1. Accepting These Terms
This contract sets out your rights and responsibilities when you use any services (including, in particular, our software applications) provided by APPSOLVE (we’ll refer to all of these collectively as our “Services”), so please read it carefully. If you need any clarifications regarding the Terms, please contact us by email to the following address: [email protected]. Within the limits provided by law, APPSOLVE reserves the right to select merchants. In this respect, APPSOLVE may refuse to provide the Services to anyone, at any time, for any permitted reason.
Any use of our Services (even just browsing one of our websites), is subject to the Terms irrespective if you are a Premium User of Shopify or not. If you don’t agree with the Terms, you may not use our Services.
2. Your Privacy
3. Your Account with APPSOLVE
You’ll need to create an account with APPSOLVE to use some of our Services. Here are a few rules about accounts:
A. You must duly represent a legal entity or act within the scope of a legally organized economic activity and be 18 years or older to use our Services. You are responsible for any and all account activity conducted by a minor on your account. You are solely and fully responsible for the payment of any tax due, under the applicable law, for any income derived as a result of the use of our Services.
B. Be honest with us. Provide accurate information about yourself and/or the entity you represent. By accepting the Terms, you guarantee that you are not registered on behalf of another person or on behalf of an entity you do not represent. It’s prohibited to use false information or impersonate another person or entity through your account.
C. You're responsible for your account. You’re solely responsible for the information you provide to create your account and for any activity on your account. If you’re sharing an account with other people, then the person whose financial information is on the account will ultimately be responsible for all activity. Also, your accounts are not transferable.
D. Protect your password. As we mentioned above, you’re solely responsible for any activity on your account, so it’s important to keep your account password secure. Here’s a Help article on how to make your account more secure. APPSOLVE will not be liable for any loss that you may incur because of someone else using your username and password, or account, either with or without your consent.
E. Let's be clear about our relationship. These Terms don't create any agency, partnership, joint venture, employment, or franchisee relationship between you and APPSOLVE. The Terms represent the agreement concluded by the parties. and it governs the contractual relationship between us.
5. Your store
Store Content that you post using our Services is your content (so let’s refer to it as “Your Content”). We don’t make any claim to it, which includes anything you post using our Services (like shop names, profile pictures, listing photos, listing descriptions, reviews, comments, videos, usernames, etc.).
A. Responsibility for Your Content. You understand and agree that you are solely responsible for Your Content. You represent that you have all necessary rights to Your Content and that you’re not infringing or violating any third party’s rights by posting it.
B. Permission to Use Your Content. By posting Your Content through our Services, you grant APPSOLVE a license to use it in order to offer you the services you requested. We don’t claim any ownership to Your Content, but we have your permission to use it in order to improve functionalities of the Services. That way, we won’t infringe any rights you have in Your Content, and we can help promote your stuff.
C. In other words. By posting Your Content, you grant APPSOLVE a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use, display, edit, modify, reproduce, distribute, store, and prepare derivative works of Your Content. You agree not to assert any moral rights or rights of publicity against us for using Your Content. You also recognize our legitimate interest in using it, in accordance with the scope of this license, to the extent Your Content contains any personal information.
E. Inappropriate, False, or Misleading Content. This should be common sense, but there are certain types of content we don’t want posted on APPSOLVE Services (for legal reasons or otherwise). You agree that you will not post any content that is abusive, threatening, defamatory, obscene, vulgar, or otherwise offensive or in violation of our Terms or the applicable law. You also agree not to post any content that is false and misleading or uses the Services in a manner that is fraudulent or deceptive. If you breach this article, we may delete Your Content without any indemnification or prior notice.
Appsolve reserves the right but does not assume the obligation to strictly enforce these Terms, including without limitation by issuing warnings, suspension, or termination of access to the website and/or Services, and/or by removing, screening, or editing of Content, or by engaging in self-help and active investigation, litigation and prosecution in any court or other appropriate venue.
Appsolve may access, use, and disclose transaction information and any Content provided by you to comply with the law (e.g., a lawful request) or based on our reasonable judgment that disclosure is necessary, or to enforce or apply our agreements (including these Terms), to initiate, render, bill, and collect for Services, to protect our rights or property, or to protect users of our Services, the website and other persons or entities from fraudulent, abusive, or unlawful use of the website or any such Services. INDIRECT, ATTEMPTED OR ACTUAL VIOLATIONS OF THESE TERMS OR ANY RELATED POLICY BY YOU OR ANY THIRD-PARTY ON YOUR BEHALF SHALL BE CONSIDERED VIOLATIONS OF THESE TERMS BY YOU.
6. Your Use of Our Services
License to Use Our Services. We grant you a limited, non-exclusive, non-transferable, and revocable license to use our Services. We reserve the right to update and/or upgrade the Services from time to time without any prior notice. The right of use is subject to the Terms and the following restrictions in particular:
A. Don’t Use Our Services to Break the Law. You agree that you will not violate any laws in connection with your use of the Services. This includes any local, state, federal, and international laws that may apply to you. For example, it’s your responsibility to obtain any permits or licenses that your shop requires. You may not sell anything that violates any laws, and you may not engage in fraud (including false claims or infringement notices), theft, anti-competitive conduct, threatening conduct, or any other unlawful acts or crimes against APPSOLVE, another APPSOLVE user, or a third party.
B. Pay Your Bills. You are responsible for paying all fees that you owe to APPSOLVE in the specified terms. Except as set forth below, you are also solely responsible for collecting and/or paying any applicable taxes for any purchases or sales you make through our Services. The fees you pay are non-refundable. For avoidance of doubt, as long as you have the licence to use the Services, you undertake to pay all applicable fees whether you implement the Services on your Shopify website or not.
Nonetheless, if our Services do not reach your expectations, you can request a refund of the applicable fees within a maximum of 30 (thirty) days after the termination of the trial version period (announced when you purchased the license to use our Services).
C. Don’t Steal Our Stuff. You agree not to crawl, scrape, or spider any page of the Services or to reverse engineer or attempt to obtain the source code of the Services. If you want to use our API, please contact us by sending an email to [email protected]
D. Don’t Try to Harm Our Systems. You agree not to interfere with or try to disrupt our Services, for example by distributing a virus or other harmful computer code.
E. Follow Our Trademark Policy. The name "Vitals" and the other APPSOLVE marks, phrases, logos, and designs that we use in connection with our Services, are trademarks, service marks of APPSOLVE in the EU and other countries. You agree to refrain from using our names, logos and designs (whether registered or not) in any way, other than as a natural and inherent part of the use of our Services.
F. Your right to use our Services. You may use the Services solely for your business operations and subject to our Terms. You are responsible for compliance by any user of the Services with the limitations set out above. Any moral and patrimonial rights over or in relation to the Services shall dully belong to us. The license to use the Services does not entail transfer of copyright over or in relation to our applications. For the avoidance of doubt, all copyrights over or in relation to conception material, source code, object code of our applications, as well as all materials, manuals, or procedure for the use of the Services and related to the Services shall dully belong to APPSOLVE. Furthermore, we may, without any restrictions, grant to any third parties the right to use our Services, as well as any other rights, under terms exclusively established by APPSOLVE.
Under the Terms, you may not transfer or sublicense the Services to another person or entity. You should not rent, lease, loan, auction, or resell the Services nor modify, translate, or create derivative works, reverse engineer, de-compile, or disassemble the Services, in whole or in part, or otherwise attempt to reconstruct or discover the source or object code or underlying ideas, algorithms, file formats, programming or interoperability interfaces. You shall not use the Services to provide similar services to third parties or allow use or access to the Services by any third party other than user acting on your behalf. You may not permit third parties to benefit in any way from the use or functionality of the Services. You may not modify, block, circumvent or otherwise interfere with any authentication, license key or security measures in the Services.
Violating the security of our website or applications is prohibited and may result in criminal and civil liability. Appsolve may investigate incidents involving such violations and may involve and will cooperate with law enforcement if a criminal violation is suspected. Examples of security violations include, without limitation, unauthorized access to or use of data or systems including any attempt to probe, scan, or test the vulnerability of the Website or to breach security or authentication measures, unauthorized monitoring of data or traffic, interference with service to any user, host, or network including, without limitation, mail bombing, news bombing, other flooding techniques, deliberate attempts to overload a system, forging any TCP-IP packet header, e-mail header, or any part of a message header, except for the authorized use of aliases or anonymous remailers, and using manual or electronic means to avoid any use limitations.
Termination By You. We'd hate to see you go, but you may terminate your account with APPSOLVE together with your access to our Services at any time by deleting the application from your Shopify list of apps. The termination will affect Your Content that you posted through the Services prior to termination, as APPSOLVE manages that content and APPSOLVE is no longer functioning. Your settings of our applications will be stored for no more than 1 (one) month after deleting them.
Termination By APPSOLVE. We may terminate or suspend your account (and any related accounts) and your access to the Services at any time, without having to justify our decision. If we do so, it’s important to understand that you don’t have a contractual or legal right to continue to use our Services. In this case, we will reimburse the fees corresponding to remaining period of time between termination and the already paid period.
If you or APPSOLVE terminate your account, you may lose any information associated with your account, including Your Content and your settings of our applications.
We will not be liable to you for the effect that any termination of the Services may have on you, including your income or your ability to generate revenue through the Services. We May Discontinue or Suspend the Services. APPSOLVE reserves the right to suspend or discontinue any of the Services at any time without prior notice, if you breach any of the provisions of the Terms. We will not be liable to you for the effect that any interruption of the Services may have on you, including your income or your ability to generate revenue through the Services and you will not be entitled to any refund.
We offer free of charge support services by e-mail and chat for troubleshooting purposes or if you need our support to customize your use of our applications. If you use inappropriate language or have an impolite or otherwise inappropriate conduct towards our employees, we may refuse your request for support.
You acknowledge that APPSOLVE does not provide any data back-up services, including any Content or any other data that you or third parties upload, post or use.
8. Warranties and Limitation of Liability
WARRANTIES. APPSOLVE IS DEDICATED TO MAKING OUR SERVICES THE BEST THEY CAN BE, BUT WE’RE NOT PERFECT AND SOMETIMES THINGS CAN GO WRONG. YOU UNDERSTAND THAT OUR SERVICES ARE PROVIDED “AS IS”. WE ARE EXPRESSLY DISCLAIMING ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, AS WELL AS ANY WARRANTIES IMPLIED BY A COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE.
WE DO NOT GUARANTEE THAT:
(I) THE SERVICES WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION,
(II) ANY DEFECTS OR ERRORS WILL BE CORRECTED, (III) THE SERVICES WILL BE FREE OF VIRUSES OR OTHER HARMFUL MATERIALS OR THE RESULTS OF USING THE SERVICES WILL MEET YOUR EXPECTATIONS;
(IV) THERE WILL BE NO BREACH OF security leading to accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, ANY data transmitted, stored or otherwise processed THROUGH OUR SERVICES. YOU USE THE SERVICES SOLELY AT YOUR OWN RISK.
APPSOLVE IS NOT RESPONSIBLE TO YOU OR TO ANY THIRD PARTY FOR ANY DAMAGE, LOSS OF PROFITS, BUSINESS, CONTRACTS, REVENUES, GOODWILL, PRODUCTIONS AND ANTICIPATING SAVINGS OR ANY DIRECT OR INDIRECT, CONSEQUENTIAL OR ECONOMIC LOSS OF ANY KIND AS A RESULT OF: ANY FAULTS, OMISSION, TECHNICAL PROBLEMS AND MALFUNCTIONING ATTRIBUTED TO THE PLATFORMS APPSOLVE IS USING FOR THE PROVISION OF THE SERVICES, INTERNET SERVICE PROVIDERS OR DELAYS IN THE TRANSMISSION OR STORAGE OF ANY DATA PROVIDED TO APPSOLVE; ANY DELAY AND/OR FAILURE ON BEHALF OF APPSOLVE TO PROVIDE ITS SERVICES DUE TO FORCE MAJEURE CASES, WHICH INCLUDE GOVERNMENTAL BANNING OF THE AGREED SERVICES; FOR TERMINATION OF THIS AGREEMENT; FOR ANY NEGLIGENCE ON OUR SIDE.
WE DON’T WARRANT THAT THE APPLICATION WILL OPERATE WITHOUT DISRUPTIONS, ERRORS OR INTERRUPTIONS, OR THAT IT WILL BE ACCESSIBLE OR AVAILABLE AT ALL TIMES OR IMMUNE FROM GLITCHES OR UNAUTHORIZED ACCESS. YOU WILL NOT RECEIVE ANY COMPENSATION OR REFUND FOR SUCH INTERRUPTION.
IF THE USE OF THE SERVICES IS SUSPENDED/INTERRUPTED BECAUSE OF ANY NEGLIGENCE ON OUR SIDE, FOR MORE THAN 7 CALENDAR DAYS, YOU HAVE THE RIGHT TO TERMINATE THE AGREEMENT AND YOUR ACCOUNT, AND WE WILL REFUND THE FEES YOU PAID, PRORATED WITH THE PERIOD REMANING UNTIL THE TERMINATION OF THE PREPAID SERVICE IN THIS RESPECT, YOU SHALL PROMPTLY INFORM US BY SENDING AN EMAIL TO [email protected].
WE RESERVE THE RIGHT TO WITHDRAW APPLICATIONS OR FUNCTIONALITIES OF OUR APPLICATIONS WITH A PRIOR WRITTEN NOTICE SENT TO YOU WITH 15 (FIFTEEN) CALENDAR DAYS IN ADVANCE. THIS DOES NOT ENTITLE YOU TO ANY REFUND. HOWEVER, IF YOU NO LONGER WANT TO USE OUR SERVICES AS A RESULT OF THESE CHANGES, YOU CAN TERMINATE YOUR ACCOUNT AND DELETE OUR APPLICATIONS, NO LATER THAN 30 DAYS AFTER WE HAVE IMPLEMENTED THE ANNOUNCED CHANGES. WITHIN THE SAME 30-DAY TERM, YOU MAY ALSO ASK FOR A REFUND OF THE FEES YOU PAID, PRORATED WITH THE PERIOD REMANING UNTIL THE TERMINATION OF THE PREPAID SERVICE.
IN EXCEPTIONAL SITUATIONS, APPSOLVE HAS THE RIGHT TO WITHDRAW APPLICATIONS OR FUNCTIONS WITHOUT ANY PRIOR NOTICE. THE ABOVE SHALL APPLY MUTATIS MUTANDIS. THIS AGREEMENT TERMS AND CONDITIONS THAT BY THEIR NATURE SHOULD SURVIVE TERMINATION SHALL SURVIVE TERMINATION, INCLUDING WITHOUT BEING LIMITED TO WARRANTY AND LIMITATION OF LIABILITY CLAUSES.
9. Service Level Agreement (SLA)
During the term of the agreement under which APPSOLVE has agreed to give you the right of use of the Services, APPSOLVE will provide a Monthly Uptime Percentage to the customers (the "Service Level Objective" or "SLO") of 99.9%.
|Monthly Uptime Percentage||Percentage of monthly bill to be refunded|
|99.0% – < 99.9%||10%|
|95.0% – < 99.0%||25%|
In order to receive any refund described above, the Customer must notify APPSOLVE’s technical support within 10 days from the time Customer becomes eligible to receive a refund. Failure to comply with this requirement will forfeit Customer's right to receive a refund. The SLA does not apply to any errors or failure on our side to comply with the thresholds mentioned above (i) caused by factors outside APPSOLVE’S reasonable control or negligence or (ii) that resulted from your software or hardware or third-party software of hardware or both or (iii) that resulted from abuses or other behaviours that violate this Terms or the law. Section 8 of this Terms shall apply mutatis mutandis.
10. Force Majeure/Unforeseen Circumstances
APPSOLVE shall not be responsible for any failure to perform its obligations under the Terms if such failure is caused by force majeure or unforeseen circumstances such as, cyberattacks, war, strikes, revolutions, laws or governmental regulations, other causes that are beyond the reasonable control of such party or other similar events.
In such event, our obligations shall be suspended until termination of the event referred above. If such force majeure/unforeseen circumstance lasts for more than 30 (thirty) calendar days, we may terminate our agreement at any time. A case of force majeure or unforeseen circumstance shall be notified to the other party by e-mail within 3 (three) calendar days after its occurrence.
We hope this never happens, but if APPSOLVE gets sued because of something that you did, you agree to defend and indemnify us. That means you’ll defend APPSOLVE (including any of our employees) and hold us harmless from any legal claim or demand (including reasonable attorney’s fees) that arises from your actions, your use (or misuse) of our Services, your breach of the Terms, or your account’s infringement of someone else’s rights.
We reserve the right to handle our legal defence however we see fit, even if you are indemnifying us, in which case you agree to cooperate with us, so we can execute our strategy.
12. Disputes with Other Users
If you find yourself in a dispute with another user of APPSOLVE'S Services or a third party, we encourage you to contact the other party and try to resolve the dispute amicably.
13. Disputes with APPSOLVE
If you’re upset with us, let us know, and hopefully we can resolve your issue. But if we can’t, then these rules will govern any legal dispute involving our Services:
A. Governing Law. The Terms are governed by the laws of Romania, without regard to its conflict of laws rules. These laws will apply no matter where in the world you live. For avoidance of doubt, as merchant, you do not qualify for the consumer protection that some states recognize. Any dispute arising out of or in connection with this contract, including any question regarding its existence, validity or termination, shall be subject to the exclusive jurisdiction of the Romanian Courts.
14. Changes to the Terms
We may update these Terms from time to time. In this case we will definitely let you know by posting the changes through the Services and/or emailing you or message about the changes. That way you can decide whether you want to continue using the Services. Changes will be effective upon the posting of the changes unless otherwise specified. You are responsible for reviewing and becoming familiar with any changes. Your use of the Services after 5 days following the changes, constitutes your acceptance of the updated Terms.
15. Some Finer Legal Points
The Terms, including all the policies that make up the Terms, supersede any other agreement between you and APPSOLVE regarding the Services. If any part of the Terms is found to be unenforceable, that part will be limited to the minimum extent necessary so that the Terms will otherwise remain in full force and effect. Our failure to enforce any part of the Terms is not a waiver of our right to later enforce that or any other part of the Terms. We may assign any of our rights and obligations under the Terms. You are allowed to assign your rights and obligations established under the Terms only without our prior written consent.
16. Contact Information
If you have any questions about the Terms, please email us at [email protected].