Last updated on: December 10, 2020

By signing up for a cartzy Account (as defined in Section 1) or by using any cartzy 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 “cartzy” means the applicable cartzy Contracting Party (as defined in Section 4 below).

The services offered by cartzy under the Terms of Service include various products and services to help you sell goods and services to buyers, whether online (“Online Services”) by enabling you to create and build your own online store, in person (“POS Services”), or both. Any such services offered by Cartzy 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 Legal Term. Cartzy reserves the right to update and change the Terms of Service by posting updates and changes to the Cartzy 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 bold 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 Cartzy or any Cartzy services, you are agreeing to these terms. Be sure to occasionally check back for updates.

1. Account Terms

1. To access and use the Services, you must register for a cartzy account (“Account”) by providing your full legal name, current address, phone number, a valid email address, and any other information indicated as required. Cartzy may reject your application for an Account, or cancel an existing Account, for any reason, in our sole discretion.

2. 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.

3. You confirm that you are receiving any Services provided by Cartzy for the purposes of carrying on a business activity and not for any personal, household or family purpose

4. You acknowledge that Cartzy 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 must monitor the primary Account email address you provide to Cartzy and your primary Account email address must be capable of both sending and receiving messages. Your email communications with Cartzy can only be authenticated if they come from your primary Account email address.

5. You are responsible for keeping your password secure. Cartzy cannot and will not be liable for any loss or damage from your failure to maintain the security of your Account and password.

6. You acknowledge that you are responsible for the creation and operation of your Cartzy Store.

7. Cartzy is not a marketplace. Any contract of sale through your Cartzy Store is directly between you and the buyer

8. 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”).

9. A breach or violation of any term in the Terms of Service, including the AUP, as determined in the sole discretion of Cartzy may result in an immediate termination of your Services.

2. Account Activation

2.1 Store Owner

1. 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. You are responsible for ensuring that the name of the Store Owner (including the legal name of the company that owns the Store, if applicable) is clearly visible on the Store’s website.

2. 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.

3. Your Cartzy Store can only be associated with one Store Owner. A Store Owner may have multiple Cartzy Stores. “Store” means the online store or physical retail location(s) associated with the Account.

2.2 Staff Accounts

1. Based on your Cartzy 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).

2. 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.

3. The Store Owner and the users under Staff Accounts are each referred to as a “Cartzy User”.

2.3 PayPal Express Checkout and Cartzy Payments Accounts

1. Upon completion of sign up for the Service, Cartzy will create a PayPal Express Checkout account on your behalf, using your email address. Depending on your location, Cartzy may also create a Cartzy Payments account on your behalf.

2. You acknowledge that PayPal Express Checkout and/or Cartzy Payments will be your default payments gateway(s) and that it is your sole responsibility as the Store Owner to activate and maintain these accounts. If you do not wish to keep either of the payment accounts active, it is your responsibility to deactivate them. For the avoidance of doubt, PayPal Express Checkout is a Third Party Service, as defined in Section 17 of these Terms of Service.

2.4 Apple Pay for Safari Account

1. Upon completion of sign up for the Service, Cartzy will create an Apple Pay for Safari (“Apple Pay”) account on your behalf, using the URL(s) and business name associated with your Account. Depending on your location, Cartzy may activate your Apple Pay account on your behalf, otherwise you will be required to activate your Apple Pay account within your Account admin. If you do not wish to keep your Apple Pay account active, it is your responsibility to deactivate it. For the avoidance of doubt, Apple Pay is a Third Party Service, as defined in Section 17 of these Terms of Service.

2. If you use an Apple Pay supported payment gateway and your customers have enabled Apple Pay on their device, customers may purchase goods and services from your Store using Apple Pay.

3. 1. By using Apple Pay on your Store, you are agreeing to be bound by the Apple Pay Platform Web Merchant Terms and Conditions, as they may be amended by Apple from time to time. If Apple amends the Apple Pay Platform Web Merchant Terms and Conditions, the amended and restated version will be posted here: https://www.Cartzy.com/legal/apple-pay. Such amendments to the Apple Pay Platform Web Merchant Terms are effective as of the date of posting. Your continued use of Apple Pay on your Store after the amended Apple Pay Platform Web Merchant Terms are posted constitutes your agreement to, and acceptance of, the amended Apple Pay Platform Web Merchant Terms. If you do not agree to any changes to the Apple Pay Platform Web Merchant Terms, de-activate your Apple Pay account and do not continue to use Apple Pay on your Store.

2.5 Google Payment

1. Upon completion of sign up for the Service, if you have been enrolled in cartzy Payments, Cartzy will also create a Google Payment account on your behalf. If you do not wish to keep your Google Payment account active, it is your responsibility to deactivate it. For the avoidance of doubt, Google Payment is a Third Party Service, as defined in Section 17 of these Terms of Service.

2. If you use a Google Payment supported payment gateway and your customers have enabled Google Payment, customers may purchase goods and services from your Store using Google Payment.

3. By using Google Payment on your Store, you are agreeing to be bound by the Google Payment API Terms of Service, as they may be amended by Google from time to time. If Google amends the Google Payment API Terms of Service, the amended and restated version will be posted here: Click Here. Such amendments to the Google Payment API Terms of Service are effective as of the date of posting. Your continued use of Google Payment on your Store after the amended Google Payment API Terms of Service are posted constitutes your agreement to, and acceptance of, the amended Google Payment API Terms of Service. If you do not agree to any changes to the Google Payment API Terms of Service, de-activate your Google Payment account and do not continue to use Google Payment on your Store.

2.6 Domain Names

1. Upon purchasing a domain name through Cartzy, domain registration will be preset to automatically renew each year so long as your Cartzy Account remains active. You acknowledge that it is your sole responsibility to deactivate the auto-renewal function should you choose to do so.

3. General Conditions

You must read, agree with and accept all of the terms and conditions contained in these Terms of Service, including the AUP, the Privacy Policy, and, if you operate a E.U. based Store, the EU Terms, before you may become a Cartzy User. Additionally, you acknowledge and agree to the Rules of Engagement for the Sale of COVID-19 Related Products if you sell such products.

1. Technical support in respect of the Services is only provided to Cartzy Users.

2. The Terms of Service shall be governed by and interpreted in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein, without regard to principles of conflicts of laws. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms of Service and is hereby expressly excluded.

3. You acknowledge and agree that Cartzy may amend these Terms of Service at any time by posting the relevant amended and restated Terms of Service on Cartzy website, available at https://cartzy.com/terms-conditions/ 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 Cartzy 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. If the EU Terms apply to your Store, then amendments to these Terms of Service will be provided in accordance with the EU Terms.

4. You may not use the Cartzy 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

5. The Cartzy API License and Terms of Use at https://www.cartzy.com/legal/api-terms govern your access to and use of the Cartzy API (as defined therein). You are solely responsible for the activity that occurs using your API Credentials (as defined in the API Terms) and for keeping your API Credentials secure.

6. 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 Cartzy.

7. You shall not purchase search engine or other pay per click keywords (such as Google Ads), or domain names that use Cartzy or Cartzy trademarks and/or variations and misspellings thereof.

8. Questions about the Terms of Service should be sent to Cartzy Support

9. 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

10. The Services allow you to send certain communications to your customers by short message service (SMS) messaging (for example, sending order confirmation notifications via SMS) (the “SMS Services”). You will only use the SMS Services in compliance with these Terms of Service, Nexmo Inc.’s Acceptable Use Policy, and the laws of the jurisdiction from which you send messages, and in which your messages are received.

11. You acknowledge and agree that your use of the Services, including information transmitted to or stored by Cartzy, is governed by its privacy policy

12. 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 Cartzy’s Terms of Service available in another language, the most current English version of the Terms of Service at https://cartzy.com/terms-conditions/ will prevail. Any disputes arising out of these Terms of Service will be resolved in English unless otherwise determined by Cartzy (acting in its sole discretion) or as required by applicable law.

13. 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. Cartzy 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 Cartzy’s prior written consent, to be given or withheld in Cartzy’s sole discretion.

14. 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

15. Sections 1, 3(2)-(5), 4, 6-8, 14-15, 17(8)-(10), 19, 21 and 22 will survive the termination or expiration of these Terms of Service.

4. Cartzy Contracting Party

If the billing address of your Store is located in the United States or Canada, this Section 4(1) applies to you:

5. Cartzy Rights

1. 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

2. We reserve the right to refuse service to anyone for any reason at any time

3. 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

4. Verbal or written abuse of any kind (including threats of abuse or retribution) of any Cartzy customer, Cartzy employee, member, or officer will result in immediate Account termination

5. Cartzy does not pre-screen Materials and it is in our sole discretion to refuse or remove any Materials from the Service, including your Store.

6. 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 Cartzy employees and contractors may also be Cartzy 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

7. 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.

8. Cartzy 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, Cartzy reserves the right to temporarily disable an Account until resolution has been determined between the disputing parties.

6. Confidentiality

1. “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. Cartzy’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.

2. 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

7. Limitation of Liability

1. You expressly understand and agree that, to the extent permitted by applicable laws, Cartzy 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.

2. To the extent permitted by applicable laws, in no event shall Cartzy 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, Cartzy 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

3. 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

4. Cartzy does not warrant that the Services will be uninterrupted, timely, secure, or error-free

5. Cartzy does not warrant that the results that may be obtained from the use of the Services will be accurate or reliable.

6. Cartzy is not responsible for any of your tax obligations or liabilities related to the use of Cartzy’s Services.

7. Cartzy 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.

8. Waiver, Severability, and Complete Agreement

The failure of Cartzy to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. If any provision of the Terms of Service, including all terms and conditions and other documents it incorporates by reference, is held by a court of competent jurisdiction to be contrary to law, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law, and the remaining provision of the Terms of Service shall remain in full force and effect.

The Terms of Service, including the documents it incorporates by reference, constitute the entire agreement between you and Cartzy and govern your use of the Services and your Account, superseding any prior agreements between you and Cartzy (including, but not limited to, any prior versions of the Terms of Service)

Intellectual Property and Customer Content

1. We do not claim any intellectual property rights over the Materials you provide to the Cartzy Service. All Materials you upload to your Cartzy Store remains yours. You can remove your Cartzy Store at any time by deleting your Account.

2. By uploading Materials, you agree: (a) to allow other internet users to view the Materials you post publicly to your Store; (b) to allow Cartzy to store, and in the case of Materials you post publicly, display and use your Materials; and (c) that cartzy can, at any time, review and delete all the Materials submitted to its Service, although Cartzy is not obligated to do so.

3. 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.

4. Cartzy 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.

10. POS Services

In addition to the terms applicable to Services generally, the following terms apply to your access and use of the POS Services. The POS Services include the Cartzy POS software (“POS Software”), the cartzy POS website, located at /pos, programs, documentation, apps, tools, internet-based services and components, Cartzy POS hardware (“POS Equipment”) and any updates thereto provided to you by Cartzy.

1. Access to and use of the POS Services requires that you have an active and valid Account.

2. If your POS Services are enabled with Cartzy Payments, you cannot concurrently use any other payment processing service. The payment gateway used for your POS Services must be the same as that used for your Online Services, if applicable

3. You can terminate your POS Services without terminating your Account or any other Services you subscribe to, and in such case, you will continue to be billed, and will pay for, the Services (other than the terminated POS Services).

4. You agree to use the POS Services in accordance with all procedures that may be provided by Cartzy from time to time

5. While the POS Services use encryption technology, and the law generally prohibits third parties from monitoring transmission, we cannot guarantee security with respect to the connection to the POS Services, and we will not be liable for any unauthorized access to or use of data transmitted via the POS Services

6. POS Equipment is purchased, and not leased. Purchase of the POS Equipment is subject to the POS Equipment Agreement, located. Upon payment by you for the POS Equipment, and confirmation to you of shipment of the POS equipment, you will acquire ownership of and title to the hardware components of the POS Equipment, and you will be licensed to access and use all POS Software installed in the POS Equipment (and any updates thereto), on a limited, non-exclusive, revocable, non-sublicensable, non-transferable basis, solely for the purposes of using the POS Services. POS Equipment is subject to our Return Policy, which can be found at Return Policy. Returns and refunds are not available for the Chip & Swipe Reader, Swipe (Audio Jack) and physical gift cards purchased from the Cartzy Hardware Store.

7. The Fees for POS Services shall be determined based on the number of locations at which you are using the POS Services. Locations are defined by business address and are used for associating orders with a specific business address. Locations are added through the Cartzy web administrative console associated with your Account. The number of locations using POS Services will also be detected by us and billed accordingly as part of your regular billing cycle. In the event of any discrepancy between the number of locations added by you through the Cartzy web administrative console and the number of locations detected by Cartzy, the number of locations detected by Cartzy shall be deemed to be correct.

Updated and effective Feb 1, 2021.
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