Terms of Service

Last Updated: Nov 11, 2024

Welcome to Commerzeo!

These Terms of Service (the “Terms”) govern your access to and use of the templates, products, applications, tools, services, and features (collectively, the “Services”) provided by Commerzeo, including, without limitation, during free trials, on the websites and associated domains. By creating an account, accessing, or using our Services, you agree to be bound by these Terms. If you do not agree to these Terms, please do not use our Services.

1. Definitions

“Company,” “we,” “our,” or “us” refers to Commerzeo.

“Service(s)” refers to the platform that merchants use to centralize their commerce operations. This platform offers a suite of tools for merchants to create and customize online stores, sell across various channels (including web, mobile, social media, online marketplaces, and other online venues referred to as “Online Services”), and conduct in-person transactions (“POS Services”). It also enables merchants to manage products, inventory, payments, fulfillment, shipping, business operations, marketing, and customer engagement. All services provided by Commerzeo are collectively referred to as the “Service(s)” in these Terms of Service. Any new features or tools added to the existing Services will also be governed by these Terms of Service.

“User,” “you,” or “your” refers to any individual or business entity that accesses or utilizes the platform, whether for personal or commercial purposes. This includes both account holders and non-account holders who engage with the platform’s features and services. A “User” may encompass merchants who sell products or services, their representatives, or any other individual authorized to act on behalf of a business entity. Users agree to abide by the Terms of Service and are responsible for complying with all applicable laws and regulations when utilizing the platform.

“Customer” refers to any individual or entity that interacts with a User (such as a merchant) through the platform, typically for the purpose of purchasing products or services. A Customer may access the platform via various sales channels, including online stores, mobile applications, in-person point-of-sale locations, or other mediums facilitated by the platform. Customers are subject to the applicable policies and terms set by the User but are not bound by these Terms of Service directly unless otherwise specified.

2. Acceptance of Terms

By registering, accessing, or using the Service, you agree to these Terms, along with our Privacy Policy. If you are using the Service on behalf of an organization, you represent that you have the authority to bind the organization to these Terms.

3. Modifications to Terms

We reserve the right to amend or modify these Terms of Service at any time. In the event of such modifications, we will provide notice by updating the “Last Updated” date at the beginning of these Terms. Your continued use of the Service following any modifications shall constitute acceptance of the revised Terms. We encourage you to review these Terms periodically to stay informed of any changes.

4. Eligibility

To use the Service, you must be at least 18 years old and capable of entering into legally binding contracts. By using the Service, you represent that you meet this eligibility requirement.

5. Account Registration and Responsibilities

5.1 Account Registration and Use of Services

  1. Access to and use of the Services requires registration for an account with Commerzeo (“Account”). To complete registration, you are required to provide your full legal name, business address, phone number, a valid email address, and any other information deemed necessary. Commerzeo reserves the right, in its sole discretion, to reject any application for an Account or to terminate an existing Account for any reason.
  2. By registering, you hereby confirm that you are obtaining Services provided by Commerzeo exclusively for the purposes of conducting business activities and not for personal, household, or family use. You acknowledge that Commerzeo shall utilize the email address provided upon Account registration, or as updated by you, as the primary method of communication (“Primary Email Address”). It is your responsibility to monitor the Primary Email Address, which must support both sending and receiving messages. Communications from Commerzeo can only be authenticated when sent to and received from your Primary Email Address.
  3. You are solely responsible for the security of your Account credentials, including your password. Commerzeo disclaims any liability for any loss or damage resulting from your failure to secure your Account and password. Commerzeo reserves the right to implement additional security measures at any time and to modify security requirements at its discretion.
  4. Technical support related to the Services is available solely to Commerzeo Users. Inquiries regarding these Terms of Service should be directed to Commerzeo Support.

5.2 Restrictions on Use of Services

  1. You agree not to reproduce, duplicate, copy, sell, resell, or otherwise exploit any portion of the Service, or use of or access to the Services, without Commerzeo’s express written consent.
  2. You further agree not to bypass, circumvent, or otherwise compromise any technical limitations of the Services. This includes processing orders outside of Commerzeo’s checkout system, utilizing any tool to enable features or functionalities otherwise disabled within the Services, or attempting to decompile, disassemble, or reverse-engineer the Services.
  3. You agree not to access or monitor any materials or information from the Services using any automated means, including but not limited to robots, spiders, scrapers, or similar tools.

5.3 Transmission of Materials

You understand that your Materials may be transmitted in an unencrypted form and may involve (a) transmissions over various networks and (b) modifications to conform to technical requirements of connecting networks or devices. “Materials” refers to any trademarks, copyrighted content, products or services you offer through the Services (including descriptions and pricing), as well as any photos, images, videos, graphics, text, audio files, code, information, or other data provided or made available by you or your affiliates to Commerzeo or its affiliates.

5.4 Store Owner

  1. Subject to Section 5.5, the individual registering for the Service by establishing an Account will be deemed the contracting party (“Store Owner”) for the purposes of these Terms of Service and shall be the party authorized to access and use any related Account provided by Commerzeo in connection with the Service. The Store Owner is responsible for ensuring that their name (or, if applicable, the legal name of the entity owning the Store) is prominently displayed on the Store’s website.
  2. If you are registering for the Services on behalf of your employer, your employer shall be considered the Store Owner. In such cases, you are required to use an email address issued by your employer and affirm that you possess the authority to bind your employer to these Terms of Service.
  3. Each Commerzeo Store is limited to a single Store Owner. A Store Owner may operate multiple Stores. By creating an Account, you agree to use Commerzeo Checkout as the checkout solution for your store. “Store” refers to any online store (whether hosted by Commerzeo or on an external website) or any storefront built on the Storefront API, as well as any physical retail location associated with the Account.

5.5 Users Accounts

  1. Under your Commerzeo pricing plan, you may establish one or more user accounts (“Users Accounts”) to permit additional individuals to access the Account. Each user Account requires a full legal name and valid email address.
  2. The Store Owner may configure permissions within Users Accounts, enabling others to access certain business information while restricting access to sensitive areas (e.g., limiting access to sales data on the Reports page or preventing Staff Accounts from modifying general store settings).
  3. The Store Owner bears responsibility for (a) ensuring that employees, agents, and subcontractors, including those accessing the Account through Staff Accounts, adhere to these Terms of Service, and (b) any breach of these Terms of Service by employees, agents, or subcontractors of the Store Owner.
  4. The Store Owner acknowledges and agrees to assume full responsibility for fulfilling all obligations under the Agreement, whether or not any obligations are sublicensed or subcontracted to third parties, including affiliates or subsidiaries of the Store Owner.
  5. The Store Owner and all individuals operating under user Accounts are collectively referred to as “Commerzeo Users.”

5.6 Account Security

You are responsible for maintaining the confidentiality of your login credentials and for all activities that occur under your account. Please notify us immediately of any unauthorized use or suspected breach of security. Commerzeo is not liable for any loss or damage resulting from unauthorized access to your account.

5.7 Account Termination

  1. The term of these Terms of Service (“Term”) begins on the date you complete registration for use of the Service and will continue until terminated by either you or Commerzeo, as outlined below.
  2. You may terminate your Account and these Terms of Service at any time by contacting Commerzeo Support and following the termination instructions provided in Commerzeo’s response.
  3. Commerzeo may, at its sole discretion and without prior notice (unless otherwise required by law), suspend or terminate your Account or these Terms of Service at any time for any reason. This includes, but is not limited to, circumstances where Commerzeo suspects fraudulent activity by you related to your use of the Services, whether through conviction, settlement, investigation, or otherwise. Termination of these Terms of Service shall not affect any rights or obligations that accrued prior to termination.
  4. Upon termination of the Services by either party for any reason:
    1. Commerzeo will cease providing the Services, and you will lose access to your Account;
    2. Unless otherwise stated in these Terms of Service, you will not be entitled to any refunds of Fees, whether on a prorated basis or otherwise;
    3. Any outstanding balance owed to Commerzeo for your use of the Services up to the effective date of termination will become immediately due and payable in full; and
    4. Your Commerzeo Store will be taken offline.
  5. If you purchased a domain name through Commerzeo, automatic renewal of the domain will cease upon cancellation. Following termination, you will be solely responsible for managing all domain-related matters with the domain provider.
  6. If any Fees remain outstanding as of the termination date, Commerzeo will send you a final invoice via email. Once this invoice is paid in full, no further charges will be applied.

6. Use of the Service

6.1 License

Commerzeo grants you a limited, non-exclusive, non-transferable, and revocable license to access and use the Service solely for your business purposes, subject to these Terms.

6.2 Prohibited Conduct

You agree not to:

  1. Use the Service to engage in any activities that are illegal, unlawful, or otherwise in violation of any applicable federal, state, local, or international laws, regulations, or ordinances. This includes, but is not limited to, using the Service for fraudulent transactions, money laundering, unauthorized distribution of copyrighted materials, trafficking in illegal goods or services, dissemination of harmful or abusive content, or any other activity that is prohibited under relevant legal statutes or that infringes upon the rights of others. You acknowledge that any use of the Service for unlawful purposes constitutes a breach of these Terms of Service.
  2. Use any trademarks, logos, or service marks of Commerzeo, whether registered or unregistered, including but not limited to the word mark “Commerzeo” and the “C” logo, unless expressly authorized in writing by Commerzeo. You further agree not to use or adopt any marks that could be deemed confusingly similar to the Commerzeo Trademarks. Any variations or misspellings of the Commerzeo Trademarks shall likewise be deemed confusingly similar to the Commerzeo Trademarks.
  3. Attempt to reverse-engineer, decompile, disassemble, or otherwise tamper with or modify any component, feature, or functionality of the Service. This includes any effort to access the Service’s underlying source code, algorithms, or other proprietary technology by any means not expressly permitted by Commerzeo. Such actions are strictly prohibited and constitute a violation of these Terms of Service.
  4. Under any circumstances, access, attempt to access, or use another user’s account, credentials, data, or personal information without that user’s explicit authorization and prior written consent from Commerzeo. This includes, but is not limited to, actions such as logging into another user’s account, utilizing another user’s login credentials, attempting to retrieve another user’s password or security information, or otherwise interfering with another user’s account access, privacy, or security settings. Unauthorized access to any user account is strictly prohibited, as it compromises user privacy, violates data protection laws, and constitutes a serious breach of these Terms of Service. Any such action may result in immediate suspension or termination of your Account and could subject you to civil or criminal liability.
  5. Purchase, register, or use search engine or pay-per-click keywords (such as Google Ads), trademarks, email addresses, social media names, or domain names (including, without limitation, top-level domains, sub-domains, and page URLs) that incorporate or include “Commerzeo” or Commerzeo Trademarks, or any terms likely to cause confusion with the Commerzeo Trademarks.
  6. Transmit, upload, distribute, or otherwise make available through the Service any viruses, malware, spyware, ransomware, or other harmful, disruptive, or malicious code, software, or programs. This includes any files or content intended to interrupt, damage, destroy, or limit the functionality of any software, hardware, network, or equipment associated with the Service or used by other users. Any attempt to compromise the security, functionality, or integrity of the Service by introducing harmful code constitutes a severe violation of these Terms of Service and may result in the immediate suspension or termination of your Account, as well as potential civil or criminal liability.
  7. Engage in any activity that may interfere with, disrupt, damage, or place an undue burden on the Service, its servers, networks, or any infrastructure or systems supporting its operation. This includes, but is not limited to, actions such as overloading servers, executing denial-of-service (DoS) attacks, engaging in network spamming, deploying automated bots, or attempting to bypass any security measures protecting the Service. Any activity that compromises or threatens the stability, functionality, or performance of the Service is strictly prohibited and constitutes a breach of these Terms of Service. Such actions may result in immediate termination or suspension of your Account and may subject you to further civil or criminal liability.

6.3 User-Generated Content

6.3.1 License to Materials

While Commerzeo does not claim ownership of the Materials you provide, you hereby grant Commerzeo a license to use these Materials. By submitting such Materials in connection with the Services, you grant Commerzeo a non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to host, use, distribute, modify, operate, copy, store, publicly perform, communicate to the public (including through telecommunication), broadcast, reproduce, make available, display, translate, and create derivative works based on the Materials. This license authorizes Commerzeo to operate, provide, and promote the Services and to fulfill its obligations and exercise its rights under these Terms of Service. You represent and warrant that you hold all rights necessary to grant this license, and you irrevocably waive any moral rights in the Materials in favor of Commerzeo. This waiver may be exercised by any party to whom Commerzeo may transfer or grant rights in the Materials, including via license or sublicense.

6.3.2 Ownership of Materials

Ownership of the Materials remains with you if you held such ownership prior to providing them to Commerzeo, subject to any rights or licenses granted under these Terms of Service or elsewhere. You may remove your Commerzeo Store by deleting your Account at any time; however, this removal does not terminate any rights or licenses granted to Commerzeo that are necessary for Commerzeo to exercise any rights or fulfill obligations that arose during the Term.

6.3.3 Review and Deletion of Materials

You acknowledge and agree that Commerzeo reserves the right, at its sole discretion, to review and delete any or all Materials submitted to the Services. Commerzeo, however, is under no obligation to undertake such review or deletion.

6.3.4 License to Trademarks

You hereby grant Commerzeo a non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to use the names, trademarks, service marks, and logos associated with your Store (“Your Trademarks”) to operate, provide, and promote the Services and to fulfill its obligations and exercise its rights under these Terms of Service. This license shall survive termination of these Terms to the extent required for Commerzeo to exercise any rights or fulfill any obligations arising during the Term.

7. Payment, Fees and Taxes

7.1 Authorized Payment Method

You agree to maintain a valid payment method, such as a credit card, on file to facilitate payment of all Fees, including Subscription Fees, Transaction Fees, and any Additional Fees applicable to your Store. Subscription Fees will be billed in 30-day intervals. Any Transaction Fees or Additional Fees will be charged to the designated payment method as they arise. Should Commerzeo be unable to process the Fees through your payment method, it may attempt to process the Fees again. If, after 28 days, Commerzeo remains unable to collect payment, your Store may be temporarily suspended. You are solely responsible for all applicable Taxes related to your Store or use of the Services. These Taxes may be remitted either to Commerzeo or directly to your local tax authorities. No refunds will be issued.

7.2 Payment of Fees

You agree to pay all applicable Fees associated with your subscription to Commerzeo’s Online Service and/or POS Services (“Subscription Fees”) and any other fees that may apply, including, but not limited to, fees based on the value of sales made through your Store when using payment providers other than Commerzeo Payments (“Transaction Fees”) and fees for additional products or services such as Commerzeo Payments, POS Equipment, shipping, apps, themes, domain names, the Experts Marketplace, or Third-Party Services (“Additional Fees”). Together, these fees—Subscription Fees, Transaction Fees, and Additional Fees—are referred to collectively as the “Fees.”

7.3 Billing and Authorized Payment Method

You must retain a valid payment method on file for the payment of all incurred and recurring Fees. Commerzeo will charge all applicable Fees to an Authorized Payment Method of your choice, and these charges will continue until the Services are terminated and all outstanding Fees are paid in full. Unless otherwise specified, all Fees are stated and payable in U.S. dollars.

7.4 Billing Schedule

Subscription Fees are billed in advance on a 30-day cycle (each cycle’s start date being a “Billing Date”). Transaction Fees and Additional Fees may be charged at Commerzeo’s discretion as they are incurred. Any outstanding Fees not previously billed will be charged on the next Billing Date. Invoices detailing Fees will be sent to the Store Owner at the Primary Email Address on file and will also appear on the Account page of the Store’s administrative console. Store Owners have approximately two weeks to address and resolve any billing discrepancies related to Subscription Fees.

7.5 Suspension for Non-Payment

In the event that Fees cannot be processed through an Authorized Payment Method, Commerzeo may make subsequent attempts to collect payment. If, after 28 days, payment remains unsuccessful, Commerzeo may suspend and revoke access to the Account and Services. Access will be restored only upon payment of all outstanding Fees plus those applicable to the upcoming billing cycle. During suspension, access to the Account and storefront may be restricted. If Fees remain unpaid for 60 days following suspension, Commerzeo reserves the right to terminate the Account in accordance with Section 5.7.

7.6 Taxes

All Fees are exclusive of any federal, provincial, state, local, or other governmental taxes, including sales, goods and services, harmonized, or other taxes, charges, or fees now in force or introduced in the future (“Taxes”).

7.6.1 Responsibility for Taxes

You are responsible for all applicable Taxes arising from or related to your subscription to or purchase of Commerzeo’s products and services. If Commerzeo charges such Taxes, they will be calculated based on the billing address you have provided and will be billed to your Authorized Payment Method in addition to the Fees for services or products.

7.6.2 Tax Exemption

If you qualify for tax exemption, you must provide Commerzeo with proof of such exemption, which may include, in certain jurisdictions, an original certificate meeting the legal requirements for tax-exempt status. Tax exemptions will be effective only from the date Commerzeo receives satisfactory proof of exemption. If Commerzeo does not charge you for Taxes, you are responsible for determining if such Taxes apply and, if so, for remitting them to the relevant tax authorities in your jurisdiction.

7.6.3 No Withholdings

For clarity, all sums payable by you under these Terms of Service are to be made free and clear of any deductions or withholdings. Except for any Taxes that Commerzeo collects and remits to the appropriate tax authorities on your behalf, you are responsible for any legally required deductions or withholdings, which must be paid separately to the relevant authority. Commerzeo reserves the right to charge the full amount of Fees specified under these Terms to your Authorized Payment Method, without any adjustment for deductions or withholdings.

7.6.4 Seller Tax Obligations

You are solely responsible for determining, collecting, withholding, reporting, and remitting any applicable taxes, duties, fees, surcharges, and additional charges that arise from sales conducted through your Commerzeo Store or your use of the Services. Commerzeo is not a marketplace, and any contract of sale made via the Services is directly between you and your customer.

7.7 Accurate Location Information

You agree to maintain an accurate location on the administrative console of your Commerzeo Store. Should you change jurisdictions, you must promptly update your location within the administrative console.

7.8 No Refunds Policy

Commerzeo does not provide refunds.

8. Limitation of Liability and Indemnification

  1. You acknowledge and agree that, to the fullest extent permitted by applicable law, Commerzeo and its suppliers shall not be liable for any direct, indirect, incidental, special, consequential, or exemplary damages, including, but not limited to, damages for lost profits, goodwill, data, or other intangible losses, arising from or related to your use or inability to use the Service or these Terms of Service, regardless of the cause of action, including but not limited to negligence.
  2. You agree to indemnify, defend, and hold harmless Commerzeo and, where applicable, its parent company, subsidiaries, affiliates, partners, officers, directors, agents, employees, and suppliers from and against any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising from: (a) your breach of these Terms of Service or any documents incorporated by reference (including the Acceptable Use Policy); (b) your violation of any law or the rights of a third party; or (c) any transaction conducted between you and your customer, including but not limited to refunds, fraudulent transactions, or alleged or actual violations of applicable laws, including Federal and State consumer protection laws.
  3. Responsibility for Affiliates, Agents, and Subcontractors: You agree that you will be fully responsible for any breach of these Terms of Service by your affiliates, agents, or subcontractors, as if the breach were your own.
  4. Disclaimer of Warranties: You expressly acknowledge and agree that your use of the Services is at your own risk. The Services are provided on an “as is” and “as available” basis, without any warranties or conditions of any kind, whether express, implied, or statutory.
    1. No Warranty of Uninterrupted Service: Commerzeo does not warrant that the Services will be uninterrupted, timely, secure, or free from errors.
    2. No Warranty of Accuracy: Commerzeo makes no warranty as to the accuracy or reliability of results that may be obtained from your use of the Services.
    3. No Responsibility for Tax Obligations: Commerzeo is not liable for any of your tax obligations or liabilities related to your use of the Services.
    4. No Warranty of Product Quality: Commerzeo does not warrant that the quality of any products, services, information, or other materials obtained through the Services will meet your expectations or that any errors in the Services will be corrected.
  5. You acknowledge that Commerzeo’s liability to you is limited as described in this section, and that Commerzeo makes no warranties, express or implied, beyond what is expressly stated in these Terms.

9 Other Services

9.1 Commerzeo Shipping

You may purchase shipping labels through your Commerzeo administrative console (“Commerzeo Shipping”) for the delivery of goods sold via your Commerzeo Store. In addition to these Terms of Service, your access to and use of Commerzeo Shipping is governed by the Commerzeo Shipping Terms of Service, available at the following links based on your shipping origin:

https://www.commerzeo.com/legal/terms-shipping-ca

9.2 SMS Services and SMS Advertising

The Services enable you to communicate with your customers via short message service (SMS) messaging, such as order confirmations or promotional notifications (“SMS Services”). By using the SMS Services, you agree to adhere to these Terms of Service, Twilio’s Acceptable Use Policy (as may be amended from time to time), any other applicable third-party terms, and all relevant laws and regulations governing SMS messaging in both the jurisdiction from which the messages are sent and where they are received.

Terms of SMS Advertising Use

  1. Obtain prior express consent from recipients, as required by law, before sending any promotional or marketing SMS messages.
  2. Provide customers with clear opt-in and opt-out options, allowing them to consent to or withdraw from receiving SMS communications at any time.
  3. Clearly identify yourself as the sender and ensure that the SMS content accurately represents your business and complies with applicable advertising and consumer protection laws.
  4. Only send SMS messages to customers who have expressly opted in to receive such communications, and avoid unsolicited messaging.
  5. Maintain records of consents received for SMS marketing for audit or regulatory purposes, as required by applicable law.
  6. Adhere to best practices and legal regulations for SMS messaging, including volume limitations, message frequency, and content standards, to ensure non-intrusive advertising.
  7. Commerzeo reserves the right, at its sole discretion, to suspend or terminate your access to the SMS Services at any time and without prior notice, should there be a suspected violation of these terms, applicable laws, or third-party policies. This right includes but is not limited to cases involving complaints of unsolicited messages, failure to maintain necessary customer consents, or any improper use of the SMS Services that could potentially affect Commerzeo’s compliance or reputation.
  8. You acknowledge and accept full responsibility for ensuring that your use of SMS Services, including SMS advertising, complies with all applicable laws and regulations. Commerzeo disclaims any liability for fines, penalties, or other damages resulting from non-compliance with SMS-related regulations, including consumer privacy laws or restrictions on unsolicited messages.
  9. By using SMS Services, including SMS advertising, you agree to indemnify and hold harmless Commerzeo and its affiliates from any liability, claims, or expenses arising from your use of SMS Services in violation of these terms.

9.3 Domain Names

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