Shuup Terms of Service

Last updated on: October 12, 2022

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

The services offered by Shuup under the Terms of Service include various products and services to help you and your vendors sell goods and services to buyers online (“Online Services”) by enabling you to create and build your own online marketplace store. Any such services offered by Shuup are referred to in these Terms of Service 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 https://www.shuup.com/legal/terms-of-service/. Shuup reserves the right to update and change the Terms of Service by posting updates and changes to the Shuup 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.

You must read, agree with and accept all of the terms and conditions contained or expressly referenced in these Terms of Service, including Shuup’s Acceptable Use Policy (“AUP”) and Privacy Policy, and, if applicable, the Supplementary Terms of Service for E.U. Merchants (“EU Terms”), the Shuup API License and Terms of Use (“API Terms”) and the Shuup Data Processing Addendum (“DPA”) before you may sign up for a Shuup Account or use any Shuup Service. Additionally, if you offer goods or services in relation to COVID-19, you must read, acknowledge and agree to the Rules of Engagement for Sale of COVID-19 Related Products.

1. Account Terms

1. To access and use the Services, you must register for a Shuup account (“Account”) by providing your full legal name, current address, phone number, a valid email address, and any other information indicated as required. Shuup 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 Shuup for the purposes of carrying on a business activity and not for any personal, household or family purpose.
4. You acknowledge that Shuup 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 Shuup and your primary Account email address must be capable of both sending and receiving messages. Your email communications with Shuup can only be authenticated if they come from your primary Account email address.
5. You are responsible for keeping your password secure. Shuup 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 Shuup Store.
7. You acknowledge and agree to provide public-facing contact information, a refund policy and order fulfilment timelines on your Shuup Store.
8. Shuup is not a marketplace. Any contract of sale through your Shuup Store is directly between you and the buyer.
9. 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”).
10. A breach or violation of any term in the Terms of Service, including the AUP, as determined in the sole discretion of Shuup 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 Shuup Store can only be associated with one Store Owner. A Store Owner may have multiple Shuup Stores. “Store” means the online marketplace store associated with the Account.

2.2 Staff Accounts and Vendor Accounts

1. Based on your Shuup 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. You may allow third party Vendors or sellers (“End Users” or “Vendors”) to use the Service to create to create Vendor Accounts for the purpose of offering and selling products and services.
3. The Store Owner is responsible and liable for the acts, omissions and defaults arising from use of Staff Accounts and Vendors in the performance of obligations under these Terms of Service as if they were the Store Owner’s own acts, omissions or defaults.
4. The Store Owner and the users under Staff Accounts and Vendors are each referred to as a “Shuup User”.

2.3 Payment Gateways

1. Upon completion of sign up for the Services, if a payment gateway is needed, you will create your own account on your own behalf, using your email address with the payment gateway.
2. You acknowledge that the payment gateway 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 the payment accounts active, it is your responsibility to deactivate them. For the avoidance of doubt, payment gateways are a Third Party Service, as defined in Section 14 of these Terms of Service.

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 Shuup 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 Shuup Users.
2. The Terms of Service shall be governed by and interpreted in accordance with the laws of the State of Delaware and the laws of the United States 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 Shuup may amend these Terms of Service at any time by posting the relevant amended and restated Terms of Service on Shuup’s website, available at https://www.shuup.com/legal/terms-of-service/ 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 Shuup’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. 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 Shuup 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 the United States and the State of Delaware. 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 Shuup API License and Terms of Use at https://www.shuup.com/legal/api-license-and-terms-of-use/ govern your access to and use of the Shuup 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 Shuup.
7. You agree not to input, upload, transmit, or otherwise provide to or through the Services or Shuup Systems, any information or materials that are unlawful or injurious, or contain, transmit, or activate any Harmful Code.
8. You agree not to damage, destroy, disrupt, disable, impair, interfere with, or otherwise impede or harm in any manner the Services, Shuup Systems, or Shuup’s provision of services to any third party, in whole or in part.
9. You agree not to remove, delete, alter, or obscure any trademarks, Specifications, Documentation, EULA, warranties, or disclaimers, or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from any Services or Shuup Materials, including any copy thereof.
10. You agree not to access or use the Services or Shuup Materials in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Right or other right of any third party (including by any unauthorized access to, misappropriation, use, alteration, destruction, or disclosure of the data of any other Shuup customer), or that violates any applicable Law.
11. You agree not to access or use the Services or Shuup Materials for purposes of competitive analysis of the Services or Shuup Materials, the development, provision, or use of a competing software service or product or any other purpose that is to the Shuup’s detriment or commercial disadvantage.
12. You agree not to access or use the Services or Shuup Materials in, or in association with, the design, construction, maintenance, or operation of any hazardous environments, systems, or applications, any safety response systems or other safety-critical applications, or any other use or application in which the use or failure of the Services could lead to personal injury or severe physical or property damage.
13. During the Term and for one year after, you shall not assist any other Person to, directly or indirectly, recruit or solicit (other than by general advertisement not directed specifically to any Person or Persons) for employment or engagement as an independent contractor any Person then or within the prior 12 months employed or engaged by Shuup or any Subcontractor and involved in any respect with the Services or the performance of this Agreement. In the event of a violation of this, Shuup will be entitled to liquidated damages equal to the compensation paid by Shuup to the applicable employee or contractor during the prior 6 months.
14. You agree not to infringe, misappropriate, or otherwise violate any Intellectual Property Rights, or any privacy or other rights of any third party or violate any applicable Law.
15. You acknowledge and agree that you have any and all insurance required to operate your business and provide your services.
16. You acknowledge and agree that Shuup is not a party to any contracts, agreements, or communications with any of Customer’s End Users.
17. You acknowledge and agree that you are solely responsible for the operation of its business and proper use of the Services.
18. You acknowledge and agree that any portion of the Services, Software, or Deliverables viewable or accessible by third parties shall maintain the phrase “Powered by Shuup”, in all instances and with no exceptions.
19. You shall not purchase search engine or other pay per click keywords (such as Google Ads), or domain names that use Shuup or Shuup trademarks and/or variations and misspellings thereof.
20. Questions about the Terms of Service should be sent to legal@shuup.com.
21. 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.
22. The Services may 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, the policies of the 3^rd party SMS integration, and the laws of the jurisdiction from which you send messages, and in which your messages are received.
23. You acknowledge and agree that your use of the Services, including information transmitted to or stored by Shuup, is governed by its privacy policy at https://www.shuup.com/legal/privacy-policy/
24. 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 Shuup’s Terms of Service available in another language, the most current English version of the Terms of Service at https://www.shuup.com/legal/terms-of-service/ will prevail. Any disputes arising out of these Terms of Service will be resolved in English unless otherwise determined by Shuup (acting in its sole discretion) or as required by applicable law.
25. 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. Shuup 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 Shuup’s prior written consent, to be given or withheld in Shuup’s sole discretion.
26. 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.
27. Sections 1, 3(2)-(5), 4, 6-8, 11-12, 14(8)-(10), 16, 18 and 19 will survive the termination or expiration of these Terms of Service.
28. Nothing in this Agreement grants any right, title, or interest in or to (including any license under) any Intellectual Property Rights in or relating to, the Services, Shuup Materials, or Third-Party Materials, whether expressly, by implication, estoppel, or otherwise. All right, title, and interest in and to the Services, the Shuup Materials, and the Third-Party Materials are and will remain with Shuup and the respective rights holders in the Third-Party Materials.

4. Shuup Contracting Party

1. “Shuup Contracting Party” means Shuup Commerce Inc., a USA corporation, with offices located at 200 CONTINENTAL DR STE 401, NEWARK DE 19713.
2. The parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of the State of Delaware, United States with respect to any dispute or claim arising out of or in connection with the Terms of Service. 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.

5. Shuup 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 Shuup customer, Shuup employee, member, or officer will result in immediate Account termination.
5. Shuup 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 Shuup employees and contractors may also be Shuup 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. Shuup 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, Shuup 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. Shuup’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, Shuup 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 Shuup 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, Shuup 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. Shuup does not warrant that the Services will be uninterrupted, timely, secure, or error-free.
5. Shuup does not warrant that the results that may be obtained from the use of the Services will be accurate or reliable.
6. Shuup is not responsible for any of your tax obligations or liabilities related to the use of Shuup’s Services.
7. Shuup 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 Shuup 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 Shuup and govern your use of the Services and your Account, superseding any prior agreements between you and Shuup (including, but not limited to, any prior versions of the Terms of Service).

9. Intellectual Property and Customer Content

1. We do not claim any intellectual property rights over the Materials you provide to the Shuup Service. All Materials you upload to your Shuup Store remains yours. You can remove your Shuup 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 Shuup to store, and in the case of Materials you post publicly, display and use your Materials; and (c) that Shuup can, at any time, review and delete all the Materials submitted to its Service, although Shuup 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. Shuup 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. Shuup Email

You may generate or send email from your Account using the Shuup email services (the “Email Services”). In addition to the terms applicable to the Services generally (including Shuup’s Acceptable Use Policy, and Privacy Policy), the following terms apply to your access and use of the Email Services:

1. Shuup employs certain controls to scan the content of emails you deliver using the Email Services prior to delivery (“Content Scanning”). Such Content Scanning is intended to limit spam, phishing, or other malicious content that contravenes these Terms of Service, or Shuup’s Acceptable Use Policy (collectively, “Threats”). By using the Email Services, you explicitly grant Shuup the right to employ such Content Scanning. Shuup does not warrant that the Email Services will be free from Threats, and each Shuup merchant is responsible for all content generated by their respective Stores.
2. BY GENERATING OR SENDING EMAIL THROUGH THE EMAIL SERVICES, YOU AGREE TO COMPLY WITH THE FOLLOWING REQUIREMENTS (THE “EMAIL SERVICES REQUIREMENTS”). SHUUP, OR ITS THIRD PARTY PROVIDERS, MAY SUSPEND OR TERMINATE YOUR ACCESS TO AND USE OF THE EMAIL SERVICES IF YOU DO NOT COMPLY WITH THE EMAIL SERVICES REQUIREMENTS.

1. 1. Your use of the Email Services must comply with all applicable laws. Examples of applicable laws include laws relating to spam or unsolicited commercial email (“UCE”), privacy, security, obscenity, defamation, intellectual property, pornography, terrorism, homeland security, gambling, child protection, and other applicable laws. It is your responsibility to know and understand the laws applicable to your use of the Email Services and the emails you generate or send through the Email Services.
   2. Your use of the Email Services must comply with Shuup’s Privacy Policy. It is your responsibility to read and understand the Privacy Policy applicable to your use of the Email Services and the emails you generate or send through the Email Services.
   3. You will use commercially reasonable efforts not to send sensitive personal data, including information regarding an individual’s medical or health condition, race or ethnic origin, political opinions, religious or philosophical beliefs, or other sensitive data (collectively, “Sensitive Data”) through the Email Services. It is your responsibility to read and understand your obligations in relation to Sensitive Data.
   4. Your use of the Email Services must follow all applicable guidelines established by Shuup. The guidelines below are examples of practices that may violate the Email Services Requirements when generating, or sending emails through the Email Services:
      • using non-permission based email lists (i.e., lists in which each recipient has not explicitly granted permission to receive emails from you by affirmatively opting-in to receive those emails);
      • using purchased or rented email lists;
      • using third party email addresses, domain names, or mail servers without proper permission;
      • sending emails to non-specific addresses (e.g., webmaster@domain.com or info@domain.com);
      • sending emails that result in an unacceptable number of spam or UCE complaints (even if the emails themselves are not actually spam or UCE);
      • failing to include a working “unsubscribe” link in each email that allows the recipient to remove themselves from your mailing list;
      • failing to comply with any request from a recipient to be removed from your mailing list within 10 days of receipt of the request;
      • failing to include in each email a link to the then-current privacy policy applicable to that email;
      • disguising the origin or subject matter of any email or falsifying or manipulating the originating email address, subject line, headers, or transmission path information for any email;
      • failing to include in each email your valid physical mailing address or a link to that information; or
      • including “junk mail,” “chain letters,” “pyramid schemes,” incentives (e.g., coupons, discounts, awards, or other incentives) or other material in any email that encourages a recipient to forward the Email to another recipient.

3. If You or a customer knows of or suspects any violations of the Email Services Requirements, please notify Shuup at legal@shuup.com. Shuup will determine compliance with the Email Services Requirements in its discretion.
4. Shuup’s Email Services utilize Third Party Providers. Your use of the Email Services is subject to the policies of the Third Party Provider as it may be amended by the Third Party Provider from time to time.
5. Payment of Fees

1. You will pay the Fees applicable to your subscription to the Services (“Subscription Fees”) 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 Shuup Payments (“Transaction Fees”), and any fees relating to your purchase or use of any products or services such as Third Party Services (“Additional Fees”). Together, the Subscription Fees, Transaction Fees and the Additional Fees are referred to as the “Fees”.
2. You must keep a valid payment method on file with us to pay for all incurred and recurring Fees. Shuup will charge applicable Fees to any valid payment method that you authorize (“Authorized Payment Method”), and Shuup 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.
3. Subscription Fees are paid in advance and will be billed in 30 day intervals (each such date, a “Billing Date”). Transaction Fees and Additional Fees will be charged from time to time at Shuup’s discretion. You will be charged on each Billing Date for all outstanding Fees that have not previously been charged. Users have approximately two weeks to bring up and settle any issues with the billing of Subscription Fees.
4. 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, Shuup reserves the right to terminate your Account.
5. All Fees are exclusive of applicable federal, provincial, state, local or other governmental sales, goods, and services, harmonized or other taxes, fees or charges now in force or enacted in the future (“Taxes”).
6. You are responsible for all applicable Taxes that arise from or as a result of your subscription to or purchase of Shuup’s products and services. To the extent that Shuup 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 Shuup of your exemption. If you are not charged Taxes by Shuup, you are responsible for determining if Taxes are payable, and if so, self-remitting Taxes to the appropriate tax authorities in your jurisdiction.
7. For the avoidance of doubt, all sums payable by you to Shuup under these Terms of Service shall be paid free and clear of any deductions or withholdings whatsoever. Other than Taxes charged by Shuup 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. Shuup 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.
8. You are responsible for all applicable Taxes that arise from or as a result of any sale on your Shuup Store.
9. All Fees and other amounts payable by you under this Agreement are exclusive of taxes and similar assessments. Without limiting the foregoing, you are responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by you hereunder, other than any taxes imposed on Shuup’s income.
10. You must maintain an accurate location in the administration menu of your Shuup Store. If you change jurisdictions, you must promptly update your location in the administration menu.
11. Shuup does not provide refunds.
12. If you register on our website for a free trial, we will make one or more Services available to you on a trial basis free of charge until the earlier of (a) the end of the free trial period for which you registered to use the applicable Service(s), or (b) the start date of any purchased Service subscriptions ordered by you for such Service(s), or (c) the date at you are notified that your Services setup is complete. Additional trial terms and conditions may appear on the trial registration web page. Any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding. After the trial, you will be charged the non-refundable Subscription Fees per month until cancelling the subscription. To cancel your subscription before the trial period ends, please email contact@shuup.com within the free trial period. ANY DATA YOU ENTER INTO THE SERVICES, AND ANY CUSTOMIZATIONS MADE TO THE SERVICES BY OR FOR YOU, DURING YOUR FREE TRIAL WILL BE PERMANENTLY LOST UNLESS YOU PURCHASE A SUBSCRIPTION TO THE SAME SERVICES AS THOSE COVERED BY THE TRIAL, PURCHASE UPGRADED SERVICES, OR EXPORT SUCH DATA, BEFORE THE END OF THE TRIAL PERIOD. YOU CANNOT TRANSFER DATA ENTERED OR CUSTOMIZATIONS MADE DURING THE FREE TRIAL TO A SERVICE THAT WOULD BE A DOWNGRADE FROM THAT COVERED BY THE TRIAL (E.G., FROM ENTERPRISE EDITION TO PROFESSIONAL EDITION); THEREFORE, IF YOU PURCHASE A SERVICE THAT WOULD BE A DOWNGRADE FROM THAT COVERED BY THE TRIAL, YOU MUST EXPORT YOUR DATA BEFORE THE END OF THE TRIAL PERIOD OR YOUR DATA WILL BE PERMANENTLY LOST. NOTWITHSTANDING SECTION 9 (REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS), DURING THE FREE TRIAL THE SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY. Please review guides and documentation available at www.shuup.com during the trial period so that You become familiar with the features and functions of the Services before You make Your purchase.

12. Cancellation and Termination

1. You may cancel your Account and terminate the Terms of Service at any time by contacting legal@Shuup.com and then following the specific instructions indicated to you in Shuup’s response.
2. Upon termination of the Services by either party for any reason:
   1. Shuup will cease providing you with the Services and you will no longer be able to access your Account;
   2. unless otherwise provided in the Terms of Service, you will not be entitled to any refunds of any Fees, pro rata or otherwise;
   3. any outstanding balance owed to Shuup for your use of the Services through the effective date of such termination will immediately become due and payable in full; and
   4. your Store website will be taken offline.
3. If at the date of termination of the Service, there are any outstanding Fees owing by you, you will receive one final invoice via email. Once that invoice has been paid in full, you will not be charged again.
4. We reserve the right to modify or terminate the Shuup Service, the Terms of Service and/or your Account for any reason, without notice at any time (unless otherwise required by applicable law). Termination of the Terms of Service shall be without prejudice to any rights or obligations which arose prior to the date of termination.
5. Fraud: Without limiting any other remedies, Shuup may suspend or terminate your Account if we suspect that you (by conviction, settlement, insurance, or escrow investigation, or otherwise) have engaged in fraudulent activity in connection with the use of the Services.

13. Modifications to the Service and Prices

1. Prices for using the Services are subject to change upon 30 days’ notice from Shuup. Such notice may be provided at any time by posting the changes to the Shuup Site (shuup.com) or the administration menu of your Shuup Store via an announcement.
2. Shuup reserves the right at any time, and from time to time, to modify or discontinue, the Services (or any part thereof) with or without notice (unless otherwise required by applicable law).
3. Shuup shall not be liable to you or to any third party for any modification, price change, suspension, or discontinuance of the Service.

14. Third Party Services and Development Partners

1. Shuup may from time to time recommend, provide you with access to, or enable third party software, applications (“Apps”), products, services, or website links (collectively, “Third Party Services”) for your consideration or use. Such Third Party Services are made available only as a convenience, and your purchase, access or use of any such Third Party Services is solely between you and the applicable third party services provider (“Third Party Provider”). In addition to these Terms of Service, you also agree to be bound by the additional service-specific terms applicable to services you purchase from, or that are provided by, Third Party Providers.
2. Shuup may suggest independent third party developers (“Development Partners”) that can help you build and operate your Shuup Store.
3. You can engage and work with a Development Partners directly.
4. Any use by you of Third Party Services offered through the Services, Development Partners, or Shuup’s website is entirely at your own risk and discretion, and it is your responsibility to read the terms and conditions and/or privacy policies applicable to such Third Party Services before using them. In some instances, Shuup may receive a revenue share from Third Party Providers that Shuup recommends to you or that you otherwise engage through your use of the Services, Development Partners, or Shuup’s website.
5. We do not provide any warranties or make representations to you with respect to Third Party Services. You acknowledge that Shuup has no control over Third Party Services and shall not be responsible or liable to you or anyone else for such Third Party Services. The availability of Third Party Services on Shuup’s websites, or the integration or enabling of such Third Party Services with the Services does not constitute or imply an endorsement, authorization, sponsorship, or affiliation by or with Shuup. Shuup does not guarantee the availability of Third Party Services and you acknowledge that Shuup may disable access to any Third Party Services at any time in its sole discretion and without notice to you. Shuup is not responsible or liable to anyone for discontinuation or suspension of access to, or disablement of, any Third Party Service. Shuup strongly recommends that you seek specialist advice before using or relying on Third Party Services, to ensure they will meet your needs. In particular, tax calculators should be used for reference only and not as a substitute for independent tax advice, when assessing the correct tax rates you should charge to your customers.
6. If you install or enable a Third Party Service for use with the Services, you grant us permission to allow the applicable Third Party Provider to access your data and other Materials and to take any other actions as required for the interoperation of the Third Party Service with the Services, and any exchange of data or other Materials or other interaction between you and the Third Party Provider is solely between you and such Third Party Provider. Shuup is not responsible for any disclosure, modification or deletion of your data or other Materials, or for any corresponding losses or damages you may suffer, as a result of access by a Third Party Service or a Third Party Provider to your data or other Materials. Google Maps is a Third Party Service that is used within the Services. Your use of the Services is subject to your acceptance of the Google Maps and Earth Enterprise Universal Acceptable Use Policy, Google Maps and Google Earth Additional Terms of Service and Google Privacy Policy as it may be amended by Google from time to time.
7. You acknowledge and agree that: (i) by submitting a request for assistance or other information to Development Partners, you consent to being contacted by one or more Development Partners at the Store Owner’s registered email address (or such other email address provided by you) as well as the applicable user email address; and (ii) Shuup will receive all email communications exchanged between yourself and Development Partners. You further agree that Shuup may share your contact details and the background information that you submit with Development Partners. Development Partners may require access to certain admin pages on your Shuup Store. You choose the pages that the Development Partners can access.
8. The relationship between you and any Third Party Provider is strictly between you and such Third Party Provider, and Shuup is not obligated to intervene in any dispute arising between you and a Third Party Provider.
9. Under no circumstances shall Shuup be liable for any direct, indirect, incidental, special, consequential, punitive, extraordinary, exemplary or other damages whatsoever, that result from any Third Party Services or your contractual relationship with any Third Party Provider, including any Development Partners. These limitations shall apply even if Shuup has been advised of the possibility of such damages. The foregoing limitations shall apply to the fullest extent permitted by applicable law.
10. You agree to indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, Shuup partners, officers, directors, agents, employees, and suppliers harmless from any claim or demand, including reasonable attorneys’ fees, arising out of your use of a Third Party Service or your relationship with a Third Party Provider.

15. Beta Services

From time to time, Shuup may, in its sole discretion, invite you to use, on a trial basis, pre-release or beta features that are in development and not yet available to all merchants (“Beta Services”). Beta Services may be subject to additional terms and conditions, which Shuup will provide to you prior to your use of the Beta Services. Such Beta Services and all associated conversations and materials relating thereto will be considered Shuup Confidential Information and subject to the confidentiality provisions in this agreement. Without limiting the generality of the foregoing, you agree that you will not make any public statements or otherwise disclose your participation in the Beta Services without Shuup’s prior written consent. Shuup makes no representations or warranties that the Beta Services will function. Shuup may discontinue the Beta Services at any time in its sole discretion. Shuup will have no liability for any harm or damage arising out of or in connection with a Beta Service. The Beta Services may not work in the same way as a final version. Shuup may change or not release a final or commercial version of a Beta Service in our sole discretion.

16. Feedback and Reviews

Shuup welcomes any ideas and/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, Third Party Services or any Third Party Provider (collectively, “Feedback”) to Shuup be subject to any obligation of confidentiality or expectation of compensation. By submitting Feedback to Shuup (whether submitted directly to Shuup or posted on any Shuup hosted forum or page), you waive any and all rights in the Feedback and that Shuup is free to implement and use the Feedback if desired, as provided by you or as modified by Shuup, 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 Shuup 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. Shuup reserves the right (but not the obligation) to remove or edit Feedback of Third Party Services or Third Party Providers, but does not regularly inspect posted Feedback.

17. DMCA Notice and Takedown Procedure

Shuup supports the protection of intellectual property and asks Shuup merchants to do the same. It’s our policy to respond to all notices of alleged copyright infringement. If someone believes that one of our merchants is infringing their intellectual property rights, they can send a DMCA Notice to Shuup’s designated agent using our form. Upon receiving a DMCA Notice, we may remove or disable access to the Materials claimed to be a copyright infringement. Once provided with a notice of takedown, the merchant can reply with a counter notification using our form if they object to the complaint. The original complainant has 14 business days after we receive a counter notification to seek a court order restraining the merchant from engaging in the infringing activity, otherwise we restore the material. For more information, see our DMCA Notice and Takedown Procedure.

18. Rights of Third Parties

Save for Shuup and its affiliates, Shuup Users or anyone accessing Shuup 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.

19. Privacy & Data Protection

Shuup is firmly committed to protecting the privacy of your personal information and the personal information of your customers. By using the Service, you acknowledge and agree that Shuup’s collection, usage, and disclosure of this personal information is governed by our Privacy Policy.

Additionally, if: (a) you are established in the European Economic Area (EEA); (b) you provide goods or services to customers in the EEA; or (c) you are otherwise subject to the requirements of the EU General Data Protection Regulation, Shuup’s collection and use of personal information of any European residents is also subject to our Data Processing Addendum.

Shuup Commerce Inc.