SHOPLINE ENTERPRISE TERMS

Acceptance of the Terms

Before you may become a user of SHOPLINE - Enterprise, you must read and accept all of the terms and conditions in, referenced or linked to. As you read these Terms, you should also access and read all of the linked information in its entirety. In particular the clauses that have a significant interest related to you, such as exemption or mitigation of liability (especially clauses that are bold and underlined to remind users), legal application and dispute resolution clauses, etc.

In particular, apart from these Terms, you must read and accept the below terms and policies:‍

• SHOPLINE Terms (“Main Site Terms”)
  URL: https://shopline.com/terms

• SHOPLINE Privacy Policy (“Main Site Privacy Policy”)
  URL: https://shopline.com/privacy

• Announcements, rules and policies published and updated from time to time in the SHOPLINE Rule Center (“Rule Center”)
  URL: https://rulecenter.shopline.com/regular/official#/home?lang=en

If there is a conflict between these Terms and the Main Site Terms and the Main Site Privacy Policy, these Terms shall prevail. If there is a conflict between these Terms and the Rule Center, the content of the Rule Center shall prevail. If there is no agreement in Terms, but there is an agreed term in the above-mentioned agreements, these Terms shall apply with reference to the specific agreed terms in the above-mentioned agreement.

If you access or use the Services from within a jurisdiction for which there are separate supplemental terms, you also hereby agree to the supplemental terms applicable to you in each jurisdiction as outlined below, and in the event of a conflict between the provisions of the section headed “Supplemental Terms – Jurisdiction-Specific” that are relevant to your jurisdiction from which you access or use the Services, and the rest of these Terms, the relevant jurisdictions’ “Supplemental Terms – Jurisdiction-Specific” will supersede and control. 
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By using SHOPLINE - Enterprise whether via the Website or any of the Services, you agree to be bound by the Terms relating to, amongst others, your use of the information, software, products, and services contained in or made available on the SHOPLINE - Enterprise. These Terms govern any use of SHOPLINE – Enterprise as a guest or as a fee-paying member. These Terms may be updated and/or amended from time to time without notice. Please see the section headed "Changing These Terms" regarding amendments to the Terms. You will need to accept any updated Terms to continue using SHOPLINE - Enterprise. By accepting the Terms, you agree that to be bound by these Terms and the Privacy Policy will apply whenever you use the services provided on SHOPLINE -Enterprise. These Terms apply to any of our domains and sub-domains. IF YOU DO NOT AGREE TO THE TERMS, PLEASE DO NOT PROCEED TO USE OR ACCESS SHOPLINE - ENTERPRISE OR THE SERVICES.

SHOPLINE - Enterprise’s Services

During your use of SHOPLINE - Enterprise Services, we will provide you with application packages and integrated solutions software and services including SAAS subscriptions, plug-in applications, etc. After you register as a SHOPLINE - Enterprise member, your main account will be regarded as an organization ("Organization"), and your Organization will correspond to a maximum number of no more than 10 stores confirmed by SHOPLINE ("Package Stores"). If you need to activate more stores than the Package Stores, you can activate Expansion Stores in additional to the Organization by paying the Additional Store Subscription Fee agreed in the "Platform Fees" section. In the context of these Terms, “Store” means your Organization and, to the extent applicable, each Expansion Store. “Expansion Store” means each Store, additional to the Organization activated for you by SHOPLINE that is (i) an extension of the Organization; (ii) is identical to the Organization with respect to the Store name and other branding; (iii) carries the same types of products as the Organization; and (iv) may differ in language.

SHOPLINE - Enterprise as an enterprise-level package ("Package") provided by SHOPLINE, the Services and Features included in our Package ("Package Services and Features").

In addition to the services and functions in the above package, we will also provide the following unique services and functions ("Unique Services and Functions"), that is, these unique services and functions are unique to this package compared with other businesses of SHOPLINE. 

Please see our “Package Information” for the above content.
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Please note that the service scope, information and content of the above packages provided by SHOPLINE - Enterprise may be updated and amended ("Amendment") from time to time, including but not limited to expanding, reducing, or modifying any one or more items included in the above scope, or adjust it from one category of services and functions to another, etc. Generally, the above Amendment will be updated in the latest updated Terms and will be integrally applicable to members of SHOPLINE - Enterprise, unless the Amendment constitutes a major substantive amendment to the scope of the above services. For such major substantive Amendments, SHOPLINE will notify you through various methods including emails and platform messages.

In addition, our services may from time to time be applied or linked to other businesses under the SHOPLINE ecosystem provided by SHOPLINE to users ("Other Businesses"), including but not limited to, if applicable, SHOPLINE – PAYMENT and Oneship, etc. If Other Businesses have their own dedicated user agreements, when we provide you with services of that category, if their user agreements are inconsistent with these Terms, the provisions of the dedicated user agreements for those products shall prevail. At the same time, when you use Other Services, the specific quotations for such products will apply.

Membership and Accounts

SHOPLINE - Enterprise's Services are available only to, and may only be used by, persons who can form legally binding contracts under applicable law. You represent and warrant that all registration information you submit is complete, accurate, and truthful. If you are accepting these terms on behalf of a company, organization, or other legal entity, you represent and warrant that: 

• you are authorized to do so; 

• the legal entity you represent agrees to be bound by the Terms; 

• neither you nor the legal entity you represent is barred from agreeing and accepting the Terms or is barred from using the Services under applicable laws; and 

• all registration information you submit is complete, accurate and truthful. We may, in our sole discretion, refuse to offer access to or use of SHOPLINE – Enterprise to any person and change its eligibility criteria at any time. This provision is void where prohibited by law and the right to access SHOPLINE – Enterprise is revoked in such jurisdictions.

Individuals under the age of 18 (or who are considered minor under the applicable law) must at all times use SHOPLINE – Enterprise’s Services only in conjunction with and under the supervision of a major parent or legal guardian. In this case, the adult is deemed to be the user and is responsible for any and all activities.

Accounts must be registered only by the person seeking membership. Registration of accounts in a name other than the registrant's (fictitious or real) is expressly prohibited. Such use constitutes fraud and may give rise to criminal prosecution and substantial damages. You shall not: (a) permit any third party (other than your employee or agent who shall be equally subject to these Terms) to use the Services, including, but not limited to, accessing your dashboard under the Services; (b) reverse engineer, disassemble, or otherwise attempt to discover the source code or knowhow of any part of the Services; (c) access the Service with the purpose of creating a competing product or service; (d) create derivative work based on any part of the Services; or (e) copy, frame or mirror any part of the content of the Services.

You agree to comply with all local laws regarding online conduct and acceptable content. In addition, you must abide by SHOPLINE – Enterprise’s policies as stated in these Terms and the other SHOPLINE policy documents listed herein or elsewhere (if applicable to your activities on or use of SHOPLINE – Enterprise) as well as all other operating rules, policies, and procedures that may be published from time to time on SHOPLINE or SHOPLINE – Enterprise platform by us or our affiliates, each of which is incorporated herein by reference, and each of which may be updated by us from time to time without notice. In addition, some services offered through SHOPLINE – Enterprise may be subject to additional terms and conditions promulgated by us from time to time; your use of such services is subject to those additional terms and conditions, which are incorporated into the Terms by this reference. Please see the section headed "Changing These Terms" regarding amendments to the Terms.

You can register and use a SHOPLINE – Enterprise account through the SHOPLINE platform; If SHOPLINE considers, through its reasonable judgment, that you have registered SHOPLINE account in an improper way or used multiple accounts, SHOPLINE may take measures such as freezing, closing the accounts, suspending or refusing to provide Services, and you shall be responsible for compensation for any losses caused to SHOPLINE and related parties.

Depending on the services you subscribe to, multiple admin and staff accounts may be made available to you (or the legal entity you act on behalf of pursuant to paragraph 1 of these Terms upon approval by us). You (or the legal entity you act on behalf of pursuant to paragraph 1 of these Terms) will be responsible and liable for the acts, omissions, and breaches arising from the use of these accounts. We may reject any application for an account, or cancel an existing account, for any reason, at our sole discretion.

The package you subscribe to is only limited to the purchased account or its sub-accounts. If you subscribe offline or through other channels, SHOPLINE will link your account to the subscription package and inform you after the linking is complete.

Using SHOPLINE - Enterprise

While using SHOPLINE – Enterprise, and any bulletin board services, chat areas, communities, and/or other communication facilities designed to enable you to communicate with other users or the public at large ("Communication Services"), all terms and agreements in the "4. Using SHOPLINE" section of the Main Site Terms will apply.

Platform Fees

When you use our SHOPLINE – Enterprise Service, we will provide you with different subscription packages accordingly. Subscription/membership fees and other fees and charges for such packages may vary.

Generally, your payment will be billed according to the billing period ("Billing Period"), which means the effective date of your subscription package under your sales contract and the corresponding date of each calendar month thereafter, and ending on the corresponding date of the next calendar month.

You agree to pay the below fees applicable to your package and any other applicable fees, including but not limited to the following costs (“Platform Fees”), including but not limited to the below fees:

• Organization Subscription Fees (“Organization Subscription Fees”)
  When you apply to subscribe to the SHOPLINE – Enterprise package, you need to pay for the Organization Subscription Fees in advance. The payment must be completed before the start of each Billing Period in order to enjoy the Services of that Billing Period. We will, based on our customers’ needs and circumstances, provide different Organization Subscription Fees, please contact us to obtain the most accurate Organization Subscription Fees quotation.

• Organization Subscription Fees (“Organization Subscription Fees”)
  When the payment of the customers under your Organization exceed a certain limit of Organization Subscription Fee, we will after the end of the Billing Period, charge you the Platform Fees corresponding to the Billing Period according to an adjustable Additional Calculation Ratio. We will adjust the Additional Calculation Ratio from time to time to adapt to the latest circumstances. The exact Additional Calculation Ratio and exact amount of Platform Fees will be stipulated in your quotation.

• Additional Store Subscription Fees (“Additional Store Subscription Fees”)
  You can freely choose to add any Expansion Store. When you want to apply for a subscription for Expansion Store, this will exceed the scope of the Package. For this reason, you need to pay an Additional Store Subscription Fees which is paid by monthly. Before activating an Expansion Store, you will need to pay the Additional Store Subscription Fees, which payment must be completed before the start of each Billing Period in order for you to enjoy the store expansion services. Please note that the effective date of your individual store will be determined based on the time you purchased that specific store. You can obtain more detailed information on the unit price of additional stores in the quotation we provide you.

• Transaction Fees (Rate) (or known as Commission) (“Transaction Fees”)
  For any Store under your Organization, we will calculate the Transaction Fees according to any transaction payment amount of The Transaction Order which is successfully transacted during the period of your use of Services (“Payment Amount of The Transaction Order”)  × a specific %. Under normal circumstances, we will generate and issue you a bill corresponding to the Transaction Fees on the 1st of the next calendar month after the end of your corresponding Billing Period, and collect this part of the Transaction Fees. However, during the Billing Period, when the amount of your Transaction Fees exceeds the threshold amount (“Threshold Amount”), a Transaction Fees invoice will be generated and issued to you immediately, you shall arrange for payment immediately after receiving the bill accordingly.
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  You can obtain the latest Threshold Amount in the quotation we provide you. Please note that we will adjust the Threshold Amount and Transaction Fees specifics from time to time to adapt to the latest circumstances. In addition, when we calculate your Transaction Amount, we will include all Eligible Transactions under your Stores. Eligible Transaction shall mean all transactions excluding cash on delivery, money orders, bank transfers, gift card,  SHOPLINE – Payment and PayPal (only applicable to Australia).

• Other Fees
  When you use our services, you may incur other fees in addition to the above fees, including usage of plug-in application (“Apps Fees”) that incur costs, such as fixed-cost SMS services, or paid plug-ins that are not included in the Package.
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  We will provide you with fee notices or invoices applicable to you by posting to your admin panel or sending it to your email address or by other means authorized by you. All fees paid to us are non-refundable except as expressly provided below or as otherwise instructed by us in writing.
  
  You may be required to keep a valid payment method on file with us to pay for all incurred and recurring Platform Fees. If you pay online, the amount you pay may vary depending on the currency you choose or the region you are in.
  
  If applicable, after you link your bank card, your subscription will automatically renew and you authorized us (without notice) to collect the then applicable Platform Fees, using any valid payment source we have on record for you. 
  
  All late payments shall bear interest at the rate of one percent (1%) per month, calculated daily. We reserve the right to suspend part or all of the functions of your Organization and Stores due to your failure to pay any payable fees in a timely manner until all outstanding amounts and interests accrued thereon are paid in full.
  
  We reserve the right to set off and apply any and all monies or credits that are owed to you against any and all of your obligations to us, whether or not your such obligations arise from these Terms or any invoices, orders, agreements, or contractual relationships between you and us or any of our affiliates.
  
  Our fees are exclusive of the applicable sales, good and service taxes, fees, or charges now in force or enacted in the future. All sums payable by you to us under the Terms shall be free of any deductions or withholdings.
  
  ‍Free Trials: We may offer free trials of SHOPLINE – Enterprise Services and/or products from time to time. The terms and conditions governing such free trials shall be contained in the offer. No refund of any amount paid for a paid product during a free trial shall be granted under any circumstances.

Term and Termination

The first day when the following conditions are met shall be the effective date of the Package ("Effective Date"): (1) You complete the payment of the Enterprise Subscription Fee; (2) You start using any of SHOPLINE – Enterprise’s Services.

The term of each SHOPLINE – Enterprise Services (the "Agreement Term") shall be stipulated under a separated sales contract with you, unless (a) the agreement is terminated due to the agreement of both parties or the unilateral right of termination of one party as stipulated in this agreement; (b) one party notify the other party of its non-renewal at least 30 days in advance during the term of the agreement; then this agreement will be automatically renewed ("Automatic Renewal") after the term of the agreement expires. The Automatic Renewal shall be held for a monthly term (30 days) until one of the above two conditions is met. You understand that you have signed up for a fixed Agreement Term. In the event of early termination with any reasons, you shall not be entitled to any refund of these fees paid to SHOPLINE – Enterprise and you shall pay the remaining balance of the Agreement Term to SHOPLINE – Enterprise immediately upon termination.

When you use SHOPLINE – Enterprise Services, regarding termination matters, the relevant provisions of "6. Termination" in the Main Site Terms will apply.

In addition, the special terms applicable to SHOPLINE – Enterprise are: when your Agreement Term expires, your Organization and the Stores under the Organization (including Expansion Stores) will be closed, and all your permissions within the Organization will be revoked.

Statement

We and SHOPLINE are not involved in the actual transaction between a buyer and a seller. We and SHOPLINE have no control over and do not guarantee the quality, safety, or legality of items advertised, the ability of sellers to sell their respective items, the ability of buyers to pay for items, the truth or accuracy of the representations made by users in respect of their items listed on SHOPLINE – Enterprise. We and SHOPLINE – Enterprise cannot provide any assurance for whether exchange of communication or statements of intention between buyers and sellers to conclude a transaction between users through SHOPLINE – Enterprise will ultimately be consummated with an exchange of consideration for products or services.

We do not transfer or guarantee the transfer of legal ownership of items from the seller to the buyer. Unless the buyer and the seller agree otherwise, the buyer will become the item's lawful owner upon the physical receipt of the item from the seller. Further, we cannot guarantee continuous or secure access to our services, and the operation of SHOPLINE – Enterprise may be interfered with by numerous factors outside of our control. Accordingly, to the extent legally permitted, we exclude all implied warranties, terms, and conditions. We are not liable for any loss of money, goodwill, or reputation, or any special, indirect, or consequential damages in relation to and arising out of your use of our sites and services. You use SHOPLINE at your own risk.

We do not control the information provided by other users that are made available through SHOPLINE – Enterprise. You may find other users’ information to be offensive, harmful, inaccurate, or deceptive. Please use caution, and common sense, and practice safe exchange when using SHOPLINE – Enterprise. Please note that there are also risks of dealing with underage persons or people acting under false pretence. By using SHOPLINE, you agree to accept such risks and we and/or SHOPLINE are not responsible for the acts or omissions of users on SHOPLINE – Enterprise.

We aim to update and maintain SHOPLINE – Enterprise regularly and can change the content at any time. We will use our reasonable efforts to keep SHOPLINE – Enterprise available to you, but if necessary, we may suspend access to the Website or other sites related to SHOPLINE, or close them indefinitely. We will not be liable if for any reason SHOPLINE – Enterprise becomes unavailable at any time or for any period.

SHOPLINE and some of the articles on SHOPLINE – Enterprise contain links to other resources and businesses on the internet. We provide these links for your information only. We do not sponsor, nor are we affiliated to or associated with such resources or businesses. Your ability to access such links allows you to use any trade name, registered trademark, logo, legal or official seal, or copyrighted symbol in the links. Our liability for your use of SHOPLINE – Enterprise is set out in the section headed "Disclaimer, Indemnity and Limitation of Liability" section below.

You acknowledge that unless otherwise agreed, we may provide the Services to your competitors and make no promise of exclusivity in any particular market segment.

Your Statement and Warranty

You are solely responsible for your conduct and activities on and regarding SHOPLINE – Enterprise and any and all data, text, information, usernames, graphics, images, photographs, profiles, audio, video, items, and links (together, "Content") that you submit, post, and display on SHOPLINE – Enterprise.

Regarding your content and your use of SHOPLINE – Enterprise, you represent and warrant that you will abide by all statements and warranties in the "8. Prohibited, Questionable and Infringing Items and Activities" in the Main Site Terms, and will abide by all the terms in these Terms and agreement.

At the same time, between SHOPLINE – Enterprise and you, you will be considered the more appropriate party to deal with improper use of the Service. Therefore, you will additionally represent and warrant that:

• You will be responsible for the operation and management of all Stores under your Organization, regardless of whether these stores are included in the package or expanded stores;

• Any transaction in the store organized by you will be regarded as your transaction, not our transaction with any third party. You will fully perform all obligations under the transaction with any third party, and promise to directly deal with any transactions caused by Disputes and complaints arising therefrom;

• When a dispute or controversy arises in your organization or a store under your Organization (whether it is a Package Store or an Expanded Store), you will bear the corresponding responsibilities arising therefrom and will indemnify SHOPLINE and its subsidiaries and affiliates, partners, directors, employees, agents and other parties shall be protected from any direct and indirect losses arising therefrom, including but not limited to the resulting attorney fees and other dispute resolution expenses.

• When a Store under your Organization (whether it is a Package Store or an Expanded Store) incurs a breach of contract or other liability, your Organization will bear joint and several liability for the behavior of the Store. We reserve the right to take appropriate and reciprocal measures against you and your Organization due to your store's actions.

Intellectual Property and Content

Please refer to "9. Intellectual Property and Content" of the Main Site Terms.
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Please note our rights statement and authorization for our intellectual property rights, our arrangements for the use of the SHOPLINE – Enterprise platform and services involving intellectual property rights, your rights and obligations involving intellectual property rights for the use of the SHOPLINE – Enterprise platform and services, and our authorization etc., you agree that all the terms and provisions of "9. Intellectual Property and Content" of the Main Site Terms will apply.

At the same time, we can either use the Organization we created for you, or use the name, trademark, service mark and logo related to all Stores under your Organization (whether it is a Package Store or an Expanded Store) to promote the Service. You grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (to multiple levels of sublicensees) right to exercise your rights under SHOPLINE – Enterprise copyright, publicity rights and database rights in any submission you provided to us.

Meetings

SHOPLINE – Enterprise users may arrange and attend in-person meetings ("Meetings") with one or more individuals through SHOPLINE. You agree to abide that all the terms and provisions of “11. Meetings” of the Main Site Terms will apply.

Third-party Services

We may recommend and provide third-party software, applications, services, or website links (collectively referred to as "third-party services") to you from time to time in the application market. Your purchase, access, or use of any such third-party services shall deem to constitute a partnership between you and the third-party service provider. You should read the terms of use and/or privacy policy applicable to such third-party services before using or accepting third-party services and agree to be bound by the additional service-specific terms applicable to such services.

You agree that within the scope of these Terms, your use of third-party services will be governed by all the terms and provisions of "12. Third-Party Services" of the Main Site Terms.

Changing These Terms

We reserve the right, in our discretion, to change, amend, to add or remove any provisions in the Terms ("Amendments") under which SHOPLINE – Enterprise is offered at any time. We will notify you of the Amendments by email (being the primary email linked to your account) or by posting the updated Terms with the Amendments on SHOPLINE – Enterprise. You are advised to check the Terms from time to time for any Amendments that may impact you. By continuing the use of SHOPLINE – Enterprise or any of the Services following the notice of the Amendments or the posting of the updated Terms with the Amendments to SHOPLINE – Enterprise, you agree to be bound by the updated Terms with the Amendments. Unless otherwise specified, any Amendments will apply on the date on which the updated Terms with the Amendments are posted onto SHOPLINE – Enterprise. We may give prior notice of these Amendments to all fee paying members where such Amendments will result in a material reduction in the availability, benefits and features of SHOPLINE.

Any failure by us to enforce or exercise any provision of the Terms, or any related right, will not be a waiver of that provision or right. Any rights not expressly granted in any provision of these Terms are reserved. We may provide you with notices, including those regarding changes to the Terms, by email (being the primary email linked to your account), regular mail, postings on SHOPLINE – Enterprise, or other reasonable means now known or developed in the future.

A printed version of the Terms and of any notice given in electronic form, will be admissible in judicial or administrative proceedings based upon or relating to these terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. It is the express wish of the parties that the Terms and all related documents be in English.

Third-party Rights

Unless expressly provided in the Terms, a person other than us and our affiliates, SHOPLINE – Enterprise users or anyone accessing the Services pursuant to the Terms, a person who is not a party to the Terms has no right to enforce or to enjoy the benefit of any provision in the Terms. For the avoidance of doubt, this shall not affect the rights of any permitted assignee or transferor of these Terms.

Contracting Party

The “SHOPLINE Contracting Party” is the party with which you are entering into these Terms. Your “SHOPLINE Contracting Party”, and the governing law of these Terms and dispute resolution method for the performance of these Terms shall be determined in accordance with the following table:

Disclaimer and Limitation of Liability

Your use of SHOPLINE – Enterprise and the services will be at your own risk and are provided “as is”, “as available” and “with all faults”. We and/or our suppliers and affiliates disclaim all warranties, conditions, and representations, whether statutory, express, or implied, including, without limitation, any implied warranties, conditions, and representations of title, merchantability, fitness for a particular purpose, and non-infringement.

You acknowledge and agree that you will indemnify and hold SHOPLINE and (as applicable) its subsidiaries, affiliates, partners, officers, directors, agents, and employees, harmless from and against any third party claims, demands, losses, damages, liabilities and costs (including, without limitation, reasonable attorneys’ fees and court costs) ("Claims") due to, arising out of or related to:

• your use or misuse of the Services except to the extent such Claims arise solely from a third-party claim that SHOPLINE infringes third party rights or violates applicable law;

• disputes arising from transactions made via the Store(s), or your relationship with any of your customers;

• any breach of your representations and warranties set forth in section 9;

• your breach of these Terms and any documents these Terms incorporate by reference;

• your violation of any applicable law or third party rights; or

• your failure to report or pay any such taxes, duties or assessments arising from the use of Services.

You acknowledge and agree that when we provide SHOPLINE – Enterprise Services to you, terms and provisions of “17. Disclaimer and Limitation of Liability” of the Main Site Terms will apply. We are deemed to have made the full disclaimer in accordance with that section.
At the same time, when we provide SHOPLINE – Enterprise and Services, the same liability limitations in “17. Disclaimer and Limitation of Liability" of the Main Site Terms apply, unless otherwise agreed in the following terms:

• Guest users – Please refer to the “Guest User” section under  "17. Disclaimer and Limitation of Liability" of the Main Site Terms.

• Fee paying members – For any loss or damage, our total liability to you is limited to the lower of the following: (1) The amount of all platform fees we received during the corresponding package service period in which such liability arises (i.e., including the " (2) All platform fees paid by you within the twelve (12) months before the date of the claim (i.e., all fees including the “Platform Fees” listed in Clause 6).

For the avoidance of doubt, "our liability" includes the liability of any company within our group and ours and their respective agents, employees and subcontractors; "you" includes any other party making a claim through you; "loss or damage" "Including any loss, damage, cost or expense arising in connection with the use of SHOPLINE due to any misrepresentation, misrepresentation or tortious act or omission (including negligence) under this agreement or other agreements. This part of the agreement and conditions does not affect claims for death or personal injury caused by negligence, nor does it limit or exclude any liability for fraudulent misrepresentation.

The above limitations are not enlarged by the existence of multiple claims.

These disclaimers apply to the maximum extent permitted by law and will survive any termination or expiration of this agreement. You hereby agree to defend us against any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your breach of this agreement or the documents it incorporates by reference, or your violation of any law or any rights of a third party. and our stockholders, subsidiaries, affiliates, officers, directors, agents and employees.

Notice

For any notices or other communications related to these Terms, you agree that all the terms and agreements of the "18. Notice" of the Main Site Terms will apply.

General

You agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of these Terms or your use of SHOPLINE – Enterprise. Our performance of the Terms is subject to existing laws and legal processes. Nothing contained in these Terms affects or prohibits our ability to comply with or respond to governmental, court, and law enforcement requests or requirements relating to your use of SHOPLINE – Enterprise or information provided to or gathered by us with respect to such use.

Unless otherwise specified, these Terms constitute the complete and exclusive statement of the mutual understanding between you and us with respect to SHOPLINE – Enterprise and it supersedes all prior communications and proposals, whether electronic, oral or written, between you and us with respect to SHOPLINE – Enterprise, except as otherwise provided in these Terms.

You may not assign or otherwise transfer any rights and obligations hereunder, without our prior written consent, which we may refuse in our sole discretion. Any attempted assignment without our prior written consent shall be deemed null and void. We may assign or transfer our rights and/or obligations under the Terms at any time.

According to relevant laws and regulations, if any part of this agreement is determined to be invalid or unenforceable, including but not limited to disclaimers and limitations of liability, the related provisions will be deemed invalid, and the rest will continue to be valid.

If you have any questions, comments or suggestions about the content of this policy, you may contact us through the contact information provided on the Website.

Supplemental Terms – Additional Services

POS SERVICES

• In addition to the terms generally applicable to the service, the following terms apply to your access to and use of POS services, including SHOPLINE POS software ("POS Software"), programs, documents, applications, tools, Internet-based services and components, and any updates provided to you by SHOPLINE, together with any point-of-sale equipment (“POS Equipment”) which you may use in ancillary to POS Software provided by SHOPLINE (“POS Services”).

• To access and use POS Software, you need to have a valid SHOPLINE account.

• You agree to use the POS Services in accordance with requirements and procedures that may be notified by SHOPLINE from time to time. In particular, any POS Equipment leased or purchased by you may not be assigned, transferred, sublet, sub-licensed, or sub-contracted, parted possession with or otherwise used by any other parties without our prior written notice. Breach of this provision may result in immediate termination of your POS Services and in serious cases, the Services.

• If you wish to purchase the POS Equipment, upon payment by you and confirmation of shipment of the POS Equipment, you will acquire ownership of and title to the POS Equipment, and you will be licensed to access and use POS Software installed in the POS Equipment (and any updates thereto), on a limited, non-exclusive, revocable, non-sublicensable, non-transferable basis, solely for the purposes of using the POS Services. Use of purchased POS Equipment is subject to fees payable to us as may be notified from time to time.

• If you elect to lease the POS Equipment, you agree to pay a deposit, which will be refunded upon return of POS Equipment to us subject to terms and conditions, together with any applicable fees and expenses for the use of such equipment. Notwithstanding the foregoing, SHOPLINE has the sole and absolute discretion to deduct any reasonable amount from the deposit for restoring or repairing any damage to the POS Equipment, and in the event actual costs and expenses for restoring or repairing incurred by us exceeds the amount of deposit paid by you, you agree to reimburse us timely upon request of any such amount in excess of the deposit.

• In general, fees for POS Services will be determined based on the number of locations at which you are using the POS Services by reference to business address. The number of locations using POS Services will also be detected by us and billed accordingly. In the event of any discrepancy between the number of locations on your record maintained by us and the number of locations detected by us, the number of locations determined by us shall prevail.

• You agree to use, store and maintain the POS Equipment with reasonable care, including not to expose the POS Equipment to accident, abuse, liquid spill or submersion, neglect, misuse, unauthorized modification, extreme environment and fluctuation or surges of electrical power. You are solely responsible for any defect in or damage to the POS Equipment caused or contributed to by your failure to fully comply with the foregoing and the product care recommendations.
  (viii) You can terminate your POS Services without terminating your account or any other services you subscribe to, in which case you will continue to pay for the services (except for the terminated POS Services).

• While the POS Services use encryption technology, and the law generally prohibits third parties from monitoring transmission, we cannot guarantee security with respect to the connection to the POS Services, and we will not be liable for any unauthorized access to or use of data transmitted via the POS Services.