Terms of Service

Last updated on: November 14, 2024

By signing up for a Shoplazza Account (as defined in Section 1) or by using any Shoplazza Services (as defined below), you are agreeing to be bound by the following terms and conditions (the “Terms of Service”).

As used in these Terms of Service, “we”, “us” and “Shoplazza” means the applicable Shoplazza Contracting Party (as defined in Section 11 below)，and “you” means any individual or business that registering for or using Shoplazza Service and any of its affiliates (the “Shoplazza User”)

Shoplazza provides a unified commerce solution that enables merchants to sell in multi-places (including in person ("POS Services")), online marketplaces, social media, web, mobile and other online locations ("Online Services"), and such solution include a range of products and services such as print on demand solution (“POD Services”), online store builder, inventory management, payments, fulfillment, shipping, business operation, marketing and advertising, loyalty and membership (together with POS Services and Online Services called "Shoplazza Service" or “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 https://www.shoplazza.com/pages/terms. Please read these Terms of Service, including any document incorporated in these Terms of Service, to fully understand your legal requirements. Shoplazza reserves the right, in our sole and absolute discretion, to update and change the Terms of Service by posting updates and changes to the Shoplazza website. You are advised to check the Terms of Service from time to time for any updates or changes that may impact you. and if you do not accept such amendments, you must cease using the Services.

You must read, agree with and accept all of the terms and conditions contained or expressly referenced in these Terms of Service, including Shoplazza’s Acceptable Use Policy (“AUP”) and Privacy Policy, the Shoplazza API License and Terms of Use (“API Terms”) and the Shoplazza Data Processing Addendum (“DPA”) before you may sign up for a Shoplazza Account or use any Shoplazza Service. Additionally, if you offer goods or services in relation to COVID-19, you must read, acknowledge, and agree to the Rules of Engagement for Sale of COVID-19 Related Products .

1. Account Terms

To access and use the Services, you must register for a Shoplazza account (“Account”) by providing your full legal name, business address, phone number, a valid email address, and any other information indicated as required. Shoplazza may reject your application for an Account, or cancel an existing Account, for any reason, at our sole discretion.
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.
You confirm that you are receiving any Services provided by Shoplazza for the purposes of carrying on a business activity and not for any personal, household or family purpose.
You acknowledge that Shoplazza will use the email address you provide on opening an Account or as updated by you from time to time as the primary method for communication with you. You must monitor the primary Account email address you provide to Shoplazza and your primary Account email address must be capable of both sending and receiving messages. Your email communications with Shoplazza can only be authenticated if they come from your primary Account email address.
You are responsible for keeping your password secure. Shoplazza cannot and will not be liable for any loss or damage from your failure to maintain the security of your Account and password. We may request additional security measures at any time and retain the discretion to change these requirements as we deem necessary.
You agree not to work around, bypass, or circumvent any of the technical limitations of the Services, including to process orders outside Shoplazza’s Checkout, use any tool to enable features or functionalities that are otherwise disabled in the Services, or decompile, disassemble or otherwise reverse engineer the Services.
You agree not to access the Services or monitor any material or information from the Services using any robot, spider, scraper, or other automated means.
You acknowledge that you are responsible for the creation and operation of your Shoplazza Store, i.e. the online Store technically supported and hosted by Shoplazza.
Shoplazza is not a marketplace. Any contract of sale through your Shoplazza Store is directly between you and the buyer.
You are solely 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，and Your Trademarks, copyright content, any products or services you sell through the Services (including description and price) (“Materials”) , including but not limited to ensure that it does not violate any applicable laws or the Terms of Service, AUP and any other terms and conditions that apply to you.
A breach or violation of any term in the Terms of Service, including the AUP, as determined in the sole discretion of Shoplazza may result in an immediate termination of your Services.

2. Account Activation

2.1 Store Owner

Subject to section 2.1.2, 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 Service. 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.
If you are signing up for the Services on behalf of your employer, your employer shall be the Store Owner, then 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.
Your Shoplazza Store can only be associated with one Store Owner. A Store Owner may have multiple Shoplazza Stores. “Store” means the online store (whether hosted by Shoplazza or on a third party website) or any storefront built on top of the storefront API) or physical retail location(s) associated with the Account.

2.2 Staff Accounts

Based on your Shoplazza 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).
The Store Owner shall be responsible for: (1) guaranteeing that its employees, agents and subcontractors, including using Staff Accounts, comply with these Terms of Service; and (2) any acts, omissions, defaults and breach of these Terms of Service by the Store Owner’s employees, agent, subcontractors or Staff Account users as if they were the Store Owner’s own acts, omissions, defaults and breach. The Store Owner acknowledges and agrees to maintain full responsibility for the performance of all of its obligations under these Terms of Service, regardless of whether it sublicenses or subcontracts any such obligations to any third party, including but not limited to any affiliates or subsidiaries of Store Owner.
The Store Owner and the users under Staff Accounts are each referred to as a “Shoplazza User”.

2.3 Checkout and Payments accounts

Upon completion of sign up for the Service, Shoplazza provides a wide selection of payment providers for merchants to choose from for accepting payments from customers.
You are responsible to sign up, activate and maintain these accounts. If you do not wish to keep either of the payment accounts active, it is your responsibility to deactivate them. For the avoidance of doubt, payment providers are Third Party Service, as defined in Section 14 of these Terms of Service.
By using these accounts on your Store, you are agreeing to be bound by these Payment Providers Terms and Conditions, as they may be amended by these payment providers from time to time. If these payment providers amend the Payment Providers Terms and Conditions, such amendments will be effective as of the date of posting by these payment providers. Your continued use of these payment accounts on your Store after the amendments are posted constitutes your agreement to, and acceptance of, the amended Payment Providers Terms and Conditions. If you do not agree to any changes to these Payment Providers Terms and Conditions, de-activate your payment account and do not continue to use these payment accounts on your Store.
If you are using Fast Onboarding Service, the terms of the Fast Onboarding Agreement will apply.

3. Your Responsibilities

You acknowledge and agree to provide public-facing contact information, a refund policy and order fulfillment timelines on your Shoplazza Store.
You acknowledge and agree that the Services are not a marketplace, and any contract of sale made through the Services is directly between you and the customer. You are the seller of record for all items you sell through the Services. You are responsible for the creation and operation of your Shoplazza Store, your Materials, the goods and services that you may sell through the Services, and all aspects of the transactions between you and your customer(s). This includes, but is not limited to, authorizing the charge to the customer in respect of the customer’s purchase, refunds, returns, fulfilling any sales or customer service, fraudulent transactions, required legal disclosures, regulatory compliance, alleged or actual violation of applicable laws (including but not limited to consumer protection laws in any jurisdiction where you offer products or services for sale), or your breach of these Terms of Service. You represent and warrant that your Store, your Materials and the goods and services you sell through the Services will be true, accurate, and complete, and will not violate any applicable laws, regulations or rights of third parties. For the avoidance of doubt, Shoplazza will not be the seller or merchant or record and will have no responsibility for your Store or items sold to customers through the Services.
You are solely responsible for the goods or services that you may sell through the Services (including description, price, fees, tax that you calculate, defects, required legal disclosures, regulatory compliance, offers or promotional content), including compliance with any applicable laws or regulations.
You may not use the Shoplazza Services 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 (including but not limited to obtaining and complying with the requirements of any license or permit that may be necessary to operate your store or that may be held by you) in your use of the Service and your performance of obligations under the Terms of Service.
The API Terms govern your access to and use of the Shoplazza API (as defined therein). You are solely responsible for the activity that occurs using your API Credentials (as defined in the API Terms) and for keeping your API Credentials secure.
You agree to use Shoplazza Checkout for any sales associated with your online store. “Shoplazza Checkout” means Shoplazza’s checkout experience that allows Customers to enter their shipping information and payment details after adding item(s) to their cart and before placing an order, including checkouts that occur through the Shoplazza Checkout API.

4. Shoplazza Rights

Except where prohibited in these Terms of Service or by applicable law, we reserve the right to modify or terminate the Services for any reason, without notice at any time. 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.
We reserve the right to refuse the Services 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 Shoplazza customer, Shoplazza employee, member, or officer will result in immediate Account termination.
Shoplazza does not pre-screen Materials and it is in our sole discretion to refuse or remove any Materials from the Service, including your Store.
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 Shoplazza employees and contractors may also be Shoplazza customers/merchants and that they may compete with you, although they may not use your Confidential Information (as defined in Section 6) 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, your status as an employee of an entity, etc.
Shoplazza retains the right to determine, in our sole judgment, rightful Account ownership and transfer an Account to the rightful Store Owner. If we are unable to reasonably determine the rightful Store Owner, without prejudice to our other rights and remedies, Shoplazza reserves the right to temporarily disable an Account until resolution has been determined between the disputing parties.

5. Payment of Fees

You will pay the Fees applicable to your subscription to Online Services, POS Services and/or POD Services (“Subscription Fees”) and any other applicable fees, including but not limited to applicable fees relating to the value of sales made through your Store when using all payment providers other than Shoplazza Payments (“Transaction Fees”), and any fees relating to your purchase or use of any products or services such as Shoplazza Payments, POS Equipment, POD Services, shipping, apps, Themes, domain names, media solutions services, Shoplazza Directory, any products and services provided by Shoplazza 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 payment method on file with us to pay for all incurred and recurring Fees. Shoplazza will charge applicable Fees to any valid payment method that you authorize (“Authorized Payment Method”), and Shoplazza will continue to charge the Authorized Payment Method 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”). Your first Subscription Fee will be charged on the last day of your free trial at the time 23:59:59 (GMT-4) (the first billing date). Fees of the POS Services will be charged subject to the purchase quotation. Transaction Fees and Additional Fees will be charged on a one-time, recurring or flexible basis, as applicable, based on factors such as the Services actual usage, transaction value, agreed terms for accessing the Services and any other factors which may be relevant to your utilization of the Services, at Shoplazza’s sole discretion.
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 the Account page of your Store’s administration console.
If we are not able to process payment of Subscription Fees using an Authorized Payment Method, we will send you an email reminding the unsuccessful payment and provide method to update your Authorized Payment Method, we will make a second attempt to process using any Authorized Payment Method 24 hours later. If the second attempt is not successful, we will make a final attempt 24 hours later following the second attempt. If our final attempt is not successful, we may suspend and revoke access to your Account and the Services. Your Account will be reactivated upon your payment of any outstanding Subscription Fees, plus any other Fees applicable to your next billing cycle. You may not be able to access your Account, your storefront or the Services during any period of suspension.
If we are not able to process payment of any Fees other than Subscription Fees using an Authorized Payment Method, we may, but not obliged, send you the reminder(s), provide an opportunity to update your Authorized Payment Method, reschedule a new payment date, or utilize any other methods, following which additional attempt may be made to process any outstanding Fees, or directly make subsequent attempts using any Authorized Payment Method. Failure to make timely payments may result in the suspension or termination of your Account or access to the Services. Your Account will be reactivated upon your payment of any outstanding Fees, plus any other Fees applicable to your next billing cycle. You may not be able to access your Account, your storefront or the Services during any period of suspension.
If the outstanding Fees remain unpaid for 60 days following the date of suspension, Shoplazza reserves the right to terminate your Account.
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”).
You are responsible for all applicable Taxes that arise from or as a result of your subscription to or purchase of Shoplazza’s products and services. To the extent that Shoplazza 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. If you are exempt from payment of such Taxes, you must provide us with evidence of your exemption, which in some jurisdictions includes 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 evidence satisfactory to Shoplazza of your exemption. If you are not charged Taxes by Shoplazza, you are responsible for determining if Taxes are payable, and if so, self-remitting Taxes to the appropriate tax authorities in your jurisdiction.
For the avoidance of doubt, all sums payable by you to Shoplazza under these Terms of Service shall be paid free and clear of any deductions or withholdings whatsoever. Other than Taxes charged by Shoplazza to you and remitted to the appropriate tax authorities on your behalf, any deductions or withholdings that are required by law shall be borne by you and paid separately to the relevant taxation authority. Shoplazza shall be entitled to charge the full amount of Fees stipulated under these Terms of Service to your Authorized Payment Method ignoring any such deduction or withholding that may be required.
You are solely responsible for all determining, collecting, withholding, reporting, and remitting taxes, duties, fees, surcharges and additional charges that arise from or as a result of any sale on your Shoplazza Store or your use of the Services. The Services are not a marketplace. Any contract of sale made through the Services is directly between you and the customer.
You must maintain an accurate location in the administration menu of your Shoplazza Store. If you change jurisdictions you must promptly update your location in the administration menu.
Shoplazza may from time to time launch promotional offers (the "Offers"). The applicable terms and conditions of the Offers will be published whereas it applies. You must read, agree with and accept all of the terms and conditions contained or expressly referenced in these terms and conditions, including Shoplazza’s Terms of Service before you participate in the Offers. Your participation in the Offers constitutes your acceptance of these terms and conditions.
All Offers are non-transferable and cannot be redeemed for cash or each Offer cannot be combined with any other Offers. Any Offers are valid for one-time activation and will not be reactivated for any payment error.
All Offers are special offers, Shoplazza reserves the right to launch, revoke, alter any Offers at any time with notice. Such notices do not apply retroactively.
Shoplazza does not provide refunds.

6. Confidentiality

“Confidential Information” shall include, but shall not be 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. Shoplazza’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.
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 6. Each party agrees that it shall 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. Confidential Information shall 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.

7. Limitation of Liability

You expressly understand and agree that, to the extent permitted by applicable laws, Shoplazza 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 or relevant to the use of or inability to use the Service.
To the extent permitted by applicable laws, in no event shall Shoplazza 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, Shoplazza 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 (1) your breach of these Terms of Service or the documents it incorporates by reference (including the AUP); (2) your violation of any law or the rights of a third party; (3) any aspect of the transaction between you and your customer, including but not limited to refunds, chargebacks, fraudulent transactions, alleged or actual violation of applicable laws (including but not limited to Federal and State consumer protection laws), or your breach of the Terms of Service; or (4) your Materials, your use or provision of the Materials, and the use or processing of your Content by us for the provision of the Services.
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.
You will be responsible for any breach of the Terms of Service by your affiliates, agents or subcontractors and will be liable as if it were your own breach.
Shoplazza does not warrant that the Services will be uninterrupted, timely, secure, or error-free.
Shoplazza does not warrant that the results that may be obtained from the use of the Services will be accurate or reliable.
Shoplazza is not responsible for any of your tax obligations or liabilities related to the use of Shoplazza’s Services.
Shoplazza 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.

8. Waiver, Severability, and Complete Agreement

The failure of Shoplazza 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.

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

9. Intellectual Property and Customer Content

9.1 Your Materials

We do not claim any intellectual property rights over the Materials you provide to the Shoplazza Services; however, you agree to grant Shoplazza a non-exclusive, transferable, sub-licensable, royalty-free, worldwide right and license to host, use, distribute, expose, modify, run, copy, store, publicly perform, communicate to the public (including by telecommunication), broadcast, reproduce, make available, display, and translate, and create derivative works of any Materials provided by you in connection with the Services. You represent, warrant, and agree that you have all necessary rights in the Materials to grant this license. We may use our rights under this license to operate, provide, advertise and promote the Services and to exercise our rights and perform our obligations under the Terms of Service. You are responsible for compliance of the Materials with any applicable laws or regulations. You irrevocably waive any and all moral rights you may have in the Materials in favor of Shoplazza and agree that this waiver may be invoked by anyone who obtains rights in the materials through Shoplazza, including anyone to whom Shoplazza may transfer or grant (including by way of license or sublicense) any rights in the Materials.
You represent and warrant that: (i) you have all rights, licenses, and permissions needed to upload,the Materials to use the Services; (ii) neither your Materials, nor your use and provision of your Materials, nor any use or processing of your Materials by us for the provision of the Services will infringe, misappropriate, or violate any third party's intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable laws, rules, or regulations.
You can delete your Materials at any time by specifically deleting it. However, in certain instances, some of your Materials may not be completely removed, and copies of your Materials may continue to exist within or outside our Services. In addition, Materials you delete may persist for a limited period in backup copies. We are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of your Materials. Further, where your Materials is publicly available (such as those you shared to any other third-party platforms), you acknowledge that we cannot control whether people will copy or reproduce such Materials and how they are going to use such copies of such Materials, and we have no responsibility in this regard. You agree that you will not have any claims against us arising from or relating to third parties using image, design, video, and other materials that derive from or are based on your Materials in any form, including, in particular, publishing on the Internet.
If you owned the Materials before using in the Services then, despite uploading them to your Shoplazza Store and using them in the Services they remain yours, subject to any rights or licenses granted in the Terms of Service or elsewhere. You can remove your Shoplazza Store at any time by deleting your Account. If you remove your Shoplazza Store, any rights or licenses granted to the Materials that Shoplazza requires to exercise any rights or perform any obligations that arose under these Terms of Service will not be terminated.
By uploading Materials, you agree: (a) to allow other internet users to view the Materials you post publicly to your Store; and (b) that Shoplazza can, at any time, monitor, review and delete all the Materials submitted to its Service, although Shoplazza is not obligated to screen, edit, monitor and delete them.
You grant Shoplazza a non-exclusive, transferable, sub-licensable, royalty-free, worldwide right and license to use the names, trademarks, service marks and logos associated with your Store (“Your Trademarks”) to operate, provide, and promote the Services and to perform our obligations and exercise our rights under the Terms of Service. This license will survive any termination of the Terms of Service solely to the extent that Shoplazza requires the license to exercise any rights or perform any obligations that arose during the Term.

9.2 Shoplazza Intellectual Property

You agree that you may not use any trademarks, logos, or service marks of Shoplazza, whether registered or unregistered, including but not limited to the word mark SHOPLAZZA (“Shoplazza Trademarks”) unless you are authorized to do so by Shoplazza in writing. You agree not to use or adopt any marks that may be considered confusing with the Shoplazza Trademarks. You agree that any variations or misspellings of the Shoplazza Trademarks would be considered confusing with the Shoplazza Trademarks.
You agree not to purchase, register, or use search engine or other pay-per-click keywords (such as Google Ads), trademarks, email addresses, social media names, or domain names (including without limitation top-level domains, sub-domains, and page URLs) that use or include Shoplazza or Shoplazza Trademarks or that use or include any terms that may be confusing, include but not limited to variations and misspellings with the Shoplazza Trademarks.
You acknowledge and agree that the Terms of Service do not give you any right to implement Shoplazza patents.

10 . Additional Services

10.1 Theme Store

You may establish the appearance of your Shoplazza Store with a design template from Shoplazza’s Theme Store (“a Theme”). If you download a Theme, you are licensed to use it for a single Store only. You are free to transfer a Theme to a second one of your own Stores if you close your first Store. To initiate a transfer of a Theme to a second one of your Stores, please contact Shoplazza Support. You are not permitted to transfer or sell a Theme to any other person’s Store on Shoplazza or elsewhere. Multiple Stores require multiple downloads and each download is subject to the applicable fee. Shoplazza gives no assurance that a particular Theme will remain available for additional downloads.
You may modify the Theme to suit your Store. Shoplazza may add or modify the footer in a Theme that refers to Shoplazza at its discretion. Shoplazza may modify the Theme where it contains, in our sole discretion, an element that violates the Shoplazza AUP or other provisions of the Terms of Service, even if you received the Theme in that condition. Shoplazza may modify the Theme to reflect technical changes and updates as required.
The intellectual property rights of the Theme remain the property of the designer. If you exceed the rights granted by your purchase of a Theme, the designer may take legal action against you, and, without prejudice to our other rights or remedies, Shoplazza may take administrative action such as modifying your Store or closing your Store.
Technical support for a Theme is the responsibility of the designer, and Shoplazza accepts no responsibility to provide such support. Shoplazza may be able to help you contact the designer.
It is the responsibility of the user, and not Shoplazza, to ensure that the installation of a new theme does not overwrite or damage the current or preexisting theme, or UI, of the user.

10.2 Gift Card

The Gift Card Services allows you to manage gift cards issued by you to your customers (the “Gift Cards”).You will only use the Gift Card Services in compliance with Shoplazza Gift Card Service Terms (as may be amended from time to time), and applicable laws (including the laws of the jurisdiction from which you use our service, and in which the gift cards issued by you are used).

10.3 Shoplazza Shipping

You can purchase shipping labels from within Shoplazza Administration console (“Shoplazza Shipping”) for delivery of goods purchased from your Shoplazza Store. You acknowledge and agree that the access and to use of Shoplazza Shipping is subject to Shoplazza’s Third Party Service Providers and in accordance with section 14.
Shoplazza will not be responsible for any local customs charges, import taxes or duties or any similar charges related to your shipments. You are the sole and fully responsible person to fulfill such responsibilities. If any such charges become due as a result of your use of Shoplazza Shipping and are charged to Shoplazza by any competent authority, you agree to reimburse Shoplazza fully in respect of the same within 7 days of our demand.

10.4 Beta Services

From time to time, Shoplazza may, in its sole discretion, invite you to use, on a trial basis, pre-release or beta features that are in development and not yet available to all merchants (“Beta Services”). Beta Services may be subject to additional terms and conditions, which Shoplazza will provide to you prior to your use of the Beta Services. Such Beta Services and all associated conversations and materials relating thereto will be considered Shoplazza Confidential Information and subject to the confidentiality provisions in this agreement. Without limiting the generality of the foregoing, you agree that you will not make any public statements or otherwise disclose your participation in the Beta Services without Shoplazza’s prior written consent. Shoplazza makes no representations or warranties that the Beta Services will function. Shoplazza may discontinue the Beta Services at any time in its sole discretion. Shoplazza will have no liability for any harm or damage arising out of or in connection with a Beta Service. The Beta Services may not work in the same way as a final version. Shoplazza may change or not release a final or commercial version of a Beta Service at our sole discretion.

10.5 Shoplazza Email

You may generate or send email from your Account using the Shoplazza email services (the “Email Services”). You shall comply with the terms applicable to the Services generally (including these Terms of Service, AUP, and Shoplazza’s Privacy Policy) and the following terms (collectively, the “Email Services Requirements”) apply to your access and use of the Email Services:

Shoplazza’s Email Services utilize Third Party Providers. Your use of the Email Services is subject to the Third Party Providers’ service-specific terms applicable to the Email Services as it may be amended from time to time.
You must comply with: (1) all applicable laws and regulations for your use of the Email Services. 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, and (2) all applicable policies, rules and guidelines established by Shoplazza or Third Party Providers. It is your responsibility to know, read and understand all the laws and regulations, guidelines, documentations applicable to your use of the Email Services and the emails you generate or send through the Email Services.
You explicitly agree that Shoplazza may use specific measures to check the content of emails you send using the Email Services prior to delivery (“Content Checking”). It is intended to limit spam, phishing, or other malicious emails that contravene these Terms of Service, or Shoplazza’s AUP (collectively, “Risks”). Shoplazza does not warrant that the Email Services will be free from Risks, and you shall be responsible for all content generated by your respective Stores.
Sensitive personal data includes but is not limited to an individuals’ health status and medical history, genetic and biometric data, race, ethnic origin, nationality, political opinions, religious, philosophical or moral beliefs or other sensitive data (collectively, “Sensitive Data”). You agree to use commercially reasonable efforts not to include Sensitive Data in the content of your emails delivered using the Email Services. You shall read and understand your obligations in relation to Sensitive Data.
For any violations of the Email Services Requirements, Shoplazza will assess and determine compliance with the Email Services Requirements in its sole discretion. Shoplazza, or its third party providers, may suspend or terminate your access to and use of the email services if you do not comply with the Email Services Requirements.

10.6 Shoplazza App

The Shoplazza app is a Shoplazza application that is available to you (the “Shoplazza App”) to login into your Shoplazza Store, manage your order and Account, and view the operation data of your Shoplazza Store.
The Shoplazza App is deemed to be a part of the Services, and all terms applicable to the Services apply. Without limiting the generality of the preceding sentence, and subject to these Terms of Service and all applicable guidelines and policies, Shoplazza reserves the right to refuse a merchant access to or use of all or part of the Shoplazza App for any reason and at any time without prior notice.
You shall comply with these Terms of Service, Shoplazza’s Privacy Policy, AUP for your use of the Shoplazza APP.

10.7 POS Services

The POS Services include the Shoplazza POS software, programs, apps, tools, internet-based services and components, documentation, Shoplazza’s POS hardware (“POS Equipment”) and any enhancements and improvements made by Shoplazza. You shall have an active and valid Account in order to access and use the POS Service.
Your access and use of the POS Services is subject to the following terms and other requirements set forth in the agreement related to the POS Services, in addition to the terms applicable to the Services generally. Purchase of the POS Equipment is subject to the POS Equipment Terms.
You agree to use the POS Services in compliance with all procedures that may be provided and amended by Shoplazza at our sole discretion from time to time. You shall be responsible for maintaining the security of the Account credentials.
You can terminate your POS Services and it will not affect your continued use of other Services you subscribe to, and in such case, you will continue to be billed, and will be charged, the Services (other than the terminated POS Services).
Although the POS Services use encryption technology, and the law generally prohibits third parties from monitoring transmission, we cannot ensure security of the connection to the POS Services. We will not be liable for any unauthorized access to or use of data transmitted via the POS Services.

10.8 Shoplazza One Pixel

Shoplzza allows you to add pixels to your Shoplazza Store to enable you or a third party to track customer events (the “Shoplazza One Pixel”). You may manage your pixels from within the user interface in the administrative console of your Shoplazza Store.

In addition to the terms applicable to your use of the Services generally (including these Terms of Service, Shoplazza’s Acceptable Use Policy, and Privacy Policy), the following terms apply to your access to and use of the Shoplazza One Pixel; (1) You shall comply with all applicable laws and obtain all necessary consents from every site visitor and customer whose events you track; (2) You shall obtain all necessary rights and consents prior to providing Shoplazza with the foregoing information if you provide Shoplazza with any data collected using pixels, including names, email addresses, phone numbers, or other data that personally identifies an individual; (3) You agree that Shoplazza may disable any pixels that Shoplazza identifies as malicious, in Shoplazza’s sole discretion; and (4) You will not, and will not allow any third parties to, use pixels; i. to engage in or promote any unlawful, infringing, defamatory or otherwise harmful activity; or ii. to disable, interfere with or circumvent any aspect of the Services.
Shoplazza may collect information associated with the Shoplazza One Pixel, such as how pixels are used, and how and what scripts are added. Shoplazza may use this data to improve, maintain, protect and develop the Shoplazza One Pixel.

10.9 Shoplazza POD Service (Product Customizer)

The POD Services include the product design and any enhancements and improvements made by Shoplazza. Merchants and customers can create and customize designed products (the “Customized Product”). You are responsible for managing the production, packing, logistics and delivery of the Customized Products created by using the POD Services.
Your access and use of the POD Services is subject to the following terms, in addition to the terms applicable to the Services generally.
Items including but not limited to mockups, templates, images and other design assets and texts we design and offer (the “Items”) for you and/or your customers to create the Customized Products and/or the POD Services we offer and their intellectual property rights belong exclusively to Shoplazza or its Third Party Providers (if any). Items and any results may only be used in connection with the designing, producing, advertising, promoting, offering and sale of Customized Products and may not be used for other purposes than using the POD Services. You agree that you must evaluate and to the extent permitted by law bear all risks associated with the use of any Items, including any reliance on the accuracy, completeness, or usefulness of such items. You acknowledge that you may not rely on any Items in any or all parts of the POD Services.
You are responsible for all of your activity in connection with the POD Services including the provision of your Materials to the POD Services and Customized Product. You understand that Shoplazza cannot and does not make any warranties about your Materials or the Customized Product you sell to your customer. Any legal claim related to the Customized Product your customers purchase must be brought directly against you as the seller. You release Shoplazza from any claims related to the Customized Product, including claims for misrepresentations by you to your customers or claims for physical injury or property damage by any of your Customized Product.
You can terminate your POD Services and it will not affect your continued use of other Services you subscribe to, and in such case, you will continue to be billed, and will be charged, the Services (other than the terminated POD Services).

10.10 AI Service

We may offer products, features, or tools as part of the Services that are powered by artificial intelligence, machine learning, or similar technologies (collectively, "AI Services") by using Third Party Provider.
Your access and use of the AI Services is subject to the following terms, in addition to the terms applicable to the Services generally.
Input and Output

You are responsible for any text, images, photos, data or other Materials you upload or submit to the AI Services (“Input”) as well as the text, images, photos, data or other content generated by the AI Services based on your Input (“Output”). You shall ensure that your use of the AI Services, including Input and Output is in compliance with this Terms of Service and with applicable laws and regulations. For clarity, Input is part of the Materials. You acknowledge that:

a. Your Output may not be unique and other merchants or customers may receive same or similar Output from the AI Services. Other merchants or customers may also submit the same or similar Input and receive the same, or similar Outputs that are not unique to you and you may not claim ownership in them.

b. You should not rely on Output from the AI Services entirely. You must evaluate Output for accuracy and appropriateness for your use case, including using human review as appropriate, before using or sharing Output from the AI Services.

c. You must not use any Output relating to a person for any purpose that could have a legal or material impact on that person, such as making credit, educational, employment, housing, insurance, legal, medical, or other important decisions about them.

d. Input will not be treated as Confidential Information. You should not include any data or information in your Input that you are restricted from using or sharing.
You retain all rights you may have to use and exploit your Output and the Third Party Provider retain all ownership in and to the AI Services, including but not limited to all algorithms or models and aggregated results of developing the AI Services. You can use your Output for any lawful purpose, including commercial purposes such as sale or publication, in accordance with the Third Party Provider’s terms, and applicable laws and regulations.
Your use of the AI Services is subject to the Third Party Providers’ service-specific terms applicable to the AI Services as it may be amended from time to time.

11. Shoplazza Contracting Party

If the billing address of your Store is located in the United States, Canada, the United Kingdom or EU (European Union member states), this Section 11.1 applies to you:
1. “Shoplazza Contracting Party” means Shoplazza Corp., a Canadian corporation, with offices located at 6th floor, 15 Allstate Parkway, Markham, ON L3R 5B4, Canada.
2. The parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of the Province of Ontario 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.
If the billing address of your Store is located in the Asia Pacific Region (including Australia, New Zealand, China, Japan, Singapore), and other regions or jurisdictions not listed in Section 11.1, including Russia, the Middle East, Africa, South America, Caribbean, or Mexico, this Section 11.2 applies to you:
1. “Shoplazza Contracting Party” means Shoplazza Hongkong Limited, a corporation formed under the Law of Hong Kong SAR, China, with offices located at Unit 68, Level 24, Lee Garden One, 33 Hysan Avenue, Causeway Bay, Hong Kong SAR, China.
2. The parties irrevocably agree that the courts of Hong Kong are to have exclusive jurisdiction to settle any dispute which may arise out of or in connection with the Terms of Service and that accordingly any proceedings arising out of or in connection with the Terms of Service shall be brought in such courts. 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.

12. Cancellation and Termination

You may cancel your Account and terminate the Terms of Service at any time by contacting Shoplazza Support and then following the specific instructions indicated to you in Shoplazza’s response.
Upon termination of the Services by either party for any reason:
1. Shoplazza will cease providing you with the Services and you will no longer be able to access your Account;
2. unless otherwise provided in the Terms of Service, you will not be entitled to any refunds of any Fees, pro rata or otherwise;
3. any outstanding balance owed to Shoplazza for your use of the Services through the effective date of such termination will immediately become due and payable in full; and
4. your Store website will be taken offline.
Upon termination, you will need 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 Shoplazza Service, the Terms of Service and/or your Account for any reason, without notice at any time (unless otherwise required by applicable law). Termination of the Terms of Service shall be without prejudice to any rights or obligations which arose prior to the date of termination.
Fraud: Without limiting any other remedies, Shoplazza 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 use of the Services.

13. Modifications to the Service and Prices

Prices for using the Services are subject to change upon 30 days’ notice from Shoplazza. Such notice may be provided at any time by posting the changes to the Shoplazza Site (Shoplazza.com) or the administration menu of your Shoplazza Store via an announcement, sending an email to the Store Owner’s registered email address or by similar means.
Shoplazza 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).
Shoplazza shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Service.

14. Third Party Services

Shoplazza 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 Shoplazza App Store, or Shoplazza Directory. 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.
Shoplazza Directory is an online directory of independent third parties (“Experts”) that can help you build and operate your Shoplazza Store in various aspects. You can find, contact, engage and work with an Expert directly through Shoplazza Directory. Experts are part of Shoplazza’ Third Party Providers and the services provided by Experts are part of the Third Party Services.
Any use by you of Third Party Services, Shoplazza Experts or Shoplazza’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, Shoplazza may receive a revenue share from Third Party Providers that Shoplazza recommends to you or that you otherwise engage through your use of the Services, Shoplazza Directory (Experts) or Shoplazza’s website.
We do not provide any warranties or make representations to you with respect to Third Party Services. You acknowledge that Shoplazza 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 Shoplazza’s websites, including the Shoplazza App Store, Shoplazza Experts, 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 Shoplazza. Shoplazza does not guarantee the availability of Third Party Services and you acknowledge that Shoplazza may disable access to any Third Party Services at any time in its sole discretion and without notice to you. Shoplazza is not responsible or liable to anyone for discontinuation or suspension of access to, or disablement of, any Third Party Service. Shoplazza 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 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. Shoplazza 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 and Address Capture & Verification service supported by Loqate are Third Party Services that are used within the Services. Your use of the Services is subject to your acceptance of the Google Maps and Earth Enterprise Universal Acceptable Use Policy, Google Maps and Google Earth Additional Terms of Service and Google Privacy Policy, the GBG Products and Services Privacy Policy and applicable Additional Terms, as it may be amended by Google and GBG from time to time.
You acknowledge and agree that: (i) by submitting a request for assistance or other information through Shoplazza Directory or Shoplazza Support, you consent to being contacted by one or more Third Party Providers at the Store Owner’s registered email address (or such other email address provided by you); and (ii) Shoplazza will be notified for communications being initiated via Shoplazza Directory and receive all email communications exchanged via Shoplazza Support or in any reply emails (each a “Reply”) that originate from Shoplazza Support (directly or indirectly) between yourself and Experts. You further agree that Shoplazza may share your contact details and the background information that you submit via the Shoplazza Directory and/or Shoplazza Support with Third Party Providers. Third Party Providers may require access to certain admin pages on your Shoplazza Store. You choose the pages that the Third Party Providers can access.
The relationship between you and any Third Party Provider is strictly between you and such Third Party Provider, and Shoplazza is not obligated to intervene in any dispute arising between you and a Third Party Provider.
Under no circumstances shall Shoplazza 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 Shoplazza 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, Shoplazza 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.

15. Feedback and Reviews

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

Shoplazza supports the protection of intellectual property and asks Shoplazza 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 Shoplazza’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 (link to our online complaint form).

17. Privacy & Data Protection

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

To the extent that Shoplazza processes personal information of your customers as a “data processor” or “service provider” under certain data privacy or protection laws, including the EU or UK General Data Protection Regulation and the California Consumer Privacy Act, Shoplazza’s collection and use of personal information is also subject to our Data Processing Addendum.

18. General Conditions

Technical support in respect of the Services is only provided to Shoplazza Users.
The Terms of Service shall be governed by and interpreted in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein, without regard to principles of conflicts of laws. 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 Shoplazza may amend these Terms of Service at any time by posting the relevant amended and restated Terms of Service on Shoplazza’s website, available at https://www.shoplazza.com/pages/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 Shoplazza’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.
Save for Shoplazza and its affiliates, Shoplazza Users or anyone accessing Shoplazza 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.
The Shoplazza API License and Terms of Use at https://www.shoplazza.com/pages/api-terms govern your access to and use of the Shoplazza API (as defined therein). You are solely responsible for the activity that occurs using your API Credentials (as defined in the API Terms) and for keeping your API Credentials secure.
You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Services, or access to the Services without the express written permission by Shoplazza.
Questions about the Terms of Service should be sent to Shoplazza Support.
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 Services, including information transmitted to or stored by Shoplazza, is governed by its privacy policy at https://www.shoplazza.com/pages/privacy
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 Shoplazza’s Terms of Service available in another language, the most current English version of the Terms of Service at https://www.shoplazza.com/pages/terms will prevail. Any disputes arising out of these Terms of Service will be resolved in English unless otherwise determined by Shoplazza (acting in its sole discretion) or as required by applicable law.
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. Shoplazza 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 Shoplazza’s prior written consent, to be given or withheld in Shoplazza’s sole discretion.
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.
On termination, all related rights and obligations under the Terms of Service immediately terminate, except that (a) you will remain responsible for performing all of your obligations in connection with transactions entered into before termination and for any liabilities that accrued before or as a result of termination; sections 1, 5, 6, 7-8, 9.1 and 11-18 will survive the termination or expiration of these Terms of Service.