By signing up for a uMerchants account you are allowed to use any uMerchants services, and you are agreeing to be bound by the following terms and conditions, that we are explaining in this section.
The services offered by uMerchants under the Terms of Service include services to help you sell goods, expand your client base, be able to choose different options of purchase when you buy, compare every purchase you choose, and more benefits. Any services offered by uMerchants are referred to in these Terms of Services as “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 in our page, and if any of our terms changed, we let you know. 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 reglaments, you won’t be able to use the Services.
For any questions, please feel free to email us at: firstname.lastname@example.org
To access the Services, you must register for a uMerchants account and provide your full legal name, current address, phone number, a valid email address, and any other information indicated as required. uMerchants may reject your application for an Account, or cancel an existing Account, if any information is not correct. 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.
You confirm that you are receiving any Services provided by uMerchants for the purposes of carrying on a business activity and not for any personal, household or family purpose.
You acknowledge that uMerchants will use the email address you provide on registering an Account or as updated by you from time to time as the primary method for communication with you.
You are responsible for your own password security. uMerchants is not responsible for any loss or damage from your failure to maintain your Account password and security.
You are responsible for all activity and content by your account, for example 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.
2. Account Activation
The person signing up for the Service by opening an Account with uMerchants will be for the purposes of our Terms of Service the person who is authorized to use any corresponding Account we may issue the store owner. If you are signing up for the Services on behalf of your employer, the employer will be the store owner. To sign up on behalf of your employer you must use your employer-issued email address you represent and warrant that you have the authority to bind your employer to our Terms of Service.
uMerchants stores can only have one owner. Multiple stores can be owned by a single owner. A uMerchants store is an online store associated with a uMerchants account
uMerchants Payments Accounts
Upon completion of sign up for the Service, uMerchants will create a PayPal Express Checkout (instead we have others methods of payment) account on your behalf, using your email address. If you do not wish to keep either of the payment accounts active, it is your responsibility to deactivate them.
Based on your uMerchants pricing plan, you can create one or more 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.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.
If you purchase a domain name through uMerchants, domain registration will be preset to automatically renew each year so long as your uMerchants 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.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. Your continued use of the Services after the amended Terms of Service are posted to uMerchants’s 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.
You may not use the uMerchants 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.
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 uMerchants.
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.
4. uMerchants Rights
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.
We reserve the right to refuse services to anyone for any reason at any time.
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.
Verbal or written abuse of any kind (including threats of abuse or retribution) of any uMerchants customer, employee, member, or officer will result in immediate Account termination.
uMerchants does not pre-screen Materials and it is in our sole discretion to refuse or remove any Materials from the Service, including your Store.
We reserve the right to provide our services to your competitors and make no promise of exclusivity in any particular sector. You further acknowledge and agree that uMerchants employees and contractors may also be uMerchants customers/merchants and that they may compete with you, although they may not use your Confidential Information.
In the event of a dispute regarding Account ownership, we reserve the right to request documentation to determine or confirm Account ownership.
uMerchants reserves the right to determine, at our sole discretion and judgement, rightful Account ownership and the right to transfer an Account to the rightful Store Owner. uMerchants reserves the right to temporarily disable an Account if we are unable to determine the rightful store owner, until resolution has been determined between the disputing parties.
5. Privacy & Data Protection
6. Modifications to the Service and Prices
Prices for using the Services are subject to change upon 30 days notice from uMerchants. Such notice may be provided at any time by posting the changes to the uMerchants Site. uMerchants reserves the right at any time, and from time to time, to modify or discontinue, the Services with or without notice.
uMerchants shall not be liable to you for any modification, price change, suspension or discontinuance of the Service.
7. Intellectual Property and Customer Content
We do not claim any intellectual property rights over the Materials you provide to the uMerchants Service. All Materials you upload remains yours. You can remove your uMerchants E-commerce Store at any time by deleting your Account.
By uploading Materials, you agree to allow other internet users to view the Materials you post publicly to your Store.You retain ownership over all Materials that you upload to the Store. You are responsible for compliance of the Materials with any applicable laws or regulations.
uMerchants 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.
“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. uMerchants’s Confidential Information includes all information that you receive relating to us, or to the Services, that is not known to the general public.
Each party agrees to use the other party’s Confidential Information only as necessary for performing its obligations under these Terms of Service. 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.
9. Limitation of Liability
You expressly understand and agree that, to the extent permitted by applicable laws, uMerchants 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.
To the extent permitted by applicable laws, in no event shall uMerchants 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, uMerchants 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.
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.
uMerchants does not warrant that the Services will be uninterrupted, timely, secure, or error-free.
uMerchants does not warrant that the results that may be obtained from the use of the Services will be accurate or reliable.
uMerchants 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.
10. Waiver and Complete Agreement
The failure of uMerchants to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. The Terms of Service, including the documents it incorporates by reference, constitute the entire agreement between you and uMerchants and govern your use of the Services and your Account, superseding any prior agreements between you and uMerchants (including, but not limited to, any prior versions of the Terms of Service).
11. Intellectual Property and Customer Content
We do not claim any intellectual property rights over the Materials you provide to the uMerchants Services. All Materials you upload remain yours. You can remove your uMerchants Store at any time by deleting your Account.
By uploading Materials, you agree to allow internet users to view the Materials you post publicly to your Store, to allow uMerchants to store the materials, and in the case of Materials you post publicly, display and use your Materials; and (c) that uMerchants can, at any time, review and delete all the Materials submitted to its Service, although uMerchants is not obligated to do so.
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.
uMerchants 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.
12. Theme Choice
You may establish the appearance of your uMerchants Store with a design template from uMerchants Themes that are applicable to your plan. When you choose a Theme, you are licensed to use it for a single Store only, and we contract with the theme designers (if applicable) for a license for your store. You are free to transfer a Theme to a second one of your own Stores if you close your first Store. uMerchants gives no assurance that a particular Theme will remain available for additional stores or have support in the future.
We modify the Theme to suit your Store when your store is first initialized. uMerchants may modify the Theme where it contains, in our sole discretion, an element that violates or other provisions of the Terms of Service, even if you received the Theme in that condition. uMerchants may modify the Theme to reflect technical changes and updates as required.
Technical support for a Theme you choose will be provided by uMerchants at our discretion. After the first setup, additional change requests, updates or changes of themes may incur additional fees.
13. Payment of Fees
You will pay the Fees applicable to your subscription to Services and any other applicable fees, including but not limited to applicable fees relating to the value of sales made through your Store when using all payment providers other than uMerchants Payments (“Transaction Fees”), and any fees relating to your purchase or use of any products or services such as uMerchants Payments, POS Equipment, shipping, apps, Themes, domain names, Experts Marketplace, or Third Party Services (“Additional Fees”). Together, the Subscription Fees, Transaction Fees and the Additional Fees are referred to as the “Fees”.
You must keep a valid payment method on file with us to pay for all incurred and recurring Fees. uMerchants will charge applicable Fees to any valid payment method that you authorize (“Authorized Payment Method”), and uMerchants will continue to charge the Authorized Payment Method for applicable Fees until the Services are terminated, and any and all outstanding Fees have been paid in full. Unless otherwise indicated, all Fees and other charges are in U.S. dollars, and all payments shall be in U.S. currency.
Subscription Fees are paid in advance and will be billed in 30 day or yearly intervals (each such date, a “Billing Date”). Transaction Fees and Additional Fees will be charged from time to time at uMerchants’s discretion. You will be charged on each Billing Date for all outstanding Fees that have not previously been charged. Fees will appear on an invoice, which will be sent to the Store Owner via the email provided. As well, an invoice will appear on the Account page of your Store’s administration console. Users have approximately two weeks to bring up and settle any issues with the billing of Subscription Fees.
If we are not able to process payment of Fees using an Authorized Payment Method, we will make a second attempt to process payment using any Authorized Payment Method 3 days later. If the second attempt is not successful, we will make a final attempt 3 days following the second attempt. If our final attempt is not successful, we may suspend and revoke access to your Account and the Services. Your Account will be reactivated upon your payment of any outstanding Fees, plus the Fees applicable to your next billing cycle. You may not be able to access your Account or your storefront during any period of suspension. If the outstanding Fees remain unpaid for 60 days following the date of suspension, uMerchants reserves the right to terminate your Account.
All Fees do not include applicable federal, provincial, state, local or other governmental sales, goods and services.You are responsible for all applicable Taxes that arise from or as a result of your subscription to or purchase of uMerchants’s products and services. To the extent that uMerchants charges these Taxes, they are calculated using the tax rates that apply based on the billing address you provide to us. Such amounts are in addition to the Fees for such products and services and will be billed to your Authorized Payment Method. If you are exempt from payment of such Taxes, you must provide us with evidence of your exemption, which in some jurisdictions includes an original certificate that satisfies applicable legal requirements attesting to tax-exempt status. Tax exemption will only apply from and after the date we receive evidence satisfactory to uMerchants of your exemption. If you are not charged Taxes by uMerchants, you are responsible for determining if Taxes are payable, and if so, self-remitting Taxes to the appropriate tax authorities in your jurisdiction.
For the avoidance of doubt, all sums payable by you to uMerchants under these Terms of Service shall be paid free and clear of any deductions or withholdings whatsoever. Other than Taxes charged by uMerchants to you and remitted to the appropriate tax authorities on your behalf, any deductions or withholdings that are required by law shall be borne by you and paid separately to the relevant taxation authority. uMerchants shall be entitled to charge the full amount of Fees stipulated under these Terms of Service to your Authorized Payment Method ignoring any such deduction or withholding that may be required.
You must maintain an accurate location in the administration menu of your uMerchants Store. If you change jurisdictions you must promptly update your location in the administration menu.
uMerchants does not provide refunds.
14. Cancellation and Termination
You may cancel your Account and terminate the Terms of Service at anytime by contacting the uMerchants support team. If you purchased a domain name through uMerchants, upon cancellation your domain will no longer be automatically renewed. Following termination, it will be your sole responsibility to handle all matters related to your domain with the domain provider.
Fraud: Without limiting any other remedies, uMerchants may suspend or terminate your Account if we suspect that you (by conviction, settlement, insurance, escrow investigation, or otherwise) have engaged in fraudulent activiny in connection with the use of the Services.
15. Feedback and Reviews
uMerchants welcomes any ideas or suggestions regarding improvements or additions to the Services. Under no circumstances shall any disclosure of any idea, suggestion or related material or any review of the Services. By submitting Feedback to uMerchants, you waive any and all rights in the Feedback and that uMerchants is free to implement and use the Feedback if desired, as provided by you or as modified by uMerchants, without obtaining permission or license from you or from any third party. Any reviews of a Third Party Service or Third Party Provider that you submit to uMerchants must be accurate to the best of your knowledge, and must not be illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights, or otherwise injurious to third parties or objectionable. uMerchants reserves the right to remove or edit Feedback of Third Party Services or Third Party Providers, but does not regularly inspect posted Feedback.
16. Rights of Third Parties
Save for uMerchants and its affiliates, uMerchants Users or anyone accessing uMerchants Services pursuant to these Terms of Service, unless otherwise provided in these Terms of Service, no person or entity who is not a party to these Terms of Service shall have any right to enforce any term of these Terms of Service, regardless of whether such person or entity has been identified by name, as a member of a class or as answering a particular description. For the avoidance of doubt, this shall not affect the rights of any permitted assignee or transferee of these Terms.