Terms of Service

(Updated 10 Jan 2014) Terms of Service Shopio Ecommerce Solutions

This Agreement is between SHOPIO, 201 Mission Street, Suite 1200, San Francisco, CA 94105 USA – Libadiye Street, No70 2-3 Istanbul, Turkey (“SHOPIO”) and you (“Client”).

RESTRICTIONS ON USE OF MATERIALS

This service is owned and operated by SHOPIO. No material from www.shopio.com, www.shop.io, www.myshop.io or any Web Site owned, operated, licensed or controlled by SHOPIO may be copied, reproduced, republished, uploaded, posted, transmitted or distributed in any way unless permission has been expressly granted by SHOPIO.

By accepting the Terms and Conditions of this agreement, the Client: (a) Represents and warrants that he or she is 18 years old or older, (b) Agrees to provide true, accurate, current and complete information about the Client as prompted by the signup or registration Forms, (c) Agrees to maintain and update this information to keep it true, accurate, current and complete. If any information provided by the Client is untrue, inaccurate, not current or incomplete, SHOPIO has the right to terminate the Client’s account and refuse any and all current or future use of the service. (d) Responsible for keeping password secure. SHOPIO can not and will not be liable for any loss or damage from the client’s failure to maintain the security of account and password.

DISCLAIMER OF WARRANTIES AND LIABILITIES

The Service and Software are provided on an ‘as is’ and ‘as available’ basis without warranties of any kind, either express or implied, including but not limited to warranties and conditions of merchantability, fitness for a particular purpose and non-infringement. Neither this agreement or any documentation furnished under it is intended to express or imply any warranty, condition or representation that the online store services will be uninterrupted, timely or error-free or that the software will provide uninterrupted, timely or error free service. The security mechanism is the latest and highest incorporated in the software but can have inherent limitations and Client must determine that the Software adequately meets its requirements. Client acknowledges and agrees that any material and/or data downloaded or otherwise obtained through the use of the service is done at its own discretion and risk and that Client will be solely responsible for any damages to its computer system or loss of data that results from the download of such material and/or data.

SHOPIO and its parents, subsidiaries, affiliates, officers, directors, shareholders, employees and agents, shall not be liable, under any circumstances or legal theories whatsoever, for any loss of business, profits or goodwill, loss of use or data, interruption of business, or for any indirect, special, incidental or consequential damages of any character, even if SHOPIO is aware of the risk of such damages, that result in any way from Client’s use or inability to use the online store services or the software, or that result from errors, defects, omissions, delays in operation or transmission, or any other failure of performance of the online store services or the software. SHOPIO’s liability to Client shall not, for any reason, exceed the aggregate payments actually made by Client to SHOPIO over the course of the existing Term. Some jurisdictions do not allow the exclusion of certain warranties or liabilities, so some of the exclusions may not apply to you.

SHOPIO uses an external resource for multiple currency conversions available to most stores as an optional function. SHOPIO is not responsible for variations or fluctuations displayed through this currency converter or purchases derived from prices displayed through this currency converter. By using the currency conversion function the merchant accepts the full responsibility of the order and customer.

1. Submissions

Should the Client or any person accessing this Web Site respond with information, feedback, data, questions, comments, suggestions or the like regarding the content of (a) any document in this or any other SHOPIO Web Site or (b) any SHOPIO Software product, any such response shall be deemed not to be confidential and SHOPIO shall be free to reproduce, use, disclose and distribute the response to others without limitation. The merchant agrees that SHOPIO shall be free to use any ideas, concepts or techniques contained in the client’s response for any purpose whatsoever including, but not limited to, developing, manufacturing and marketing products incorporating such ideas, concepts or techniques.

2. No Compete Agreement

By using this Web Site the Client is gaining knowledge of SHOPIO product concepts, and therefore the merchant is agreeing that he/she will not compete with SHOPIO products in any way, the merchant is agreeing that he/she will not develop, and have not developed a competing product or similar product to SHOPIO products, apps, themes and services. More specifically, the Client is agreeing that he/she have not developed, and will not develop an Internet/Intranet commerce software product such as the shopping cart system.

3. Payments

3.1 Payments to SHOPIO are required on (a) A monthly basis subscription or (b) A yearly payment according to the payment option the Client has chosen. Non-refundable fixed payments same calendar day as the initial purchase date (after 14 days free trial has ended.) for each month or year following and paid in advance at the time of sign up or renewal. Any accrued charges will be due starting from the same calendar day as the initial purchase date of the second calendar month and will be added to the fixed amount due. Monthly and yearly subscription fees are subject to change at any time with notice from SHOPIO. The service will be billed in 30 day intervals. Users have approximately two weeks to bring up and settle any issues with the billing. When your billing period is over the Account Owner will be sent an invoice via the email provided. As well, an invoice will appear on the My Account page of your Shopio administration console.

3.2 The Client is billed under clause 3.1 above to the credit card number given to SHOPIO at the time of registration or to such other credit card number which Client shall so designate, any changes to credit cards must be provided to SHOPIO before the payment date. The owner of the credit card charged is deemed the owner of the account and therefore responsible for payment and access. The Client agrees to pay the fee if it uses the services of SHOPIO. Fees are deducted automatically from the Client credit card unless a full thirty (30) days written notice is given to cancel, yearly account fees are automatically renewed and charged unless SHOPIO is provided with thirty (30) days written notice.

3.3 Application and Use Fee. Merchant shall pay any applications fees, user fees, including but not limited to monthly fees, any taxes according to the SHOPIO’s then-applicable fee schedule. Client shall pay all amounts due to SHOPIO on the same calendar day of the due date each month. If this payment can not be made within the applicable due date, contact SHOPIO and we will decide the action to be taken on the merits of each case in accordance with clause 3.4.

3.4 Late Payments. If Merchant fails to pay any fees by the applicable due date, SHOPIO will have the right to: (a) assess late charges in an amount equal to the greater of five percent (5%) per month or the maximum allowable under applicable law; and/or (b) suspend access to any or all of the SHOPIO services and/or performance of the services provided by SHOPIO here under and/or terminate this agreement. Access to the clients store will be suspended automatically ten (15) days from the due date if the merchant fails to correct fees due to SHOPIO.

Any such suspension or termination will not relieve Client from paying any outstanding fees plus interest and late charges. Client will be responsible for any costs associated with collecting such fees including, without limitation, legal costs, attorneys fees, court costs and collection agency fees.

3.5 Taxes. Merchant will pay or reimburse SHOPIO for all sales, use, transfer, privilege, excise and all other taxes and all duties, whether international, national, state or local, however designated, which are levied or imposed by reason of the performance by SHOPIO under this agreement, excluding, however, income taxes or gross receipts taxes which may be levied against SHOPIO. Such taxes may be reflected on SHOPIO invoices.

3.6 SHOPIO offers a no obligation to purchase 14 days free trial account on a subscription plans. If within the initial 14 calendar days free trial period with SHOPIO, the client reserves the right to cancel his/her store at any time without consequence. SHOPIO will not ask for or receive credit card or payment information from the client to set up a free trial account, however, the client can at any time enter credit card payment information to start membership with SHOPIO, at this time the clients monthly subscription billing period will begin. Accourding to SHOPIO’s marketing campaigns, SHOPIO may offer Free Plans to CLIENT’s which has no subscription fees.

3.7 SHOPIO is an International company based in Turkey . All transactions are therefore charged in US dollars. Due to the constant fluctuation in exchange rates, this may result in some very small variations in the dollar value that is charged to the customer. SHOPIO cannot be held responsible for any variations in International exchange rates that may be imposed by a customer’s banking institution including additional fees.

3.8 Delivery of Software SHOPIO is not required to deliver a hard copy of any software. SHOPIO provides an access and password to it’s internet server and does not require any software downloads. Within 48 hours of a successful purchase (successful credit card payment), excluding Saturdays, Sundays and bank observed holidays, the Client will have access to create and manage the SHOPIO online store in accordance with SHOPIO’s Terms and Conditions.

6. Term and Termination

6.1 This agreement will commence on the date you or a representative on your permission ‘checks’ the ‘I ACCEPT’ box to agree to the terms and conditions and shall continue thereafter on either a month to month basis or a yearly basis depending on the contract term the client signed up to.

6.2 Termination by SHOPIO. SHOPIO shall have the right, upon notice to Client, to terminate this Agreement.

6.3 Termination by Client. The Client can cancel without notice or consequence at any time. Once the merchant has commenced with SHOPIO on a paid basis, the client will have the right, (via the provided store closure process under the ‘account and billing’ section in the admin area), to terminate this for any reason at any time. The remaining monthly or yearly payment will be forfeited by the client in full and used to keep the store open for the remaining period paid for. No refunds will be given unless an incorrect amount has been charged based on the chosen plan by customer. If you are unsure if your store has successfully closed without further payments to be taken, please contact a representative to confirm this. We do not take responsibility for unsuccessful closures if the full process was not undertaken by the client users via the admin.

6.4 Obligations upon Termination or Expiration and Non-Renewal. Upon the expiration and non-renewal or termination of this Agreement for any reason, except for non-payment: (a) Client’a access to, and use of, the SHOPIO Services will terminate; (b) SHOPIO will make available to all Client documents and other materials stored by Client on the Shopio Server; and (c) each party shall return any and all Confidential Information in its possession to the party that disclosed such Confidential Information and provide written verification of same.

6.5 Deletion of Information. Upon termination, SHOPIO reserves the right to delete from its servers, after offering to return information, any and all information contained in Client’s account, including but not limited to order processing information, mailing lists, and any Web pages generated by the Software, without liability for any loss, costs, expense or damage suffered by Client.

7. Client Obligations

7.1 The Client acknowledges and agrees that it shall be responsible for all goods and services offered at the Client’s Store, all materials used or displayed at the Store, and all acts or omissions that occur at the Store or in connection with the Client’s account or password. Certain Stores may be subject to additional requirements.

7.2 The Client agrees to display in the Store the Client’s contact information, including but not limited to Client’s company name, address, telephone number and e-mail address. The Client also agrees to update such information to keep it true, accurate, current and complete. SHOPIO will not be held responsible for incorrect billing information issued due to the Clients inaccurate information supplied to SHOPIO.

7.3 The Client represents and warrants that it has full power and authority under all relevant laws and regulations: (a) to offer and sell the goods and services offered at the Store, including but not limited to holding all necessary licenses from all necessary jurisdictions to engage in the advertising and sale of the goods or services offered at the Store; (b) The Client represents and warrants that it will accurately describe all goods and services it is proposing to sell in it’s Store. (c) To provide for credit card payment or any othe offered payment method and delivery of goods or services as specified at the Store.

7.4 The Client represents and warrants that it will not engage in any activities: (a) that constitute or encourage a violation of any applicable law or regulation, including but not limited to the sale of illegal goods or the violation of export controls or obscenity laws; (b) that defame, impersonate or invade the privacy of any third party or entity; (c)that infringe the rights of any third party, including but not limited to the intellectual property, business, contractual, or fiduciary rights of others; and, (d) that are in any way connected with the transmission of ‘junk mail’, ‘spam’ or the unsolicited mass distribution of e-mail, or with any unethical marketing practices. If the client is found to be connected in the transmission of ‘spam’ and/or ‘junk mail’ using SHOPIO’s email accounts and mail server, SHOPIO will take legal action against the client and heavy fines will be applied or email services and other services will be suspend. (e) Due to SHOPIO’s restrictions on the content of material displayed, the merchant agrees not to display any form of adult material (pornography)

7.5 SHOPIO reserves the right to refuse to host or continue to host any Store which it believes, in its sole discretion: (1) offers for sale goods or services, or uses or displays materials, that are illegal, obscene, vulgar, offensive, dangerous, or are otherwise inappropriate; (2) has substantially changed its goods or services or other material aspects of the Store from the time it was accepted; (3) has received a significant number of complaints for failing to be reasonably accessible to Customer or timely fulfill customer orders or adequately deal with customers’ warranty or service requirements; (4) has become the subject of a government complaint or investigation; or (5) has violated or threatens to violate the provisions or intent of SHOPIO.

7.6 Non-solicitation. Customer acknowledges and agrees that the employees and consultants of SHOPIO are a valuable asset to SHOPIO and difficult to replace. Accordingly, Customer agrees that, during the term of this Agreement and for a period of twelve (12) months after the expiration and non-renewal or termination of this Agreement, Customer will not solicit or attempt to solicit any employee or consultant of SHOPIO.

8. SHOPIO Will;

1. Keep all information received from the customer in its possession and treat all information as confidential regardless of when disclosed. 2. Not use the information in any way adverse to the customer’s wishes or employ any of the customer’s information in any way which would be harmful to or against the interest of the customer. 3. Not sell the customer’s information for any purpose or reason. 4. Limit access of the customer’s information to the employees and legal and financial advisors of SHOPIO and will require all employees and advisors given access to the customer’s information to sign a written binder of secrecy and non use. 5. Not be responsible for any breach of the above terms and conditions through no fault of its own or through matters that are outside of its control (as, for example, but not limited to, “hacking” by third parties) and in this respect the customer (i) releases SHOPIO, its directors, officers and employees from any claims, losses, damages, expenses and liabilities arising out of (directly or indirectly) or in connection with the said breaches and (ii) indemnifies SHOPIO, its directors, officers and employees in respect of all claims, losses, damages, expenses and liabilities which arise as a consequence of or in connection with the said breaches. 6. To the best of it’s ability, provide a working software to the client under the chosen plan with features included in chosen plan. The software is not bug free and new bugs may appear at times. Once SHOPIO has been made aware of a bug, it will attempt to rectify and correct the bug to the best of its ability. SHOPIO can not place a time frame on bug fixes or confirm that it is possible to be fixed. All bugs will be listed in order of priority and will be worked through in that order. Priority is given to bugs related to affecting sales.

9. Proprietary Rights

9.1 Software License. SHOPIO hereby grants Client a non-exclusive, non-transferable license to use the Software in object code form only on a server controlled by SHOPIO for the sole purpose of creating and maintaining Stores on such server. SHOPIO is not being granted any right to copy the Software or to use it on computers other than a server controlled by SHOPIO. Client may not use web pages or parts of web pages generated by means of the Software, other than content that originates from and is proprietary to the Client, on any server other than the servers controlled by SHOPIO without SHOPIO’s express written agreement. The Client also acknowledges and agrees that the Software is intended for access and use by means of web browsing software, and that SHOPIO does not commit to support any particular browsing platform. SHOPIO reserves the right at any time to revise and modify the Software, release subsequent versions thereof and to alter features, specifications, capabilities, functions, and other characteristics of the Software, without notice to the Client. If any revision or modification to the Software materially changes Client’s ability to conduct business, Client’s sole remedy is to elect to not renew the SHOPIO account.

9.2 SHOPIO Intellectual Property. The Client acknowledges and agrees that content available from SHOPIO or the Service, including but not limited to text, software, music, sound, logos, trade marks, service marks, photographs, graphics, or video, is protected by copyright, trade mark, patent, or other proprietary rights and laws, and may not be used in any manner other than on the same restricted basis as specified for the Software in Section 7.1 above and for the purposes of this Agreement.

10. Maintenance and Support

10.1 Client can obtain assistance with any technical difficulty that may arise in connection with Client’s utilization of the Software or Online Store Services by requesting assistance by email or via our support center technical team. SHOPIO reserves the right to establish limitations on the extent of such support, and the hours at which it is available.

10.2 SHOPIO makes all attempt to keep software up to date with all integrations, however, as external companies can make changes at any time, SHOPIO will not be held responsible for updating integrations in a timely manner although all attempts will be made to shedule upgrades at earliest convenience.

11. Changes to this Agreement

SHOPIO will occasionally update this agreement. When we do, we will also revise the ‘last updated’ date at the top of the Agreement statement. This agreement constitutes the entire agreement between the parties as to its subject matter to the exclusion of any prior agreement whether written or oral express or in any way implied. The construction, validity and performance of this agreement shall be governed in all respects by the law of Turkey and the parties agree to submit to the exclusive jurisdiction of the Courts of Turkey. If any provision of this agreement is held to be invalid or unenforceable for any reason it shall be severable and shall not affect the remaining provisions of this agreement. References to any party to this agreement shall be deemed to be references to or include as appropriate there respective successors and permitted assigns.

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