Terms of Service

This Policy was updated on June 1, 2021.

  13. THEMES

1. Introduction

These Terms of Service set forth the terms and conditions that govern your access to and use of the Services (as defined below) and form an agreement between the applicable UCC Contracting Party specified in Section 19 below (also referred to as “UCC,” “we,” “us,” or “our”) and you or the entity you represent (“you” or “your”). These Terms of Service take effect when you click an “I Accept” button or check box presented with these terms or, if earlier, when you use any of the Services (the “Effective Date”).

2. General Terms of Service and Conditions

a. Your Acceptance of the Terms of Service. By signing up for a UCC Account or by using any Services, you are agreeing to be bound by the following terms and conditions (the “Terms of Service” or “Terms”). “Services” means any product or service provided by us under this Agreement. If you do not agree to the Terms of Service, then do not use the Services. If you are accepting these Terms on behalf of a company, organization, government, or other legal entity, you represent and warrant that (a) you are authorized to do so, (b) the entity agrees to be legally bound by the Terms, and (c) neither you nor the entity are barred from using the Services or accepting the Terms of Service under the laws of the applicable jurisdiction.

b. The Services offered by UCC help you sell goods and services to buyers. The buyers may be online (“Online Services”), in person (“Retail Services”), or both. Any new features or tools which are added to the current Services shall be also subject to the Terms of Service.

c. You will comply in your use of the Services with the terms of this Agreement and all laws, rules and regulations applicable to your use of the Services, and of your customer’s use of the Services. Except as otherwise specified, these Terms do not apply to products provided by third-parties, which are governed by their own terms of service.

d. You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Services, use of the Services, or access to the Services without the express written permission by UCC.

e. Technical support in respect of the Services is only provided to UCC Users. The level of support is determined by the support service plan the Users are subscribed to. 

f. You acknowledge and agree that UCC may amend these Terms of Service at any time by posting the relevant amended and restated Terms of Service on UCC’s website, available at https://www.unifiedcommercecompany.com/legal/terms 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 UCC’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 will not use UCC trademarks and/or variations and misspellings thereof in a website, Facebook or other social networking page, domain name , or any advertising, without UCC’s written permission. 

g. 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.

h. Incorporated Terms. You must read, agree with and accept the following policies, guidelines, and agreements (“Incorporated Terms”) which are hereby incorporated into, and form an integral part of, the Terms to which you are agreeing to be bound:

3. Account Terms

a. To access and use the Services, you must register for a UCC account (“Account”) by providing your full legal name, current address, phone number, a valid email address, and any other information indicated as required. UCC may reject your application for an Account if you do not provide the required information.

b. You must be of an age such that you can form legally binding contracts under applicable law, which means that 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.

c. You acknowledge that UCC will use the email address you provide on opening an Account as the primary method for communication with you, and that you will update such email address as needed to continue to receive communications from UCC. 

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

e. You are responsible for all activity and content (e.g. photos, images, videos, graphics, written content, audio files, code) that is uploaded, collected, generated, stored, displayed, distributed, transmitted or exhibited on or in connection with your Account (“Materials”).

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

4. Account Activation

a. Store Owner 
Subject to the below paragraph, 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 Services. 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.

  1. If you are signing up for the Services on behalf of your employer, then:
    • your employer will be the contracting party and the Store Owner, and 
    • 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.
  2. Your UCC Store can only be associated with one Store Owner. A Store Owner may have multiple UCC Stores. “Store” means the online store or physical retail location(s) associated with the Account.
  3. You must maintain an accurate location in the administration menu of your UCC Store. If you change jurisdictions you must promptly update your location in the Account Center.

b. Staff Accounts 

  1. Based on your UCC pricing plan, you can create one or more staff accounts (“Staff Accounts”) allowing other people to access the Account. With Staff Accounts, the Store Owner can set permissions and let other people work in their Account while determining the level of access by Staff Accounts to specific business information (for example, you can limit Staff Account access to sales information on the Reports page or prevent Staff Accounts from changing general store settings).
  2. The Store Owner is responsible and liable for the acts, omissions and defaults arising from use of Staff Accounts in the performance of obligations under these Terms of Service as if they were the Store Owner’s own acts, omissions or defaults.
  3. The Store Owner and the users under Staff Accounts are each referred to as a “UCC User”.

c. Domain Names 

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

5. UCC Rights

a. In the event of an ownership dispute over a UCC Account, we can freeze the account or transfer it to the rightful owner, as determined by us. 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.

b. 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.

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

d. 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.

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

f. 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 UCC employees and contractors may also be UCC customers/merchants and that they may compete with you, although they may not use your Confidential Information (as defined in Section 18) in doing so.

6. Payment of Fees

a. A valid payment method (like a credit card) is required for all stores. You will be billed for your Subscription Fees on a rolling monthly cycle at the end of any monthly period in which Services are provided (“Billing Date”). 

b. Any fees for specific transactions or any additional fees will be charged to your payment method. If we are not able to process payment of fees using your payment method, we will try again in three days. If we are unable to process payment of fees on the second attempt, we will make a third and final attempt three days later. If payment of fees is unsuccessful after three attempts, UCC may freeze your store. UCC does not provide refunds.

c. Unless otherwise indicated, all fees and other charges are in U.S. dollars, and all payments shall be in U.S. currency. 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 your Account Center. 

d. The fees includes your Online Service and/or Retail Services (“Subscription Fees”) and fees for other services provided by UCC directly or via third parties. 

e. 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”).

f. You are responsible for all applicable Taxes that arise from or as a result of your subscription to or purchase of UCC’s products and services. To the extent that UCC 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. 

g. For the avoidance of doubt, all sums payable by you to UCC under these Terms of Service shall be paid free and clear of any deductions or withholdings whatsoever. 

7. Cancellation and Termination

a. Certain Services have a minimum term. Unless a term is specified or cancelation is not permitted you may cancel any specific service or your Account and terminate the Terms of Service at any time by contacting UCC Support and then following the specific instructions indicated to you in UCC’s response.

b. Without limiting any other remedies, UCC may suspend and/or terminate your Account for cause without notice to you if the circumstances warrant, which may include suspected fraudulent or other illegal activity. Otherwise UCC will provide you with ten (10) days’ notice if terminating with cause. UCC may terminate your account without cause by providing you with thirty (30) days’ notice.

c. Once termination is confirmed, domains purchased through UCC will no longer be automatically renewed. If you cancel in the middle of your billing cycle, you will have one last email invoice. Following termination, it will be your sole responsibility to handle all matters related to your domain with the domain provider.

d. Upon termination of the Services by either party for any reason: UCC will cease providing you with the Services and you will no longer be able to access your Account; unless otherwise provided in the Terms of Service, you will not be entitled to any refunds of any fees, pro rata or otherwise; any outstanding balance owed to UCC for your use of the Services through the effective date of such termination will immediately become due and payable in full; and your Store website will be taken offline.

e. 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.

8. Modifications to the Services and Prices

a. a. Prices for using the Services are subject to change. UCC will notify you by posting to https://www.unifiedcommercecompany.com/pricing-plans/

b. UCC 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).

c. UCC shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Services.

9. Limitation of Liability and Indemnity

a. We are not responsible if you break the law, breach this agreement or go against the rights of a third party. You expressly understand and agree that, to the extent permitted by applicable laws, UCC and its suppliers 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.

b. You agree to indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, UCC partners, officers, directors, agents, employees, and suppliers harmless from any claim or demand, including reasonable attorneys’ fees and court costs, 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, except to the extent the foregoing directly results from UCC’s own gross negligence or willful misconduct. UCC reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. This Indemnification Section will survive any termination or expiration or these Terms of Service.

c. 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.

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

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

f. UCC 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. Intellectual Property and Customer Content 

a. Anything you upload remains yours and is your responsibility. 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.

b. We do not claim any intellectual property rights over the Materials you provide to the Services. You can remove your UCC Store at any time by deleting your Account.

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

d. UCC shall have the non-exclusive right and license to use the names, trademarks, service marks, customer data and logos associated with your Store (“User and Marketing Data”) to operate and to promote the Service

e. For its own operational efficiencies and purposes, UCC from time to time backs up data on its servers but is under no obligation or duty to you to do so under these Terms of Service or otherwise. IT IS SOLELY YOUR DUTY AND RESPONSIBILITY TO BACKUP SEPARATELY YOUR FILES AND DATA THAT YOU MAY PLACE ON UCC SERVERS. UNDER NO CIRCUMSTANCES WILL UCC BE LIABLE TO YOU, YOUR USERS, OR ANY THIRD PARTY FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, FOR LOSS OF FILES AND/OR DATA ON ANY UCC SERVER.

11. Retail Services

a. Access to and use of the Retail Services requires that you have an active and valid Account. You agree to use the Retail Services in accordance with all procedures that may be provided by UCC from time to time.

b. We take data security very seriously. Any equipment we provide in support of the Retail Services (“Retail Equipment”) is provided by a third-party and employs data encryption that is certified by and meets the Payment Card Industry Data Security Standard. The Retail Equipment is purchased, not leased from UCC. 

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

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

e. Purchase of the Retail Equipment is subject to the Retail Equipment Agreement, located at https://www.UCC.com/legal/notice. Upon payment by you for the Retail Equipment, and confirmation to you of shipment of the Retail equipment, you will acquire ownership of and title to the hardware components of the Retail Equipment, and you will be licensed to access and use all Retail Software installed in the Retail Equipment (and any updates thereto), on a limited, non-exclusive, revocable, non-sublicensable, non-transferable basis, solely for the purposes of using the Retail Services. Retail Equipment is subject to our Return Policy, which can be found at https://hardware.UCC.com/pages/return-policy. Because each reader is programmed and encrypted uniquely returns and refunds may not be available. Returns and refunds are not available for the Chip & Swipe Reader, Swipe (Audio Jack) and physical gift cards purchased from the UCC Hardware Store.

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

12. UCC Integrations™, UCC App Store™, UCC Channels™, Third Party Providers and Experts Marketplace™

a. UCC may from time to time recommend, provide you with access to, or enable third party software, applications (“Apps”), products, services, payment services or website links (collectively, “Third Party Services”) for your consideration or use, including via the UCC App Store. 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. 

b. Any use by you of Third Party Services offered through the Services, or UCC’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, UCC may receive a revenue share from Third Party Providers that UCC recommends to you or that you otherwise engage through your use of the Services, or UCC’s website.

c. If you use Third Party Services you agree that we do not provide a warranty, so get advice beforehand.

d. You acknowledge that UCC 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 UCC’s websites, including the UCC App Store, 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 UCC. UCC does not guarantee the availability of Third Party Services and you acknowledge that UCC may disable access to any Third Party Services at any time in its sole discretion and without notice to you. UCC is not responsible or liable to anyone for discontinuation or suspension of access to, or disablement of, any Third Party Service. UCC 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.

e. 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. UCC 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. 

f. You acknowledge and agree that: (i) by submitting a request for assistance or other information through Experts Marketplace, you consent to being contacted by one or more Experts 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) UCC will receive all email communications exchanged via Experts Marketplace or in any reply emails (each a “Reply”) that originate from Experts Marketplace (directly or indirectly) between yourself and Experts. You further agree that UCC may share your contact details and the background information that you submit via the Experts Marketplace with Experts. Experts may require access to certain admin pages on your UCC Store. You choose the pages that the Experts can access.

g. The relationship between you and any Third Party Provider is strictly between you and such Third Party Provider, and UCC is not obligated to intervene in any dispute arising between you and a Third Party Provider.

h. Under no circumstances shall UCC 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 Expert. These limitations shall apply even if UCC has been advised of the possibility of such damages. The foregoing limitations shall apply to the fullest extent permitted by applicable law.

i. You agree to indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, UCC 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.

13. Themes 

a. Our default themes are currently offered at no additional cost to You. Note that any default themes may disappear over time and are subject to change, which may also include any technical support that we provide for our themes

b. It is your responsibility, and not UCC’s, to ensure that the installation of a new theme does not overwrite or damage your current or preexisting theme, or UI.

14. UCC Messaging

a. We use one or more third-party services to provide email and other messaging services (“Messaging Services”). You may generate or send messages from your Account using the UCC Messaging Services. In addition to the terms applicable to the Services generally (including UCC’s Acceptable Use Policy, and Privacy Policy), the following terms apply to your access and use of the Messaging Services:

  1. UCC employs certain controls to scan the content of messages you deliver using the Messaging 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 UCC’s Acceptable Use Policy (collectively, “Threats”). By using the Messaging Services, you explicitly grant UCC the right to employ such Content Scanning. UCC does not warrant that the Messaging Services will be free from Threats, and each UCC merchant is responsible for all content generated by their respective Stores.

b. Your use of the Messaging 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 Messaging Services and the messages you generate or send through the Messaging Services.

c. Your use of the Messaging Services must comply with UCC’s Privacy Policy. It is your responsibility to read and understand the Privacy Policy applicable to your use of the Messaging Services and the messages you generate or send through the Messaging Services.

d. 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 Messaging Services. It is your responsibility to read and understand your obligations in relation to Sensitive Data.

e. Your use of the Messaging Services must follow all applicable guidelines established by UCC. The guidelines below (“Messaging Services Requirements”) are examples of practices that may violate the Messaging Services Requirements when generating, or sending messages through the Messaging Services:

  1. using non-permission based message lists (i.e. lists in which each recipient has not explicitly granted permission to receive emails or other messages from you by affirmatively opting-in to receive those messages); using purchased or rented message lists;
  2. using third party message addresses, domain names, or mail servers without proper permission;
  3. sending messages to non-specific addresses (e.g., webmaster@domain.com or info@domain.com);
  4. sending messages that result in an unacceptable number of spam or UCE complaints (even if the messages themselves are not actually spam or UCE); 
  5. failing to include a working “unsubscribe” link in each message that allows the recipient to remove themselves from your mailing list;
  6. failing to comply with any request from a recipient to be removed from your mailing list within 10 days of receipt of the request;
  7. failing to include in each message a link to the then-current privacy policy applicable to that message;
  8. disguising the origin or subject matter of any message or falsifying or manipulating the originating message address, subject line, headers, or transmission path information for any message;
  9. failing to include in each message your valid physical mailing address or a link to that information; or 
  10. including “junk mail,” “chain letters,” “pyramid schemes,” incentives (e.g., coupons, discounts, awards, or other incentives) or other material in any message that encourages a recipient to forward the message to another recipient.

f. If You or your customer knows of or suspects any violations of the Messaging Services Requirements, please notify UCC at postmaster@unifiedcommerce.cloud.UCC will determine compliance with the Messaging Services Requirements in its discretion.

15. Feedback and Reviews

a. UCC 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 UCC be subject to any obligation of confidentiality or expectation of compensation. By submitting Feedback to UCC (whether submitted directly to UCC or posted on any UCC hosted forum or page), you waive any and all rights in the Feedback and that UCC is free to implement and use the Feedback if desired, as provided by you or as modified by UCC, 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 UCC 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. UCC 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.

16. DMCA Notice and Takedown Procedure

a. UCC respects intellectual property rights and you should too. If we receive a DMCA Notice, which is notification informing us that we are hosting or linking to material that infringes on a copyright, we may disable access or remove the allegedly infringing content from your website. If you don’t think the claim is valid, you can proceed with a counter notification by contacting us at support@unifiedcommerce.cloud

b. If you believe one of our merchants is infringing your intellectual property rights, you can send UCC a DMCA Notice to support@unifiedcommerce.cloud. We will proceed as described in the above paragraph.

17. Privacy and Data Protection

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

b. Additionally, UCC’s use and collection of personal information may, if certain data protection laws and regulations apply further governed by our Data Processing Addendum.

18. Confidentiality

a. Both you and UCC agree to use the Confidential Information of the other only to perform the obligations in these Terms of Service. Confidential Information must be protected and respected as set forth below.

b. “Confidential Information” includes, but is not 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. UCC’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.

c. 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 18.

d. Each party agrees that it will 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.

e. Confidential Information does 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.

19. Miscellaneous 

a. Contracting Party The Applicable UCC Contracting Party to this Agreement is: Unified Commerce Merchant Solutions, LLC, a Wyoming limited liability company with address at: 1620 Central Avenue, Cheyenne, WY 82001. Unified Commerce Merchant Solutions, LLC may contract with one or more entities to provide any or all of the Services.

b. Save for UCC and its affiliates, UCC Users or anyone accessing UCC 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.

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

d. Governing Law; Jurisdiction The parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts located in Harris County in the state of Texas 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. You hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to, the jurisdiction and venue of the federal and state courts located in Harris County, Texas (USA). 

e. 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.

f. Certain provisions of these Terms of Service need to continue beyond termination or expiration of these Terms of Service (for example, payment obligations incurred prior to termination or cancellation of the Services, confidentiality, and indemnity) to give them full effect and such provisions will survive the termination or expiration of these Terms of Service. 

g. Waiver, Severability, and Complete Agreement

  1. If UCC chooses not to enforce any of these provisions at any time, it does not mean that we give up that right later. The failure of UCC 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.
  2. The Terms of Service, including the documents it incorporates by reference, constitute the entire agreement between you and UCC and govern your use of the Services and your Account, superseding any prior agreements between you and UCC (including, but not limited to, any prior versions of the Terms of Service).
  3. These Terms of Service make up the agreement that applies to you. This means that any previous agreements between you and UCC don’t apply if they conflict with these terms.

h. 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. UCC 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 UCC’s prior written consent, to be given or withheld in UCC’s sole discretion.

i. Notices

  1. You consent to receive electronically any communications from UCC. We may communicate with you through the email address specified in your account or by posting notices on the Website. You agree that all agreements, notices, disclosures and other communications that are provided to you electronically satisfy any requirement that such communications be in writing. All notices from us intended for receipt by you shall be deemed delivered when sent to the email address you provide to us. 
  2. Notices to UCC must be sent to: trustandsafety@unifiedcommerce.cloud.

j. Section Headings The section headings and titles in these Terms are for convenience only and have no legal or contractual effect. These Terms will be interpreted without application of any strict construction in favor of or against you or UCC.

k. Independent Contractors No agency, partnership, joint venture or employment relationship is created by these Terms or your use of the Services, and you do not have any authority of any kind to bind UCC in any respect whatsoever.

l. Marks UCC shall have the non-exclusive right and license to use the names, trademarks, service marks and logos associated with your store(s) to promote the Services.

m. Deletion or Return of Customer Data Upon termination or expiration of this Agreement, UCC will, upon Customer’s discretion, delete or make available to Customer for retrieval all relevant Customer Data, that is personal information or personal data, as defined by any applicable data privacy laws or regulations, in UCC’s possession, with the exception of any Customer Data that Company is required to retain by an applicable law. Notwithstanding the foregoing, UCC will not be required to make available to Customer for retrieval or delete any Customer Data that has been anonymized, deidentified, or aggregated such that it is not personal information or personal data, as defined by any applicable data privacy laws or regulations.

n. Force Majeure UCC will have no liability to you, your users, or any third party for any failure by UCC to perform its obligations under these Terms in the event that such non-performance arises as a result of the occurrence of an event beyond the reasonable control of UCC, including, without limitation, an act of war or terrorism, natural disaster, failure of electricity supply, riot, civil disorder, or civil commotion or other force majeure event.

o. Third-Party Service Integration Certain products provided by third-parties may be integrated with the Services. UCC may, in its discretion and without liability to you, decide to no longer support such integration and migrate your Services subscription to a different integration. 

p. Hosting Services UCC has entered into arrangements with one or more third parties for hosting services that are essential to the Services, incorporated within the Services and without which the Services could not be provided to you.