Terms Of Service
1. SERVICESCopyfy offers a package of solutions for customer reviews, personalized shipping information and offers, finding products and competitors, affiliate program, translation and currency conversion, SMS/MMS marketing (each also referred to as a “Product” and collectively as the “Products”). “Services,” as used in the Agreement, refers to your access to the Products. All content, data and other information that you submit to the Services through your use thereof, including, without limitation, such information as you may collect through the Services from End-Users (defined below), is “Your Content” for the purposes of this Agreement. Depending on the Products you are accessing, you may have access to the following functionality. If you are not accessing Products that offer the following functionality then the applicable terms do not apply:1.1 User Generated Content – Certain Products enable you to collect, upload, transfer, organize and use Your Content that may include, without limitation, rating, textual, graphic, images, illustrations, audio clips and video clips, other user-generated content created or otherwise supplied by your customers, end users or parties with whom you interacts (collectively, “End-Users”) on your website, social media services, and third-party websites. An example of such functionality would be your use of the Product to display an End-User’s photo of your product on your website.1.2 Customer Reviews – Certain Products enable you to invite End-Users to write reviews. “Reviews” are Your Content that may include, without limitation, opinions, product or service ratings or reviews, articles, written expressions, in any form or media, and/or any works of authorship created by the End-User, the you or any other third party and may, subject to the Agreement, include any Reviews that are imported through the Product from third-party sites.1.3 Shipping Information and Offers – Certain Products enable you to configure campaigns and show any vital personalized information to End-Users such as shipping cost, shipping time, special discount, promotion, etc. which highly help them make decisions faster, decrease abandoned carts and increase sales. Your Content in these Products may include, without limitation, End-Users location, timezone, marketing and promotion messages, product related information.1.4 Finding Products and Competitors – Certain Products enable you to find potential products, filter, sync, and import products easily from third-party sites, fulfill orders automatically. Your Content in these Products may include, without limitation, tracking ID, order ID, price, product images, product variants, supplier information, payment status, shipping method, phone number, or other information related to End-Users.1.5 Third-party Affiliate Program – Certain Products provide you with the ability to earn an incentive when the End-User makes a purchase on third-party sites. Your Content in the context of Affiliate includes information related to your and/or an End-User’s participation in an affiliate program (for example, the URL of the End-User’s store domain, API key, etc.). In some cases, you will be required to meet specific requirements in order to enable the above mentioned ability, otherwise, Copyfy will have full control on this program.1.6 Translation and Currency Conversion – Certain Products enable you to provide targeted local language and currency match with End-User which hereby can increase satisfaction, happiness, and boost sales conversion.1.7 SMS/MMS marketing – Certain Products enable you to engage with End-Users using SMS/MMS messages to send marketing and other messages regarding your products or services.
2. PROPRIETARY RIGHTS2.1 Ownership – Neither party grants the other any rights or licenses not expressly set out in this Agreement. Except for Copyfy’s rights under this Agreement, between the parties, you retain all intellectual property and other rights in its intellectual property and to Your Content provided to Copyfy. Copyfy and its licensors retain all intellectual property and other rights in and to each Product, the Services, and any deliverables and related Copyfy technology, templates, documentation, help files, tutorials, formats and dashboards, including any modifications or improvements to these items made by Copyfy, and the Usage Data (the “Copyfy Materials”). If you provide Copyfy with feedback or suggestions regarding the Service or other Copyfy offerings, Copyfy may use the feedback or suggestions without restriction or obligation.2.2 Usage Data – Copyfy may generate technical logs, data and learnings about your use and End-Users’ use of the Services (the “Usage Data”) and Your Content processed by the Services, and use such information to operate, analyze, improve and support the Services and for other lawful purposes. Except as required by law, Copyfy will not disclose Usage Data externally, including in benchmarks or reports except in the aggregate.
3. LIMITED ACCESS AND LIMITED LICENSE TO YOUR CONTENT3.1 Access to the Services – Subject to the terms and conditions set forth herein, you may access and use the Services only for your internal business purposes in accordance with the terms of this Agreement. Access to the Services is limited to your employees and contractors acting for the sole benefit of you (“Permitted Users”). You acknowledge and agree that you are not under the age of eighteen (18) years and you are of adult age in your jurisdiction and is permitted by that jurisdiction’s applicable law to use the Services. You also agree that you will not knowingly permit an End-User under the age of eighteen (18) years to use the Services without parental consent. Copyfy may change, suspend, or discontinue the Services for any reason, at any time, including the availability of any feature or Content. Copyfy will use reasonable efforts to ensure that the Services are available twenty-four hours a day, seven days a week. However, there will be occasions when the Services will be interrupted for maintenance, upgrades, and emergency repairs or due to failure of telecommunications links and equipment. Every reasonable step will be taken by Copyfy to minimize such disruption where it is within Copyfy’s reasonable control. Copyfy will not be liable in any event to you or any other party for any suspension, modification, discontinuance, or lack of availability of the Site, the Services, the Usage Data, or other content.3.2 License to Your Content – you grant to Copyfy a worldwide, non-exclusive, transferable, revocable, royalty-free license to use, transfer, copy, reproduce, distribute, publicly perform, publicly display, digitally perform, modify, directly or through third parties, create derivative works of Your Content and otherwise use and commercially exploit Your Content in any media formats (i) to the extent necessary to provide you with access to and use of the Services in accordance with the terms of this Agreement, (ii) to comply with law, (iii) to detect, prevent and investigate security incidents, fraud, spam, or unlawful use of the Services, (iv) to address technical problems, address support requests, and attend to the proper working of the Services, (v) to protect the rights, property or safety of Copyfy, its customers, its customers’ end users, and/or the public, for any other lawful purpose, including without limitation, for the purposes set forth in Section 2.2 hereof. Such license will apply to any form, media, or technology now known or hereafter developed.
6. SUSPENSION OF SERVICE6.1 Copyfy may suspend your access to the Service and related services if you breach Section 4 (Limitations on Use) or Section 5 (Your Obligations), or if your actions risk harm to other customers or the security, availability or integrity of the Service. Where practicable, Copyfy will use reasonable efforts to provide you with prior notice of the suspension. Once you resolve the issue requiring suspension, Copyfy will promptly restore your access to the Service in accordance with this Agreement. Copyfy reserves the right, but is not obligated, to monitor and audit your use of the Services for any reason or no reason, without notice, to ensure your compliance with this Agreement.
7. REPRESENTATIONS AND WARRANTIES7.1 In addition to representations and warranties made elsewhere in this Agreement, you represent and warrant to Copyfy that: (i) you have, and will have at all times, all right, title and interest necessary to grant to Copyfy any and all licenses granted by you or your End-Users or other third parties hereunder for the purposes contemplated by this Agreement, including from your End-Users or any third-party site for the use of Your Content; (ii) have all necessary rights, permits and licenses under all Laws, rules and regulations to operate and to promote, offer for sale, and sell all products or services offered or sold in connection with your store domains; (iii) Your Content complies, and will comply at all times during the term of this Agreement, with all Laws, rules and regulations, and the Agreement and does not and will not during the term of this Agreement infringe the rights of any third party, including any intellectual property rights; and (iv) you shall comply with all Laws, including without limitation, TCPA, CAN-SPAM Act and the Digital Millennium Copyright Act.
9. DISCLAIMERS9.1 EXCEPT AS EXPRESSLY PROVIDED HEREIN: (I) ALL COPYFY MATERIALS, THE SERVICES (INCLUDING WITHOUT LIMITATION INSTALLATION, INTEGRATION AND IMPLEMENTATION SERVICES), AND THE PRODUCTS ARE PROVIDED BY COPYFY “AS IS” AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESSED OR IMPLIED; (II) TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, COPYFY DISCLAIMS ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE; (III) COPYFY DOES NOT WARRANT THAT THE COPYFY MATERIALS, THE SERVICES OR OTHER CONTENT WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT THE SERVER(S) THAT MAKE THE SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; AND (IV) COPYFY DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS THAT YOUR USE OF THE SERVICES WILL COMPLY WITH LAWS OR OTHERWISE RELATING TO THE USE OR THE RESULTS OF THE USE OF THE SERVICES, THE COPYFY MATERIALS OR OTHER CONTENT MADE AVAILABLE IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. YOU ARE RESPONSIBLE FOR EVALUATING THE CAPABILITIES AND FEATURES OF THE SERVICES AND MAKING ITS OWN DETERMINATION ABOUT WHETHER YOU ARE ABLE TO USE THE SERVICES IN COMPLIANCE WITH LAWS. YOU ARE RESPONSIBLE FOR TAKING ALL PRECAUTIONS YOU BELIEVE NECESSARY OR ADVISABLE TO PROTECT YOU AGAINST ANY CLAIM, DAMAGE, LOSS OR HAZARD THAT MAY ARISE BY VIRTUE OF YOUR USE OF OR RELIANCE UPON COPYFY’S WEBSITE, OR THE SERVICES. COPYFY ADDITIONALLY DISCLAIMS ALL WARRANTIES RELATED TO THIRD PARTY TELECOMMUNICATIONS PROVIDERS. THE SERVICES SHOULD NOT BE USED FOR EMERGENCY COMMUNICATIONS AND COPYFY WILL HAVE NO LIABILITY ARISING FROM SUCH USE.9.2 YOU ACKNOWLEDGE, THAT EMAIL AND TEXT/SMS/MMS MESSAGES ARE INSECURE MEDIUMS THAT ARE GENERALLY NOT ENCRYPTED IN TRANSIT AND SECURITY OF INFORMATION TRANSMITTED THROUGH THE INTERNET CAN NEVER BE GUARANTEED AND, ACCORDINGLY, Copyfy IS NOT RESPONSIBLE FOR ANY INTERCEPTION OR INTERRUPTION OF ANY COMMUNICATIONS THROUGH THE INTERNET OR FOR CHANGES TO OR LOSS OF YOUR CONTENT IN CONNECTION WITH THE SERVICES.9.3 SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN IMPLIED WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY WHERE SUCH LIMITATIONS ARE INAPPLICABLE.10. LIMITATION OF LIABILITY10.1 TO THE MAXIMUM PERMITTED UNDER LAW, UNDER NO CIRCUMSTANCES WHATSOEVER WILL Copyfy OR PARTNERS NOR ANY OF ITS OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS, LICENSORS, SUBCONTRACTORS OR SUPPLIERS BE RESPONSIBLE OR LIABLE, UNDER ANY LEGAL THEORY, WHETHER BASED IN CONTRACT, TORT OR OTHERWISE, FOR ANY COMPENSATORY, DIRECT OR INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION ANY LOST PROFITS AND LOST BUSINESS OPPORTUNITIES, BUSINESS INTERRUPTION, REVENUE, INCOME, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES OR SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES THAT RESULT FROM OR RELATE IN ANY MANNER WHATSOEVER TO THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREIN, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY, IN THE EVENT THAT Copyfy IS FOUND LIABLE OR RESPONSIBLE TO YOU FOR ANY CLAIM, LOSS, DAMAGE OR EXPENSE IN CONNECTION WITH THESE TERMS AND/OR THE MATTERS CONTEMPLATED HEREIN, COPYFY’S AGGREGATE LIABILITY TO YOU SHALL BE LIMITED TO $100.00.10.2 SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY.10.3 YOU RECOGNIZE AND AGREE THAT THE WARRANTY DISCLAIMERS AND LIABILITY AND REMEDY LIMITATIONS IN THESE TERMS ARE A MATERIAL BARGAINED-FOR BASIS OF THESE TERMS AND THAT THEY HAVE BEEN TAKEN INTO ACCOUNT AND REFLECTED IN THE DECISION BY COPYFY TO OFFER TO YOU AND BY YOU TO USE THE SERVICES.11. INDEMNIFICATION11.1 You agree to defend, indemnify and hold Copyfy and its respective owners, shareholders, directors, managers, officers, affiliates, employees, attorneys, agents and representatives harmless against any losses, expenses, costs, claims, and damages, including reasonable attorneys’ fees, experts’ fees and other reasonable costs (collectively, “Losses”) arising from, incurred as a result of, or in any manner related to any third-party claim resulting or arising from: (i) your breach of your representations and warranties contained herein, (ii) your or any End User’s use of the Services in violation of this Agreement, (iii) your failure to obtain all End User Consents and Permissions, (iv) Your Messages, (v) Your Content, (vi) your products and/or services; and/or (vii) your gross negligence, fraud, bad faith, or willful misconduct, regardless of any negligence on the part of Copyfy.
13. TERMINATION AND EXTENSION13.1 Copyfy may terminate these Terms and your access to and use of the Services immediately without notice for any reason or no reason. Any fees paid hereunder are non-refundable. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnification obligations, and limitations of liability. Upon termination by Copyfy, you shall immediately cease using the Services. The following Sections shall survive termination or expiration of the Terms: 2, 3.2, 6, 8, 10-15.
14. DISPUTE RESOLUTION14.1 A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Any cause of action arising out of or related to the Services must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred.14.2 This Agreement shall be governed by and construed in accordance with the laws of Vietnam. Any dispute arising from or relating to the subject matter of this Agreement shall be finally settled by the state and federal courts located in Vietnam. Use of the Services is not authorized in any jurisdiction that does not give effect to all provisions of this Agreement, including without limitation, this section.
15. MISCELLANEOUS15.1 If any provision of the Agreement is held to be unenforceable, such provision shall be reformed only to the extent necessary to make enforceable and if such provision is determined to be invalid or unenforceable nonetheless, the provision shall be deemed to be severable from the remainder of the Agreement and shall not cause the invalidity or unenforceability of the remainder of the Agreement.15.2 You acknowledge and agree that Copyfy has the right, at any time and for any reason, to redesign or modify the Copyfy Materials and other elements of the Services or any part thereof.15.3 Prior notice of changes: Copyfy may update these Terms of Service from time to time by providing you with prior written notice of material updates at least thirty (30) days in advance of the effective date. Notice will be given in your in-app notification or via an email to the email address owner of your account. This notice will highlight the intended updates. Except as otherwise specified by Copyfy, updates will be effective upon the effective date indicated at the top of these Terms of Service. The updated version of these Terms will supersede all prior versions. Your acceptance: Following such notice, your continued access or use of the Services on or after the effective date of the changes to the Terms constitutes your acceptance of any updates. If you do not agree to any updates, you should stop using the Services. Exceptions: Copyfy may not be able to provide at least thirty (30) days prior written notice of updates to these Terms that result from changes in the law or requirements from telecommunications providers.15.4 No failure, delay or default in performance of any obligation of a party (other than a payment obligation) shall constitute an event of default or breach of this Agreement to the extent that such failure to perform, delay or default arises out of a cause, existing or future, that is beyond the control of such party, including action or inaction of governmental, civil or military authority; fire; strike, lockout or other labor dispute; flood, terrorist act; war; riot; theft; epidemic, pandemic or quarantine; earthquake, tornado or other natural disaster; failure or diminishment of power or telecommunications or data networks or services; distributed denial of service (DDoS) or other cyberattacks; or refusal of a license by a government agency. The party affected by such cause shall take all reasonable actions to minimize the consequences of any such cause.15.5 Neither party may assign this Agreement without the prior written consent of the other party, not to be unreasonably withheld, provided that either party may assign or transfer this Agreement, without the prior written consent of the other party, to an affiliate or in connection with a sale or merger of all or substantially all of the assigning party’s business or assets. Any unauthorized assignment will be void and of no force or effect.15.6 Except as expressly stated herein, nothing in this Agreement shall be considered as granting any rights to third parties. The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches.15.7 Copyfy may use subcontractors and permit them to exercise Copyfy’s rights (including without limitation the provision of customer support), but Copyfy remains responsible for their compliance with this Agreement and for its overall performance under this Agreement.15.8 YOU AGREE THAT YOU MUST COMMENCE ANY CAUSE OF ACTION AGAINST COPYFY ARISING OUT OF OR RELATED TO THE SERVICES WITHIN THREE (3) MONTHS OF WHEN SUCH CAUSE OF ACTION AROSE. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.