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Terms of Service

 

By signing up for the proformashops.com services or any of the services of Proforma Brand X or its affiliates (“Proformashops.com”) you are agreeing to be bound by the following terms and conditions (“Terms of Service”). The services offered by Proformashops.com under the Terms of Service include various products and services to help you sell goods and services to buyers, whether online (“Online Services”), in person (“POS Services”), or both. Any such services offered by Proformashops.com are referred to in these Terms of Services as the “Services”. Any new features or tools which are added to the current Services shall be also subject to the Terms of Service. You can review the current version of the Terms of Service at any time at www.proformashops.com/legal/terms. Proformashops.com reserves the right to update and change the Terms of Service by posting updates and changes to the proformashops.com website. You are advised to check the Terms of Service from time to time for any updates or changes that may impact you.

 

You must read, agree with and accept all of the terms and conditions contained in this Terms of Service agreement, including Brand X’s Acceptable Use Policy (“AUP”) and Privacy Policy before you may become a proformashops.com user.

 

Everyday language summaries are provided for convenience only and are not legally binding. Please read the “Terms of Service” for the complete picture of your legal requirements. By using Proformashops.com or any Proforma Brand X services, you are agreeing to these terms.

 

1. Account Terms

  • You must be 18 years or older or at least the age of majority in the jurisdiction where you reside or from which you use this Service.
  • To access and use the Services, you must register for a Proformashops.com account (“Account”) by providing your full legal name, current address, phone number, a valid email address, and any other information indicated as required. Proformashops.com may reject your application for an Account, or cancel an existing Account, for any reason, in our sole discretion.
  • You acknowledge that Proformashops.com will use the email address you provide as the primary method for communication.
  • You are responsible for keeping your password secure. Proformashops.com cannot and will not be liable for any loss or damage from your failure to maintain the security of your Account and password.
  • 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”).
  • A breach or violation of any term in the Terms of Service, including the AUP, as determined in the sole discretion of Proformashops.com will result in an immediate termination of your services.

 

 

2.1 Proformashops.com Account

 

  • Subject to section 2.1.2, the person signing up for the Service will be the contracting party (“Account 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 Account Owner in connection with the Service.
  • If you are signing up for the Service on behalf of your employer, your employer shall be the Account Owner. If you are signing up for the Service on behalf of your employer, then you represent and warrant that you have the authority to bind your employer to our Terms of Service.

 

 

2.2 PayPal Checkout and Proformashops.com Payments Accounts

 

  • Upon completion of sign up for the Service, Proformashops.com will implement a PayPal Checkout account on your behalf, using our email address. Depending on your location, Proformashops.com may also create a Proformashops.com Payments account on your behalf.
  • You acknowledge that PayPal Checkout and/or Proformashops.com Payments will be your default payments gateway. For the avoidance of doubt, PayPal Express Checkout is a Third Party Service, as defined in Section 16 of these Terms of Service.

 

2.3 Payment to You

  • All payments processed through Proformashops.com with PayPal will be paid to PFSHOPS. Cost of goods as outlined on cost sheet addendum, taxes, flat rate shipping as noted on your site, and a 2.75% credit card processing fee will be deducted from the customer payment.
  • All remaining funds after expenses have been deducted will be distributed to you on or about the 15th of the following month of all sales. For example, all orders placed in June will be processed immediately. On or about July 15, you will receive a full reconciliation and fund distribution. Funds will be distributed by company check or to your PayPal account, whichever you choose.

 

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 and the Privacy Policy before you may become a member of Proformashops.com.

 

  • Technical support is only provided to paying Account holders and is only available via email.
  • The Terms of Service shall be governed by and interpreted in accordance with the laws of the State of Florida and the laws of USA applicable therein, without regard to principles of conflicts of laws. The parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of the State of Florida 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 acknowledge and agree that Proformashops.com may amend these Terms of Service at any time by posting the relevant amended and restated Terms of Service on Proformashops.com’s website, available at https://www.proformashops.com.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 Proformashops.com’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 Proformashops.com service 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.
  • You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service without the express written permission by Proformashops.com.
  • You shall not purchase search engine or other pay per click keywords (such as Google AdWords), or domain names that use Proformashops.com or Proformashops.com trademarks and/or variations and misspellings thereof.
  • Questions about the Terms of Service should be sent to support@proformashops.com.
  • 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.
  • You acknowledge and agree that your use of the Service, including information transmitted to or stored by Proformashops.com, is governed by its privacy policy at https://www.proformashops.com.com/legal/privacy

 

4. Proformashops.com Rights

 

  • We reserve the right to modify or terminate the Service for any reason, without notice at any time.
  • We reserve the right to refuse service 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 Proformashops.com customer, Proformashops.com employee, member, or officer will result in immediate Account termination.
  • Proformashops.com does not pre-screen Materials and it is in our sole discretion to refuse or remove any Materials from the Service.
  • 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 Proformashops.com employees and contractors may also be Proformashops.com customers/merchants and that they may compete with you, although they may not use your confidential information in doing so.
  • 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, etc.
  • Proformashops.com retains the right to determine, in our sole judgment, rightful Account ownership and transfer an Account to the rightful owner. If we are unable to reasonably determine the rightful Account owner, Proformashops.com reserves the right to temporarily disable an Account until resolution has been determined between the disputing parties.

 

5. Limitation of Liability

 

  • You expressly understand and agree that Proformashops.com 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.
  • In no event shall Proformashops.com 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, Proformashops.com 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 Service is at your sole risk. The Service is provided on an “as is” and “as available” basis without any warranty or condition, express, implied or statutory.
  • Proformashops.com does not warrant that the Service will be uninterrupted, timely, secure, or error-free.
  • Proformashops.com does not warrant that the results that may be obtained from the use of the Service will be accurate or reliable.
  • Proformashops.com does not warrant that the quality of any products, services, information, or other Materials purchased or obtained by you through the Service will meet your expectations, or that any errors in the Service will be corrected.

 

6. Waiver and Complete Agreement

 

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

 

7. Intellectual Property and Customer Content

 

  • We do not claim any intellectual property rights over the Materials you provide to the Proformashops.com service. All Materials you upload remains yours. You can remove your Proformashops.com store at any time by deleting your Account.
  • By uploading Materials, you agree: (a) to allow other internet users to view the Materials you post publicly to your store; (b) to allow Proformashops.com to store, and in the case of Materials you post publicly, display, your Materials; and (c) that Proformashops.com can, at any time, review all the Materials submitted to its Service, although Proformashops.com is not obligated to do so.
  • You retain ownership over all Materials that you upload to a Proformashops.com 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.
  • We will not disclose your confidential information to third parties, except as required in the course of providing our services. Confidential information includes any Materials or information provided by you to us which is not publicly known. Confidential information does not include information that: (a) was in the public domain at the time we received it; (b) comes into the public domain after we received it through no fault of ours; (c) we received from someone other than you without breach of our or their confidentiality obligations; or (d) we are required by law to disclose.
  • Proformashops.com 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.

 

8. POS Services

 

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

 

  • Access to and use of the POS Services requires that you have an active and valid Account.
  • If your POS Services are enabled with Proformashops.com Payments, you cannot concurrently use any other payment processing service. The payment gateway used for your POS Services must the same as that used for your Online Services, if applicable.
  • You can terminate your POS Services without terminating your Account or any other Services you subscribe to, and in such case, you will continue to be billed, and will pay for, the Services (other than the terminated POS Services).
  • You agree to use the POS Services in accordance with all procedures that may be provided by Proformashops.com from time to time.
  • While the POS Services use encryption technology, and the law generally prohibits third parties from monitoring transmission, we cannot guarantee security with respect to the connection to the POS Services, and we will not be liable for any unauthorized access to or use of data transmitted via the POS Services.
  • POS Equipment is purchased, and not leased. Purchase of the POS Equipment is subject to the POS Equipment Agreement, located at https://www.proformashops.com.com/legal/notice. Upon payment by you for the POS Equipment, and confirmation to you of shipment of the POS equipment, you will acquire ownership of and title to the hardware components of the POS Equipment, and you will be licensed to access and use all POS Software installed in the POS Equipment (and any updates thereto), on a limited, non-exclusive, revocable, non-sublicensable, non-transferable basis, solely for the purposes of using the POS Services. POS Equipment is subject to our Return Policy, which can be found at https://hardware.proformashops.com.com/pages/return-policy. Returns and refunds are not available for physical gift cards purchased from the Proformashops.com Hardware Store.
  • The Fees for POS Services shall be determined based on the number of locations using the POS Services. Locations are defined by business address and are used for associating orders with a specific business address. Locations are added through the Proformashops.com web administrative console. The number of locations using POS Services will also be detected by us and billed accordingly as part of your regular Billing Cycle. In the event of any discrepancy between the number of locations added by you through the Proformashops.com web administrative console and the number of locations detected by Proformashops.com, the number of locations detected by Proformashops.com shall be deemed to be correct.

 

9. Proformashops.com Shipping

 

Shipment of good purchased on your proformashops.com e-store will be senby us on your behalf to the customer. The current flat rate for shipping within the continental USA is $6.99 per shipment. This amount can change without notice. Cost fro shipping is deducted from the customer payment upon completion of purchase.

 

13. Payment of Fees

 

  • You will pay the Fees applicable to your subscription to Online Service and/or POS Services (“Subscription Fees”) and any other applicable fees, including but not limited to fees relating to the processing of transactions under your Account (“Transaction Fees”), and any fees relating to your purchase of any products or services such as POS Equipment, shipping, apps, Themes, domain names 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 credit card on file with us to pay for all incurred and recurring Fees. Proformashops.com will charge applicable Fees to the credit card account that you authorize (“Authorized Card”), and Proformashops.com will continue to charge the Authorized Card (or any replacement card) 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 intervals (each such date, a “Billing Date”). Transaction Fees and Additional Fees will be charged from time to time at Proformashops.com’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 Account Owner via the email provided. As well, an invoice will appear on the Account page of your Proformashops.com administration console. Users have approximately two weeks to bring up and settle any issues with the billing of Subscription Fees.
  • 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”).
  • If you are a resident of Canada, you are responsible for all applicable Taxes that arise from or as a result of your subscription to or purchase of Proformashops.com’s products and services. These Taxes are based on the rates applicable to the Canadian 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 Card. If you are exempt from payment of such Taxes, you must provide us with 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 such a certificate.
  • If you are resident in the U.S., Taxes may apply to your subscription to or purchase of some or all of Proformashops.com’s products and services, including without limitation, your subscription to or purchase of Proformashops.com’s Online Services, POS Services, POS Equipment, apps, Themes and domains (“Taxable Offerings”). Any applicable Taxes are based on the rates applicable to the U.S. billing address you provide to us, and will be calculated at the time of purchase of the applicable Taxable Offerings. Such amounts are in addition to the Fees for the Taxable Offerings and will be billed to your Authorized Card. If you are exempt from payment of such Taxes, you must provide us with 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 such a certificate.
  • To the extent that you are an individual and not a corporation or other legal entity, and your location of usage changes to a place in Canada or the U.S., you must advise us immediately by email to support@proformashops.com.com.
  • Proformashops.com does not provide refunds.

 

14. Cancellation and Termination

 

  • You may cancel your Account at anytime by emailing support@proformashops.com.com and then following the specific instructions indicated to you in Proformashops.com’s response.
  • Upon termination of the Services by either party for any reason:
  • Proformashops.com 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 Proformashops.com 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.
  • If you purchased a domain name through Proformashops.com, upon cancellation your domain will no longer be automatically renewed. Following cancellation, it will be your sole responsibility to handle all matters related to your domain with the domain provider.
  • 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.
  • We reserve the right to modify or terminate the Proformashops.com Service or your Account for any reason, without notice at any time.
  • Fraud: Without limiting any other remedies, Proformashops.com 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 Site.

 

15. Modifications to the Service and Prices

 

  • Prices for using the Services are subject to change upon 30 days notice from Proformashops.com. Such notice may be provided at any time by posting the changes to the Proformashops.com Site (proformashops.com.com) or the administration menu of your Proformashops.com store via an announcement.
  • Proformashops.com reserves the right at any time, and from time to time, to modify or discontinue, the Service (or any part thereof) with or without notice.
  • Proformashops.com shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Service.

 

16. Third Party Services

 

  • 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, Proformashops.com’s partners or other third parties.
  • Proformashops.com 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, including via the Proformashops.com 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”). Any use by you of Third Party Services offered through the Services or Proformashops.com’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.
  • We do not provide any warranties with respect to Third Party Services. You acknowledge that Proformashops.com has no control over Third Party Services, and shall not be responsible or liable to anyone for such Third Party Services. The availability of Third Party Services on Proformashops.com’s websites, including the Proformashops.com 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 Proformashops.com. Proformashops.com does not guarantee the availability of Third Party Services and you acknowledge that Proformashops.com may disable access to any Third Party Services at any time in its sole discretion and without notice to you. Proformashops.com is not responsible or liable to anyone for discontinuation or suspension of access to, or disablement of, any Third Party Service. Proformashops.com 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.
  • 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 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 interaction between you and the Third Party Provider is solely between you and such Third Party Provider. Proformashops.com 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 Service is subject to your acceptance of the Google Maps and Earth Enterprise Universal Acceptable Use Policy, as it may be amended by Google from time to time.
  • Under no circumstances shall Proformashops.com 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 Proformashops.com has been advised of the possibility of such damages. The foregoing limitations shall apply to the fullest extent permitted by applicable law.
  • You agree to indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, Proformashops.com 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.

 

17. DMCA Notice and Takedown Procedure

 

  • Proformashops.com supports the protection of intellectual property and asks Proformashops.com 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 Proformashops.com’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.

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