVIRONMENT, (ii) THE ACCURACY, COMPLETENESS, OR
CONTENT OF THE WEBSITE, SERVICES, OR SOFTWARE, (iii)
THE ACCURACY, COMPLETENESS, OR CONTENT OF ANY
LINKED SITES (THROUGH HYPERLINKS, BANNER
ADVERTISING OR OTHERWISE), AND/OR (iv) THIRD-PARTY
PRODUCTS, AND Valuecom ASSUMES NO LIABILITY OR
RESPONSIBILITY THEREWITH.
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c. Third-Party Products. THE REFERENCE TO, OR
AVAILABILITY OF, THIRD-PARTY PRODUCTS IN
CONNECTION WITH THE SERVICES OR WEBSITE DOES NOT
CONSTITUTE, AND WILL NOT BE CONSTRUED AS
CONSTITUTING, AN ENDORSEMENT, AUTHORIZATION,
SPONSORSHIP, OR AFFILIATION BY OR WITH Valuecom WITH
RESPECT TO SUCH THIRD-PARTY PRODUCTS.
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d. Legal, Tax, Financial, Other Communications. NO ORAL OR
WRITTEN INFORMATION OR ADVICE OR COMMUNICATIONS
PROVIDED BY Valuecom OR ANY OF ITS EMPLOYEES WILL
CONSTITUTE PERSONAL, LEGAL, TAX OR FINANCIAL
ADVICE OR CREATE A WARRANTY, CONDITION OR
REPRESENTATION OF ANY KIND
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e. Jurisdictions; Limitations. THESE DISCLAIMERS APPLY TO
THE FULLEST EXTENT PERMITTED BY LAW AND WILL
SURVIVE ANY TERMINATION OR EXPIRATION OF THESE
TERMS. SOME JURISDICTIONS MAY NOT ALLOW THE
EXCLUSION AND/OR LIMITATION OF IMPLIED
REPRESENTATIONS, CONDITIONS OR WARRANTIES, OR
ALLOW LIMITATIONS ON HOW LONG AN IMPLIED
WARRANTY LASTS, SO THE ABOVE LIMITATIONS OR
EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH EVENT,
VALUECOM'S WARRANTIES, CONDITIONS AND
REPRESENTATIONS WILL BE LIMITED TO THE GREATEST
EXTENT PERMITTED BY APPLICABLE LAW IN SUCH
JURISDICTION.
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Confidentiality.
- a. Definition "Confidential Information" means the business,
technical and financial information disclosed to one party (the
"Receiving Party") by the other party (the "Disclosing Party") pursuant
to these Terms and includes all information marked by the Disclosing
Party as confidential and any other information, whether written or
oral, that the Receiving Party should reasonably understand is
confidential to the Disclosing Party
- b. Obligations. The Receiving Party will: (i) hold the Confidential
Information of the Disclosing Party in trust and confidence and not
disclose or release the Confidential Information to any third party
except as provided in these Terms; and (ii) not use the Confidential
Information for any purpose except for the purposes described in these
Terms. The disclosure of Confidential Information pursuant to these
Terms is not intended in any way to transfer or grant any right, title or
interest in or to such Confidential Information to the Receiving Party
unless otherwise expressly indicated by the Disclosing Party in writing.
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c. Standard of Care. The standard of care imposed on each party
pursuant to this Section will be the same degree of care as it uses to
avoid the unauthorized use, disclosure, or dissemination of its own
Confidential Information of a similar nature, but not less than a
commercially reasonable degree of care.
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d. Limitation. Each party will disclose the Confidential Information of
the other party only to those of its employees, consultants and
contractors ("Personnel") who have agreed, either as a condition of
employment, representation or in a written agreement, to be bound by
terms and conditions substantially as protective as the confidentiality
terms and conditions applicable to the Receiving Party under this
Section.
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e. Exclusions. Confidential Information excludes information that is (i)
rightfully in the Receiving Party's possession without obligation of
confidentiality prior to receipt from the Disclosing Party, (ii) a matter
of public knowledge through no fault of the Receiving Party, (iii)
rightfully furnished to the Receiving Party by a third party without
restriction on disclosure or use; or (iv) independently developed by the
Receiving Party without use of or reference to the Disclosing Party's
Confidential Information.
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f. Requests for Confidential Information. A Receiving Party may
disclose Confidential Information pursuant to a valid court order or
order of an authorized government agency, provided that (if not legally
prohibited) the Receiving Party has given the Disclosing Party prompt
notice so that the Disclosing Party will have an opportunity to defend,
limit or protect against such disclosure and the Receiving Party limits
such disclosure to only that Confidential Information subject to the
applicable order.
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g. Survival. The terms of this Section will survive for as long as the
Confidential Information remains confidential.
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Backup Storage.
-
For its own operational efficiencies and purposes, Valuecom from time to time
back up data on its servers, but is under no obligation or duty to you to do so
under these Terms or otherwise. IT IS SOLELY YOUR DUTY AND RESPONSIBILITY TO BACKUP SEPARATELY YOUR FILES AND
DATA THAT MAY RESIDE ON VALUECOM SERVERS. TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO
CIRCUMSTANCES WILL VALUECOM BE LIABLE TO YOU, YOUR
USERS, OR ANY THIRD PARTY FOR DAMAGES OF ANY KIND,
UNDER ANY LEGAL THEORY, FOR LOSS OF FILES AND/OR DATA
ON ANY VALUECOM SERVER
- No Assignment by You.
- You may not assign your rights or obligations under these Terms without the
prior written consent of Valuecom, which Valuecom may refuse in its sole
discretion. Any attempted assignment without prior written consent from
Valuecom will be deemed null and void. Valuecom may assign its rights
and/or obligations under these Terms at any time. Subject to the foregoing,
these Terms will bind and inure to the benefit of the parties, their respective
successors and permitted assigns.
- Entire Agreement.
- These Terms are the complete and exclusive statement of the mutual
understanding of the parties and supersedes and cancels all previous written
and oral agreements, communications, and other understandings relating to the
subject matter of these Terms, and any modifications must be in a writing
signed by both parties, except as otherwise provided herein.
-
Miscellaneous
- Governing Law; Jurisdiction. The BigCommerce SaaS solution is
provided by BigCommerce who are head quartered in the USA. The law that
will govern the validity and construction of these Terms and apply in any
dispute or lawsuit arising out of or relating to these Terms is as set forth in
table in the Contracting Entity Section above. YOU HEREBY CONSENT TO,
AND WAIVE ALL DEFENSES OF LACK OF PERSONAL
JURISDICTION AND FORUM NON CONVENIENS WITH RESPECT TO,
THE JURISDICTION AND VENUE OF THE FEDERAL AND STATE
COURTS LOCATED IN TEXAS (USA). The United Nations Convention on
Contracts for the International Sale of Goods will not apply to these Terms
and is hereby expressly excluded
-
Severability. I If any provision of these Terms is found to be
unenforceable or invalid, that provision will be limited or eliminated to the
minimum extent necessary so that the Terms will otherwise remain in full
force and effect and enforceable.
-
Waiver. No waiver of any provision of these Terms, nor consent by
Valuecom to the breach of or departure from any provision of these Terms,
will in any event be binding on or effective against Valuecom unless it be in
writing and signed by a duly authorized representative of Valuecom, and then
such waiver will be effective only in the specific instance and for the specific
purpose for which given.
-
Notices
- a .You consent to receive electronically any communications from
Valuecom. We may communicate with you through the email address
specified in your account or by posting notices on the Website. You
agree that all agreements, notices, disclosures and other
communications that are provided to you electronically satisfy any
requirement that such communications be in writing. All notices from us intended for receipt by you shall be deemed delivered when sent to
the email address you provide to us.
-
b. Notices to Valuecom must be sent to: trustandsafety@Valuecom.co
-
Section Headings. The section headings and titles in these Terms are for
convenience only and have no legal or contractual effect. These Terms will be
interpreted without application of any strict construction in favour of or
against you or Valuecom.
-
Independent Contractors. No agency, partnership, joint venture or
employment relationship is created by these Terms or your use of the Services,
and you do not have any authority of any kind to bind Valuecom in any
respect whatsoever.
-
Marks. Valuecom shall have the non-exclusive right and license to use
the names, trademarks, service marks and logos associated with your store(s)
to promote the Services.
-
Force Majeure. Valuecom will have no liability to you, your users, or
any third party for any failure by Valuecom to perform its obligations under
these Terms in the event that such non-performance arises as a result of the
occurrence of an event beyond the reasonable control of Valuecom, including,
without limitation, an act of war or terrorism, natural disaster, failure of
electricity supply, riot, civil disorder, or civil commotion or other force
majeure event.
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Third-Party Service Integration. Certain Third-Party Products may be
integrated with the Services. Valuecom may, in its discretion and without
liability to you, decide to no longer support such integration and migrate your
Services subscription to a different integration.
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Hosting Services. Valuecom has entered into arrangements with one or
more third parties for hosting services that are essential to the Services,
incorporated within the Services and without which the Services could not be
provided to you.