Table of Contents
1. Account Terms
2. Account Activation
3. ecloud91 Rights
4. Your Responsibilities
5. Payment of Fees and Taxes
6. Confidentiality
7. Limitation of Liability and Indemnification
8. Intellectual Property and Your Materials
Last updated on: June 29, 2022
Welcome to ecloud91! By signing up for an ecloud91 Account (as defined in Section 1) or by using any ecloud91 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”, “our” and “ecloud91” means the applicable ecloud91 Contracting Party (as defined in Section 13 below), and “you” means the ecloud91 User (if registering for or using an ecloud91 Service as an individual), or the business employing the ecloud91 User (if registering for or using an ecloud91 Service as a business) and any of its affiliates.
ecloud91 provides a complete commerce platform that enables merchants to unify their commerce activities. Among other features, this platform includes a range of tools for merchants to build and customize online stores, sell in multiple places (including web, mobile, social media, online marketplaces, and other online locations (“Online Services”) and in-person (“POS Services”)), manage products, inventory, payments, fulfillment, shipping, business operations, marketing, and advertising, and engage with existing and potential customers. Any such service or services offered by ecloud91 are referred to in these Terms of Services as the “Service(s)”. Any new features or tools which are added to the current Services will also be subject to the Terms of Service. You can review the current version of the Terms of Service at any time at https://www.ecloud91.com/legal/terms.
You must read, agree with and accept all of the terms and conditions contained or expressly referenced in these Terms of Service, including ecloud91’s Acceptable Use Policy (“AUP”) and Privacy Policy, and, if applicable, the Supplementary Terms of Service for E.U. Merchants ("EU Terms"), the ecloud91 API License and Terms of Use (“API Terms”) and the ecloud91 Data Processing Addendum (“DPA”) before you may sign up for an ecloud91 Account or use any ecloud91 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.
Everyday language summaries are provided for convenience only and appear in bold near each section, but these summaries are not legally binding. Please read the Terms of Service, including any document referred to in these Terms of Service, for the complete picture of your legal requirements. By using ecloud91 or any ecloud91 services, you are agreeing to these terms. Be sure to occasionally check back for updates.
To access and use the Services, you must register for an ecloud91 account (“Account”). To complete your Account registration, you must provide us with your full legal name, business address, phone number, a valid email address, and any other information indicated as required. ecloud91 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 ecloud91 for the purposes of carrying on business activity and not for any personal, household, or family purpose.
You acknowledge that ecloud91 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 (“Primary Email Address”). You must monitor the Primary Email Address you provide to ecloud91 and your Primary Email Address must be capable of both sending and receiving messages. Your email communications with ecloud91 can only be authenticated if they come from your Primary Email Address.
You are responsible for keeping your password secure. ecloud91 cannot and will not be liable for any loss or damage from your failure to maintain the security of your Account and password.
Technical support in respect of the Services is only provided to ecloud91 Users. Questions about the Terms of Service should be sent to ecloud91 Support.
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 ecloud91.
You agree not to work around, bypass, or circumvent any of the technical limitations of the Services, including to process orders outside ecloud91’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 understand that your Materials may be transferred unencrypted and involve (a) transmissions over various networks, and (b) changes to conform and adapt to the technical requirements of connecting networks or devices. “Materials” means Your Trademarks, copyright content, any products or services you sell through the Services (including description and price), and any photos, images, videos, graphics, written content, audio files, code, information, or other data provided or made available by you or your affiliates to ecloud91 or its affiliates.
WHICH MEANS
You are responsible for your Account, the Materials you upload to the ecloud91 Service, and the operation of your ecloud91 Store. If you violate ecloud91’s terms of service we may cancel your service access. If we need to reach you, we will communicate via the Primary Email Address.
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 will be the Store Owner. If you are signing up for the Services on behalf of your employer, 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 ecloud91 Store can only be associated with one Store Owner. A Store Owner may have multiple ecloud91 Stores. You agree to use ecloud91 Checkout for your store. “Store” means the online store (whether hosted by ecloud91 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 ecloud91 pricing plan, you can create one or more staff accounts (“Staff Accounts”) allowing other people to access the Account. Each Staff Account must include a full legal name and a valid email 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 is responsible for: (a) ensuring its employees, agents, and subcontractors, including via Staff Accounts, comply with these Terms of Service; and (b) any breach of these Terms of Service by the Store Owner’s employees, agents or subcontractors. The Store Owner acknowledges and agrees that Store Owner will be responsible for the performance of all of its obligations under the Agreement, 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 an “ecloud91 User”.
2.3 PayPal Express Checkout and ecloud91 Payments Accounts
Upon completion of signing up for the Service, ecloud91 will create a PayPal Express Checkout account on your behalf, using your Primary Email Address. Depending on your location, ecloud91 may also create an ecloud91 Payments account on your behalf.
You acknowledge that PayPal Express Checkout and/or ecloud91 Payments will be your default payments gateway(s) and that it is your sole responsibility as the Store Owner to 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, PayPal Express Checkout is a Third Party Service, as defined in Section 9.7.1 of these Terms of Service.
2.4 Shop Pay
Upon completion of sign up for the Service, if you have been enrolled in ecloud91 Payments, Shop Pay will automatically appear as an accelerated checkout option on your checkout page. If you do not wish for Shop Pay to appear on your Store, it is your responsibility to remove it by managing your accelerated checkouts in your ecloud91 administrative console.
If your customers have enabled Shop Pay, customers may purchase goods and services from your ecloud91 Store using Shop Pay.
By using Shop Pay on your ecloud91 Store, you agree to be bound by the Shop Pay Merchant Terms of Service, as they may be amended by ecloud91 from time to time. If ecloud91 amends the Shop Pay Merchant Terms of Service, amendments are effective as of the date of posting. Your continued use of Shop Pay on your store after the amended Shop Pay Merchant Terms of Service are posted constitutes your agreement to, and acceptance of, the amended Shop Pay Merchant Terms of Service. If you do not agree to any changes to the Shop Pay Merchant Terms of Service, it is your responsibility to remove Shop Pay by managing your accelerated checkouts in your ecloud91 administrative console.
2.5 Apple Pay for Safari Account
Upon completion of signing up for the Service, ecloud91 will create an Apple Pay for Safari (“Apple Pay”) account on your behalf, using the URL(s) and business name associated with your Account. Depending on your location, ecloud91 may activate your Apple Pay account on your behalf, otherwise, you will be required to activate your Apple Pay account within your Account admin. If you do not wish to keep your Apple Pay account active, it is your responsibility to deactivate it. For the avoidance of doubt, Apple Pay is a Third Party Service, as defined in Section 9.7.1 of these Terms of Service.
If you use an Apple Pay supported payment gateway and your customers have enabled Apple Pay on their device, customers may purchase goods and services from your store using Apple Pay.
By using Apple Pay in your Store, you are agreeing to be bound by the Apple Pay Platform Web Merchant Terms and Conditions, as they may be amended by Apple from time to time. If Apple amends the Apple Pay Platform Web Merchant Terms and Conditions, the amended and restated version will be posted here: https://www.ecloud91.com/legal/apple-pay. Such amendments to the Apple Pay Platform Web Merchant Terms are effective as of the date of posting. Your continued use of Apple Pay on your store after the amended Apple Pay Platform Web Merchant Terms are posted constitutes your agreement to, and acceptance of, the amended Apple Pay Platform Web Merchant Terms. If you do not agree to any changes to the Apple Pay Platform Web Merchant Terms, de-activate your Apple Pay account and do not continue to use Apple Pay in your Store.
2.6 Google Pay
Upon completion of signing up for the Service, if you have been enrolled in ecloud91 Payments, ecloud91 will also create a Google Pay account on your behalf. If you do not wish to keep your Google Pay account active, it is your responsibility to deactivate it. For the avoidance of doubt, Google Pay is a Third Party Service, as defined in Section 9.7.1 of these Terms of Service.
If you use a Google Pay-supported payment gateway and your customers have enabled Google Pay, customers may purchase goods and services from your Store using Google Pay.
By using Google Pay on your Store, you are agreeing to be bound by the Google Pay API Terms of Service, as they may be amended by Google from time to time. If Google amends the Google Pay API Terms of Service, the amended and restated version will be posted here: https://payments.developers.google.com/terms/sellertos. Such amendments to the Google Pay API Terms of Service are effective as of the date of posting. Your continued use of Google Pay on your store after the amended Google Pay API Terms of Service are posted constitutes your agreement to, and acceptance of, the amended Google Pay API Terms of Service. If you do not agree to any changes to the Google Pay API Terms of Service, deactivate your Google Pay account and do not continue to use Google Pay in your Store.
2.7 Facebook Pay
Upon completion of signing up for the Service, if you have been enrolled in ecloud91 Payments, ecloud91 will also create a Facebook Pay account on your behalf. If you do not wish to keep your Facebook Pay account active, it is your responsibility to deactivate it. For the avoidance of doubt, Facebook Pay is a Third Party Service, as defined in Section 9.7.1 of these Terms of Service.
If you use a Facebook Pay-supported payment gateway and your customers have enabled Facebook Pay, customers may purchase goods and services from your Store using Facebook Pay.
By using Facebook Pay on your Store, you are agreeing to be bound by the Facebook Pay Merchant Terms and Conditions, as they may be amended by Facebook from time to time. If Facebook amends the Facebook Pay Merchant Terms and Conditions, such amendments will be effective as of the date of posting by Facebook. Your continued use of Facebook Pay on your store after the amended Facebook Pay Merchant Terms and Conditions are posted constitutes your agreement to, and acceptance of, the amended Facebook Pay Merchant Terms and Conditions. If you do not agree to any changes to the Facebook Pay Merchant Terms and Conditions, de-activate your Facebook Pay account and do not continue to use Facebook Pay on your Store.
2.8 Domain Names
Upon purchasing a domain name through ecloud91, domain registration will be preset to automatically renew each year so long as your ecloud91 Account remains active. You acknowledge that it is your sole responsibility to deactivate the auto-renewal function should you choose to do so.
WHICH MEANS
Only one person can be the “Store Owner”, usually the person signing up for the ecloud91 Service. The Store Owner is responsible for the Account, is bound by these Terms of Service and is responsible for the actions of others accessing the Account. If you sign up on behalf of your employer, your employer is the Store Owner responsible for your Account.
We automatically create certain accounts for you to accept payments. You are responsible for activating and deactivating these accounts and complying with their terms, which may be with various third parties, including but not limited to PayPal, Apple Pay, Google Payment and Shop Pay. Any domain you purchase through us will automatically renew unless you opt-out.
The Services have a range of features and functionalities. Not all Services or features will be available to all Merchants at all times and we are under no obligation to make any Services or features available in any jurisdiction. Except where prohibited in these Terms of Service or by applicable law, we reserve the right to modify the Services or any part thereof for any reason, without notice and at any time.
ecloud91 does not pre-screen Materials and it is in our sole discretion to refuse or remove any Materials from any part of the Services, including if we determine in our sole discretion that the goods or services that you offer through the Services, or the Materials uploaded or posted to the Services, violate our AUP or these Terms of Service.
Verbal or written abuse of any kind (including threats of abuse or retribution) of any ecloud91 employee, member, or officer will result in immediate Account termination.
We reserve the right to provide our Services to your competitors and make no promise of exclusivity. You further acknowledge and agree that ecloud91 employees and contractors may also be ecloud91 customers or 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, or confirmation of your status as an employee of an entity.
ecloud91 reserves the right to determine, in our sole discretion, 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, ecloud91 reserves the right to temporarily suspend or disable an Account until resolution has been determined between the disputing parties.
WHICH MEANS
ecloud91 has the right to control who we make our Services available to and we can modify them at any time. We also have the right to refuse or remove Materials from any part of the Services, including your Store. We may offer our services to your competitors, but we will never share your confidential information with them in doing so. In the event of an ownership dispute over a ecloud91 Account, we can freeze a ecloud91 Account or transfer it to the rightful owner, as determined by us.
You acknowledge and agree to provide public-facing contact information, a refund policy, and order fulfillment timelines on your ecloud91 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 ecloud91 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, ecloud91 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 ecloud91 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 ecloud91 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 ecloud91 Checkout for any sales associated with your online store. “ecloud91 Checkout” means ecloud91’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 ecloud91 Checkout API.
WHICH MEANS
You are responsible for your ecloud91 Store, the goods or services you sell, and your relationship with your customers, not us. If you access the ecloud91 API, your use of the ecloud91 API is subject to the API Terms.
You will pay the Fees applicable to your subscription to Online Service and/or POS 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 ecloud91 Payments (“Transaction Fees”), and any fees relating to your purchase or use of any products or services such as ecloud91 Payments, POS Equipment, shipping, apps, Themes, domain names, Experts Marketplace, 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. ecloud91 will charge applicable Fees to any valid payment method that you authorize (“Authorized Payment Method”), and ecloud91 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 will 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”). Transaction Fees and Additional Fees will be charged from time to time at ecloud91’s discretion. You will be charged on each Billing Date for all outstanding Fees that have not previously been charged. Fees will appear on an invoice, which will be sent to the Store Owner via the Primary Email Address provided. As well, an invoice will appear on the Account page of your Store’s administrative console. Users have approximately two weeks to bring up and settle any issues with the billing of Subscription Fees.
If we are not able to process payment of Fees using an Authorized Payment Method, we will make a second attempt to process payment using any Authorized Payment Method, typically 14 days later, but ecloud91 may attempt sooner. If the second attempt is not successful, we will make a final attempt, typically 14 days following the second attempt, but in certain circumstances ecloud91 may do this second attempt sooner. 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 Fees, plus the Fees applicable to your next billing cycle. You may not be able to access your Account or your storefront during any period of suspension. If the outstanding Fees remain unpaid for 60 days following the date of suspension, ecloud91 reserves the right to terminate your Account in accordance with Section 14.
All Fees are exclusive of applicable federal, provincial, state, local or other governmental sales, goods and services (including Goods and Sales Tax under the Goods and Services Tax Act, Chapter 117A of Singapore), 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 ecloud91’s products and services. To the extent that ecloud91 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 ecloud91 of your exemption. If you are not charged Taxes by ecloud91, 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 ecloud91 under these Terms of Service will be paid free and clear of any deductions or withholdings whatsoever. Other than Taxes charged by ecloud91 to you and remitted to the appropriate tax authorities on your behalf, any deductions or withholdings that are required by law will be borne by you and paid separately to the relevant taxation authority. ecloud91 will 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 determining, collecting, withholding, reporting, and remitting applicable taxes, duties, fees, surcharges and additional charges that arise from or as a result of any sale on your ecloud91 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 administrative console of your ecloud91 Store. If you change jurisdictions you must promptly update your location in the administrative console.
ecloud91 does not provide refunds.
WHICH MEANS
A valid payment method (such as a credit card) must remain on file to pay all service fees, including the subscription, transaction and additional fees required for all stores. You will be billed for your Subscription Fees every 30 days. Any Transaction Fees or Additional Fees will be charged to your payment method. If we are unable to process payment of Fees using your payment method, we will try again in 14 days (or sooner). If we are unable to process your payment of Fees on the second attempt, we will make a third and final attempt fourteen days later (or sooner). If payment of Fees is unsuccessful after three attempts, ecloud91 may freeze your store. You are responsible for all taxes relating to your Store or use of the Services. may be required to remit Taxes to ecloud91 or to self-remit to your local taxing authority. No refunds.
“Confidential Information” will include, but will 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. ecloud91’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 will 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 will 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 will give the disclosing party prompt written notice and use commercially reasonable efforts to ensure that such disclosure is accorded confidential treatment. Confidential Information will 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.
WHICH MEANS
Both you and ecloud91 agree to use the Confidential Information of the other only to perform the obligations in these Terms of Service. Confidential Information must be protected and respected.
You expressly understand and agree that, to the extent permitted by applicable laws, ecloud91 and its suppliers will 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 arising out of or relating to the use of or inability to use the Service or these Terms of Service (however arising, including negligence).
You agree to indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, ecloud91 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 (a) your breach of these Terms of Service or the documents it incorporates by reference (including the AUP); (b) or your violation of any law or the rights of a third party; or (c) any aspect of the transaction between you and your Customer, including but not limited to refunds, 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.
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.
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.
ecloud91 does not warrant that the Services will be uninterrupted, timely, secure, or error-free.
ecloud91 does not warrant that the results that may be obtained from the use of the Services will be accurate or reliable.
ecloud91 is not responsible for any of your tax obligations or liabilities related to the use of ecloud91’s Services.
ecloud91 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.
WHICH MEANS
We are not responsible for damages or lawsuits that arise if you break the law, breach this agreement or go against the rights of a third party. The Service is provided on an “as is” and “as available” basis. We provide no warranties and our liability is limited in the event of errors or interruptions.
8.1 Your Materials
We do not claim ownership of the materials you provide to ecloud91; however, we do require a license to those Materials. You grant ecloud91 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. We may use our rights under this license to operate, provide, and promote the Services and to perform our obligations and exercise our rights under the Terms of Service. You represent, warrant, and agree that you have all necessary rights in the Materials to grant this license. You irrevocably waive any and all moral rights you may have in the Materials in favour of ecloud91 and agree that this waiver may be invoked by anyone who obtains rights in the materials through ecloud91, including anyone to whom ecloud91 may transfer or grant (including by way of license or sublicense) any rights in the Materials.
If you owned the Materials before providing them to ecloud91 then, despite uploading them to your ecloud91 Store they remain yours, subject to any rights or licenses granted in the Terms of Service or elsewhere. You can remove your ecloud91 Store at any time by deleting your Account. Removing your ecloud91 Store does not terminate any rights or licenses granted to the Materials that ecloud91 requires to exercise any rights or perform any obligations that arose during the Term.
You agree that ecloud91 can, at any time, review and delete any or all of the Materials submitted to the Services, although ecloud91 is not obligated to do so.
You grant ecloud91 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 ecloud91 requires the license to exercise any rights or perform any obligations that arose during the Term.
8.2 ecloud91 Intellectual Property
You agree that you may not use any trademarks, logos, or service marks of ecloud91, whether registered or unregistered, including but not limited to the word mark ecloud91, the word mark SHOP, the word mark SHOP PAY, and the “S” and shopping bag design mark (“ecloud91 Trademarks”) unless you are authorized to do so by ecloud91 in writing. You agree not to use or adopt any marks that may be considered confusing with the ecloud91 Trademarks. You agree that any variations or misspellings of the ecloud91 Trademarks would be considered confusing with the ecloud91 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 ecloud91 or ecloud91 Trademarks or that use or include any terms that may be confusing with the ecloud91 Trademarks.
You acknowledge and agree that the Terms of Service do not give you any right to implement ecloud91 patents.
WHICH MEANS
Anything you upload remains yours (if it was yours) and is your responsibility, but ecloud91 can use and publish the things you upload. Anything uploaded to ecloud91 remains the property and responsibility of its initial owner. However, ecloud91 will receive a license of materials published through our platform that we may use to operate and promote our Services.