Vendchat App, Inc. d/b/a Spocket (“Spocket”) OWNS AND OPERATES THE WEBSITE LOCATED AT www.spocket.co (“Website”) AND THE SPOCKET APPLICATION AVAILABLE ON SHOPIFY (the “Spocket App”). THESE TERMS OF USE APPLY TO ALL USERS OF THE WEBSITE, INCLUDING USERS WHO UPLOAD ANY MATERIALS TO THE WEBSITE, USERS WHO USE SERVICES PROVIDED THROUGH THIS WEBSITE, USERS WHO DOWNLOAD THE SPOCKET APP AND USERS WHO SIMPLY VIEW THE CONTENT ON OR AVAILABLE THROUGH THIS WEBSITE.
BY USING THIS WEBSITE AND/OR THE SPOCKET APP YOU INDICATE YOUR ACCEPTANCE OF THESE TERMS OF USE. IF YOU DO NOT ACCEPT THESE TERMS OF USE, THEN DO NOT USE THE SPOCKET APP OR THIS WEBSITE OR ANY OF ITS CONTENT OR SERVICES. THESE TERMS OF USE MAY BE AMENDED OR UPDATED BY SPOCKET FROM TIME TO TIME WITHOUT NOTICE AND THE TERMS OF USE MAY HAVE CHANGED SINCE YOUR LAST VISIT TO THIS WEBSITE. IT IS YOUR RESPONSIBILITY TO REVIEW THESE TERMS OF USE FOR ANY CHANGES. YOUR USE AFTER ANY AMENDMENTS OR UPDATES OF THESE TERMS OF USE SHALL SIGNIFY YOUR ASSENT TO AND ACCEPTANCE OF SUCH REVISED TERMS. ANY NEW FEATURES THAT MAY BE ADDED TO THIS WEBSITE FROM TIME TO TIME WILL BE SUBJECT TO THESE TERMS OF USE, UNLESS STATED OTHERWISE. YOU SHOULD VISIT THIS PAGE PERIODICALLY TO REVIEW THESE TERMS OF USE.
IF YOU ARE AGREEING TO THESE TERMS OF USE ON BEHALF OF AN ENTITY, YOU HEREBY REPRESENT AND WARRANT THAT YOU HAVE ALL NECESSARY PERMISSIONS AND AUTHORITY TO AGREE TO THESE TERMS OF USE AND TO BIND THE ENTITY TO ITS TERMS.
IN ORDER TO USE THE SPOCKET APP, YOU MAY BE REQUIRED TO PROVIDE CERTAIN INFORMATION, INCLUDING PERSONAL INFORMATION. ALL PERSONAL INFORMATION YOU PROVIDE WILL BE TREATED IN ACCORDANCE WITH THE SPOCKET PRIVACY POLICY, THE TERMS OF WHICH ARE INCORPORATED BY REFERENCE INTO THIS AGREEMENT.
1. The Service. The service (“Service”) is made available through the Spocket App. Through the Spocket App, the Service allows you to (i) directly search and source products (“Products”) from third party suppliers (the “Supplier”) who sell their Products on other sales platforms such as Etsy.com (“Supplier Platform”), (ii) push (“Push”) selected Products to your Shopify store (the “Store”) where they can be displayed and offered for purchase to your customers (“Customer”), and (iii) where purchased by Customers, the Service facilitates the Dropshipping (as defined below) of the Products to that Customer. No payments for Products by either you or Customers are processed through the Service, they are only processed through Shopify and the Supplier Platform.
2. Drop-shipping. Where a Customer places an order for a Product on your Store, you may elect whether to accept or reject such order through the Service. Where accepted, the Service will forward the order to the Supplier through Spocket account with the relevant Supplier Platform, together with the Customer shipment details as provided through your Store to the Spocket App. You will be charged for such order through your account with the Supplier Platform; or Spocket platform is the automated order processing is used, and such order shall then be subject to the Supplier Platform’s terms of use and Supplier’s acceptance. This process is referred to as “Dropshipping”.
3. Registration. In order to access and use the Service, you must have (i) registered an account with us; and (ii) downloaded the Spocket App from the Shopify app store. When you download the Spocket App, Shopify shares your email address,store name and other information with us. Upon registration you will set a password to access your account with us, and you shall be solely responsible for maintaining the secrecy of such password. You shall also share with us your account details for each relevant Supplier Platform from whom you wish to purchase from Suppliers. Upon registering for Spocket, you are opting in to receive email content from Spocket. If you wish to stop receiving our emails, please unsubscribe by contacting us directly or by clicking the unsubscribe link at the bottom of our emails.
4. Your Obligations. By Pushing Products from a Supplier to your Store, you confirm the Supplier (i) has consented to your selling that Product through your Store; and (ii) agreed to facilitate your Dropshipping of the Product(s) by shipping the Product(s) directly to the Customer(s). You shall be solely responsible for registering an account with the relevant Supplier Platforms, and making all payments to Suppliers through such Supplier Platform; you can make the payment inside the Spocket platform, if you are using the automated order processing service. You shall be solely responsible for liaising with the Customer, the Suppler and the Supplier Platform in the event of any issues with any Product, including without limitation any (i) returns of any Product; (ii) defects to any Product; or (iii) any failure by Supplier to complete any order in full (whether due to shortage of inventory, negligence, fraud or otherwise.
5. Fees and Payment Terms. If you subscribe for the Service, access to the Service be subject to payment of the fees set out on the Website (which may vary depending on the type of Service you subscribe for) and which you agree to when you subscribe for the Service (“Fees”). Use of the Service is subject to payment of all Fees when due, and we may suspend or terminate the Services and your account in the event that you fail to pay any Fees when due. All Fees are payable in advance.
6. Content. All information, data, text, software, music, sound, photographs, graphics, video, messages or other materials, whether publicly posted or privately transmitted to through the App, whether from Pushing Supplier content or otherwise (“User Content”) is your sole responsibility. This means that you, and not Spocket, are entirely responsible for all such material uploaded, posted, emailed, transmitted or otherwise made available by using the Service. Spocket does not control or actively monitor User Content and, as such, does not guarantee the accuracy, integrity or quality of such content. Users acknowledge that by using the Service, they may be exposed to materials that are offensive, indecent or objectionable. Under no circumstances will Spocket be liable in any way for any materials, including, but not limited to, for any errors or omissions in any materials or any defects or errors in any printing or manufacturing, or for any loss or damage of any kind incurred as a result of the viewing or use of any materials posted, emailed, transmitted or otherwise made available via the Service.
7. Restrictions on Use of the Service. Spocket reserves the right at all times (but will have no obligation) terminate users. We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to
(i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce these Terms of Use, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests, or (v) protect the rights, property or safety of our users and the public.
In using the Website, Spocket App and/or Service You shall not:
copy any content unless expressly permitted to do so herein;
push, upload, post, email, transmit or otherwise make available any material that:
is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, pornographic, libellous, invasive of another's privacy, hateful, or racially or ethnically objectionable, encourages criminal behaviour, gives rise to civil liability, violates any law, or is otherwise objectionable;
You do not have a right to make available under any law or under a contractual relationship;
infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party (including privacy rights);
is or contains unsolicited or unauthorized advertising, solicitations for business, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation;
contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or data or the Website or that of any users or viewers of the Website or that compromises a user’s privacy; or
contains any falsehoods or misrepresentations or create an impression that You know is incorrect, misleading, or deceptive, or any material that could damage or harm minors in any way;
impersonate any person or entity or misrepresent their affiliation with a person or entity;
forge headers or otherwise manipulate identifiers in order to disguise the origin of any material transmitted to or through the Website or impersonate another person or organization;
interfere with or disrupt the Website or servers or networks connected to the Website, or disobey any requirements, procedures, policies or regulations of networks connected to the Website or probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures;
intentionally or unintentionally violate any applicable local, state, national or international law or regulation;
license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Website or Spocket App;
modify, translate, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Spocket App or any software provided as part of the Website, except to the extent the foregoing restrictions are expressly prohibited by applicable law; or
register for the Service on behalf of a group or corporate entity.
You also agree not to access the Website in a manner that utilizes the resources of the Website more heavily than would be the case for an individual person using a conventional web browser. Notwithstanding the foregoing, operators of public search engines may use spiders or other bots for the purpose of creating publicly available searchable indices of the materials on this Website.
License of Content. By pushing, submitting, posting or displaying User Content on or through the Service, you grant us (and our agents) a non-exclusive, royalty-free license (with the right to sublicense) to use, copy, modify, transmit, display and distribute such User Content . Spocket will not be responsible or liable for any use of User Content in accordance with these Terms. You represent and warrant that you have all the rights, power and authority necessary to grant the rights granted herein to any User Content that you submit.
End User License. Except for User Content, the Spocket App, this Website, and the information and materials that it contains, are the property of Spocket and its licensors, and are protected from unauthorized copying and dissemination by copyright law, trademark law, and other intellectual property laws. Subject to the terms of this Agreement, Spocket grants you a non-transferable, non- exclusive, license to (a) use the Website for your use, and (b) download, install and use one copy of the Application on your Store (the “License”). The Spocket App is licensed to you and not sold. Nothing in the Terms gives you a right to use the Spocket or Spocket names, trademarks, logos, domain names, and other distinctive brand features without our prior written consent. You shall not attempt to override or circumvent any of the usage rules or restrictions on the Website. Any future release, update, or other addition to functionality of the Website or Spocket App shall be subject to the terms of these Terms.
Feedback. If You provide Spocket with any suggestions, comments or other feedback relating to any aspect of the Website, Spocket App and/or Service (“Feedback”), Spocket may use such Feedback in the Website or in any other Spocket products or services (collectively, “Spocket Offerings”). Accordingly, You agree that: (a) Spocket is not subject to any confidentiality obligations in respect to the Feedback, (b) the Feedback is not confidential or proprietary information of You or any third party and You have all of the necessary rights to disclose the Feedback to Spocket, (c) Spocket (including all of its successors and assigns and any successors and assigns of any of the Spocket Offerings) may freely use, reproduce, publicize, license, distribute, and otherwise commercialize Feedback in any Spocket Offerings, and (d) You are not entitled to receive any compensation or re-imbursement of any kind from Spocket or any of the other users of the Website in respect of the Feedback.
Links & Third-Party Websites. This Website may contain links to other websites that are not owned or controlled by Spocket. In no event shall any reference to any third party, third party product or service be construed as an approval or endorsement by Spocket of that third party, third party product or service. Spocket is also not responsible for the content of any linked websites. Any third-party websites or services accessed from the Website are subject to the terms and conditions of those websites and or services and You are responsible for determining those terms and conditions and complying with them. The presence on the Website of a link to any other website(s) does not imply that Spocket endorses or accepts any responsibility for the content or use of such websites, and You hereby release Spocket from all liability and/damages that may arise from Your use of such websites or receipt of services from any such websites.
While Spocket does not prohibit linking to third party websites and content, it does not wish to be linked to or from any third-party web site which contains, posts or transmits any of the prohibited content in Section 7 of these Terms of Use. Spocket reserves the right to prohibit or remove (or require You to remove) any link to the Website, including, without limitation, any link which contains or makes available any content or information of the foregoing nature, at any time.
DISCLAIMER OF REPRESENTATIONS, WARRANTIES AND CONDITIONS. THE WEBSITE, SERVICE, SPOCKET APP AND ALL MATERIALS PROVIDED THEREIN ARE PROVIDED "AS IS." SPOCKET SPECIFICALLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, EITHER EXPRESS, IMPLIED, STATUTORY, BY USAGE OF TRADE, COURSE OF DEALING OR OTHERWISE INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, TITLE, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE. ANY INFORMATION OR MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, LOSS OF DATA, OR ANY OTHER LOSS THAT RESULTS FROM DOWNLOADING OR USING ANY SUCH MATERIAL. SPOCKET DOES NOT WARRANT, ENDORSE, GUARANTEE, PROVIDE ANY CONDITIONS OR REPRESENTATIONS, OR ASSUME ANY RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY ANY THIRD PARTY THROUGH THE WEBSITE OR IN RESPECT TO ANY WEBSITE THAT CAN BE REACHED FROM A LINK ON THE WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING ON THE WEBSITE, AND SPOCKET SHALL NOT BE A PARTY TO ANY TRANSACTION THAT YOU MAY ENTER INTO WITH ANY SUCH THIRD PARTY. SPOCKET WILL NOT BE LIABLE FOR ANY TYPE OF CONTENT EXCHANGED BY MEANS OF THE SERVICE.
LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES SHALL SPOCKET BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR OTHER DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES THAT RESULT FROM (I) YOUR USE OF OR YOUR INABILITY TO USE THIS WEBSITE, SPOCKET APP OR THE SERVICE, (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS, DATA, INFORMATION OR SERVICES, (III) ERRORS, MISTAKES, OR INACCURACIES IN THE MATERIALS ON THE WEBSITE, (IV) PERSONAL INJURY OR PROPERTY DAMAGE OF ANY KIND WHATSOEVER ARISING FROM OR RELATING TO YOUR USE OF THE SERVICE, ANY BUGS, VIRUSES, TROJAN HORSES, OR ANY OTHER FILES OR DATA THAT MAY BE HARMFUL TO COMPUTER OR COMMUNICATION EQUIPMENT OR DATA THAT MAY HAVE BEEN TRANSMITTED TO OR THROUGH THE WEBSITE OR SPOCKET APP, OR (V) ANY ERRORS OR OMISSIONS IN ANY MATERIAL ON THE WEBSITE OR ANY OTHER LOSS OR DAMAGE OF ANY KIND ARISING FROM OR RELATING TO YOUR USE OF THE WEBSITE. THESE LIMITATIONS SHALL APPLY EVEN IF SPOCKET HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, SPOCKET’S LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO FIFTY U.S. DOLLARS ($50). THE FOREGOING LIMITATIONS SHALL APPLY TO THE FULLEST EXTENSION PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
INDEMNIFICATION. YOU SHALL INDEMNIFY AND HOLD SPOCKET AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, AGENTS, AND EMPLOYEES, HARMLESS FROM ALL CLAIMS, ACTIONS, PROCEEDINGS, DEMANDS, DAMAGES, LOSSES, COSTS, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES), INCURRED IN CONNECTION WITH ANY MATERIALS SUBMITTED, POSTED, TRANSMITTED OR MADE AVAILABLE BY YOU THROUGH THE SERVICE AND/OR ANY VIOLATION BY YOU OF THESE TERMS OF USE.
Termination. Spocket may, under certain circumstances and without prior notice, immediately terminate Your ability to access the Website or App or portions thereof. Cause for such termination shall include, but not be limited to, (a) breaches or violations of these Terms of Use or any other agreement that You may have with Spocket (including, without limitation, non-payment of any fees owed in connection with the website or otherwise owed by You to Spocket), (b) requests by law enforcement or other government agencies, (c) a request by You, (d) discontinuance or material modification to the website (or any part thereof), (e) unexpected technical, security or legal issues or problems, and/or (f) participation by You, directly or indirectly, in fraudulent or illegal activities. Termination of Your access to the Website or App may also include removal of some or all of the materials uploaded by You to the Website or App. You acknowledge and agree that all terminations may be made by Spocket in its sole discretion and that Spocket shall not be liable to You or any third- party for any termination of Your access to this Website or App or for the removal of any of the materials uploaded by You to the Website or App. Any termination of these terms of use by Spocket shall be in addition to any and all other rights and remedies that Spocket may have.
Availability & Updates. Spocket may alter, suspend, or discontinue this Website at any time and for any reason or no reason, without notice. The Website, Service and/or Spocket App may be unavailable from time to time due to maintenance or malfunction of computer or network equipment or other reasons. Spocket may periodically add or update the information and materials on this Website without notice.
Security. Information sent or received over the Internet is generally insecure and Spocket cannot and does not make any representation or warranty concerning security of any communication to or from the Website or any representation or warranty regarding the interception by third parties of personal or other information. You are responsible for safeguarding the password that you use to access the Service and you are responsible for any activities or actions under your password. You agree to keep your password secure. Spocket
General. These Terms of Use, together with any privacy policy that may be published on the Website, constitutes the entire agreement between the parties relating to the Website and Service and all related activities. These terms of use shall not be modified except in writing signed by both parties or by a new posting of these terms of use issued by Spocket. If any part of these Terms of Use is held to be unlawful, void, or unenforceable, that part shall be deemed severed and shall not affect the validity and enforceability of the remaining provisions. The failure of Spocket to exercise or enforce any right or provision under these Terms of Use shall not constitute a waiver of such right or provision. Any waiver of any right or provision by Spocket must be in writing and shall only apply to the specific instance identified in such writing. You may not assign the terms of use, or any rights or licenses granted hereunder, whether voluntarily, by operation of law, or otherwise without Spocket’s prior written consent.
If you have any questions about these Terms or if you wish to make any complaint or claim with respect to the Spocket App or Service, please contact us at: support@spocket.co.
Effective Date: March 14, 2017
