This document (hereinafter Terms of Service or Terms) intends to describe the terms and conditions at which Commerce Layer, Inc. offers to its Users the access to its available services on the website Commerce Layer.
To allow a full understanding and acceptance of these Terms and Conditions, the following terms shall have the meanings as indicated below and it should be stated that the same meaning refers both to singular and plural uses:
- Holder — Commerce Layer, Inc. — with registered office in 2965 Woodside Road, Woodside CA 94062, e-mail address [email protected], PEC address [email protected].
- Application — the website Commerce Layer, managed by the Holder, who offers a headless ecommerce platform that can be used by customer to sell their products on any online channel.
- Products — the products and/or the services offered through the Application.
- User — the person accessing the Application, regardless of the legal nature and objective pursued, interested in the Products offered through the Application.
- Consumer — any natural person who acts for purposes other than the entrepreneurial, business, handicrafts or professional activity performed.
- Third-party Provider — a natural person or legal entity who sells and/or delivers the Products through the Application, acting for the purposes of her/his/its entrepreneurial, business, handicrafts or professional activity.
- Conditions — the present agreement which regulates the relationship between the Holder and the Users and the selling of the Products displayed in the Application.
Relationships between the Holder, the Third-party Provider and the User
These Conditions apply only to the relationships between the Holder of the Application and the Users and do not apply to relationships between Users and Third-party Providers.
The Application brings together the Holder or Third-party Providers with Users interested in buying goods and/or receiving services.
The Application always indicates whether the Product is offered by the Holder or a Third-party Provider.
When the Products are offered by Third-party Providers, the Holder shall not be party to the relationship to be established between Users and Third-party Providers, being a mere technical operator of the Application, and shall not be liable under any circumstances.
The terms of service of each Third-party provider are available on the Product page or in the Third-party Provider summary sheet. Thus, before carrying out commercial transactions with such persons it is necessary to check their sales conditions made available on the Application.
Negotiation, signing and applicability of the Conditions
The Products’ purchase contract is concluded by correctly filling out and by submitting the order form. The form shows the data relative to the ordering party and the order, the price of the Products purchased, the shipping expenses and any other accessory charges, the manner and terms of payment, the delivery term, and indicating the Purchaser’s right of withdrawal and the consent for the processing of personal data.
When the Holder receives an order from the User, the Holder shall send a confirmation e-mail or shall forward the User to a web page that specifies the order, which can be printed, also showing the data indicated in the paragraph above.
The Conditions shall not binding upon the parties in case of failure to fulfil the aforesaid obligations.
The Holder shall modify or update, in whole or in part, these Conditions. The User acknowledges that any changes to these Conditions shall apply to the orders sent by the Users after the date of notice of the changes to the Conditions. Thus, the User is invited to examine the Conditions upon every access to the Application and it is advisable to print a copy of the Conditions for future reference.
It shall be understood that under no circumstances the Holder may be responsible for any loss, disclosure, theft or unauthorised use by third parties, for whatever reason, of Users credentials.
Account cancellation and closing
Registered Users can, at any time, stop using the Products and can disable their account or request its cancellation through the Application interface, if possible, or by contacting the Holder at the email address [email protected].
In case of violation by the User of these Terms or the applicable legal provisions, the Holder has the right to suspend or cancel the User’s account at any time and without notice.
Purchases on the Application
Purchases of one or more Products on the Application are permitted both to Users who qualify as Consumers, as well as to Users who do not qualify.
Consumers are defined as natural persons who, in the purchase of the Products, act for purposes not related to their entrepreneurial, trading, professional or artisanal activities.
Natural persons may only purchase the Products if they have reached the age of eighteen.
The Holder undertakes to describe and to present the Products sold on the Application to the best of his abilities. Nonetheless, some mistakes, inaccuracies or minor differences between the Application and the actual Product may occur.
In addition, any picture of the Products which may be found on the Application does not constitute a contractual element, but merely provides a visual representation of the Product.
The User expressly confers to the Holder the right to accept, wholly or in part, the order (for example if not all of the ordered Products are available). In this case, the contract will only be completed with regard to the Products which are actually sold.
The Holder has the right to refuse an order:
- when the Product is not available;
- when it is denied the authorization to charge the User with the cost of the Product;
- when, at the time of purchase, the price displayed is obviously incorrect and is recognisable as such. In such case, the User will be contacted by the Customer Service to be informed of the situation and will be refunded the amount charged.
Prices and payments
The Holder retains the right to change, at any time, the price of the Products. It shall be understood that any changes will not apply to contracts already concluded before such modifications.
The selling prices of the Products do not include VAT. Any other tax borne by the User will be displayed prior to order confirmation.
The User undertakes to pay the price of the purchased Products in the times and methods indicated in the Application and to communicate all the data necessary to make the correct supply of the Products possible.
Any refund to the User will be promptly credited through one of the payment methods proposed by the Holder and chosen by the User and, in case of exercise of the right of withdrawal, at the latest within 30 days from the date on which the Holder received notice of the withdrawal.
The Application makes use of payment services provided by third-parties and it does not receive nor process any payment details provided by Users (credit card number, name of holder, pin, etc.).
In the event that the above third-party payment services refuse to authorise a payment, the Holder will not be able to provide the Products and may not be held responsible for any delay or failure in their delivery.
Users who may wish to receive the invoice will be required to provide their billing information. The invoice will be issued according to the information provided by the User, which the latter declares and ensures to be truthful, thus conferring the Holder with the widest indemnity on the matter.
Method of execution of digital Products and/or services
A digital Product is any good in digital format not provided on a material medium.
A service is a duty to carry out a specific activity in favour and/or on behalf of the User.
The Holder shall provide the Product (digital products and/or services) to the User through the method and within the term chosen by the User or indicated in the Application or in the order confirmation. Should the Holder fail to provide the Product within the aforesaid term, an e-mail notice shall be promptly sent to the User indicating the expected delivery date or the date on which the service shall be provided or the reasons for which it has become permanently impossible to provide the service.
Should the User refuse the new term indicated by the Holder or in case of impossibility to provide the service, the User may request a refund that shall be paid promptly through one of the payment methods proposed by the Holder and chosen by the User and, in case of withdrawal, within 30 days from the date on which the Holder received notice of the withdrawal.
Without prejudice to the duties of the Holder already provided in the paragraphs above, expressly referred herein, the Holder shall provide the Product in accordance with the principles of fairness, good faith and diligence.
The Application offers subscriptions for the Products. In that case, the payments begin on the date specified at the time of subscription.
Subscriptions are renewed automatically every month. If renewed, the subscription will be extended for another period of time equal to the initial subscription term. Users can terminate the automatic renewal in any moment through the Application, if possible, or by contacting the Holder at the email address [email protected].
The Application provides the User with a limited free trial period, from which the User may withdraw at any time, without any commitment or cost, through the Application interface, if possible, or through a written communication sent via e-mail at [email protected].
Right of withdrawal concerning digital Products and/or services
The User who, for whatever reason, is not satisfied with the purchase of digital Products (not supplied on a tangible medium), or services, has the right to withdraw from the contract within a period of 14 days from the day of conclusion of the contract, by sending a written communication at the email address [email protected], specifying any reference needed to identify the purchase.
In case of withdrawal within the above notice period, the Holder will refund the User with all the payments received by the latter, without undue delay, and in no circumstances later than 30 days after the withdrawal notice by the User.
The Holder will refund the User through the same payment method used by the latter for the online purchase.
Optional form for enforcing the right of withdrawal
Optionally, the User may withdraw from the Contract by completing the following form, that must be sent at the email address [email protected] before the expiration of the withdrawal period:
I hereby communicate the withdrawal from the purchase contract of the following goods/services:
|Name and surname|
* (email address associated with the account from which the order was made)
User generated content
The User may upload contents, informations, ads or listings on the Application (hereinafter the Contents or individually the Content), provided that the Content is not illegal (that is: obscene, threatening, defamatory, pornographic, abusive, or in any way illegal, or violates the privacy, intellectual property and/ or industrial rights of the Holder and/or of third parties) or does not otherwise harm the Holder and/or third parties, or is not regrettable or at least does not contain viruses, political campaigning, commercial solicitation, mass e-mails or any other form of spamming.
The User is totally and exclusively responsible for the use of the Application (to be understood with regard to the functions of publication, consultation, content management and contact between Users) and is therefore the only guarantor and manager of the assets and services offered as well as the correctness, completeness and legality of the Contents and of their behavior in the context of the contact between Users.
In case of publication of ads, the User guarantees the availability and/or ownership of the good/service object of the ads themselves. The User also guarantees that their advertisements do not infringe any copyright or industrial property rights or other third-party rights. In the event of a dispute by third parties regarding any ad or conduct related to it, the User assumes full responsibility and undertakes to keep the Holder harmless and harmless from any damage, loss or expense.
The Holder, though not able to ensure tight control of the Contents received, reserves the right to delete, move, and edit those Contents that, upon its discretion, appear abusive, defamatory, obscene or in breach of copyright and trademarks, and in any case unacceptable for the Holder. The use of violent language will lead to immediate suspension and expulsion from the Application.
It is forbidden to use an email address that is not in the User’s ownership, use the personal data and credentials of other Users in order to take possession of the latter’s identity, or otherwise misrepresent the origin of the Contents.
Users acknowledge and accept that any Content uploaded to interact with the Application (for instance, in order to post comments, express opinions, participate in surveys and initiatives, send pictures or videos or audio files) can be amended, removed, published by the Holder. The User grants the Holder with an unlimited right, free from geographical restrictions, of non-exclusive use on the Content. The Holder may, therefore, directly or through third parties of its choice, use, copy, transmit, extract, publish, distribute, publicly perform, distribute, create derivative works of, host, index, store, record, encode, modify and adapt (including the unlimited right to adapt for the transmission by any means of communication) in any form or by any means now known or to be invented in the future, every Content (including images, messages, also video and audio messages) uploaded by the User, even through third parties.
It is strictly forbidden, unless expressly authorised by the Holder:
- the use of automatic banner upload systems, unless those expressly authorised;
- the serial publishing and/or the management of banners on behalf of third parties with every means or methods;
- resell the services of the Holder to third parties.
With regard to the Content, the User waives any economic or moral copyright also with respect to the changes made by the Holder to such Content, even in case such changes are not appreciated or accepted by the same author.
The Content uploaded will not be returned and will remain property of the Holder who is therefore exempted from any responsibility to the Users for the loss or destruction of such Content.
The User ensures that the Contents are sent to the website through his personal account and exclusively by adults. For minors, the Content must be screened and approved by those exercising parental authority.
Industrial and intellectual property rights
The Holder declares to be the holder and/or licensee of all intellectual property rights related and/or referring to the Application and/or the materials and Contents available on the Application.
These Terms do not grant the User any license to use the Application and/or the individual Contents and/or the materials available therein. Any other use or reproduction of the Application or material or content included therein is strictly prohibited.
All trademarks, names and figurative or other signs, trade names, service marks, word marks, trade names, pictures, images, and logos appearing on the Application are and remain the exclusive property of the Holder, or its licensors, and are protected by applicable trademark laws and relevant international treaties.
Any attempt to reproduce the explanatory texts and contents included in the Application, if not authorised, will be considered as a violation of the industrial and intellectual property right of the Holder.
Exclusion of warranty
The Application is provided “as is” and “as available” and the Holder does not provide any express or implied warranty in relation to the Application, nor provides any guarantee that the Application will meet the needs of Users, or that it will work without interruption, free of any error or virus or bug.
The Holder will work to ensure that the Application will be available 24 hours a day without interruptions, but may never be held liable if, for any reason, the Application may not be available and/or not operative at any moment or period in time. Access to the Application may be temporarily suspended and without notice in case of a system failure, maintenance or repair works or for reasons totally beyond the Holder’s control or due to causes of force majeure.
Limitation of Liability
The Holder shall not be responsible towards the User, excepting fraud or gross fault, for disservices or malfunctioning in relation to the internet network, which are not under its control or the control of its sub-suppliers.
The Holder shall not be responsible for damages, losses or costs suffered by the User after the failed execution of the contract for reasons not attributable to the Holder. The User shall only have the right to the reimbursement of the price and accessory charges already paid.
The Holder shall not be responsible for the fraudulent or illicit use by third parties of credit cards, checks and other payment methods, at the moment of the payment of the purchased services, whether the Holder proves the adoption of cautionary measures on the basis of the knowledge and experience available at the time and on the basis of ordinary diligence.
The User agrees to indemnify and hold harmless the Holder (as well as any company or subsidiary, including its representatives, associates, consultants, directors, agents, licensees, partners and employees) from any obligation or responsibility, including any legal expenses incurred for trial defence, that may arise from damage caused to other Users or third parties, concerning any Content uploaded online, any violation of the law or any terms of the present Terms.
Therefore, the Holder shall not be liable for:
- any losses that are not direct consequence of a breach of the contract by the Holder;
- any loss of business opportunity and any other loss, either direct or indirect, which may be incurred by the User (such as, but not limited to, trading losses, loss of revenue, income, profits or anticipated savings, loss of business contracts or relationships, loss of reputation or goodwill, etc.);
- incorrect or unsuitable use of the Application by Users or third parties;
- the issuing of false tax documents due to mistaken details provided by the User, the latter having exclusive responsibility for the correct entry of such details.
Under no circumstances the Holder will be liable for an amount exceeding twice the cost paid by the User.
The Holder shall not be held responsible in case of failure or delayed execution of duties, caused by circumstances which are not under the reasonable control of the Holder due to force majeure events or, in any case, to unforeseen and unforeseeable events and, in any case, events beyond the control, e.g. breakdowns or interruptions to telephone or electrical lines, to the internet and/or in any case to other transmission tools, unavailability of websites, strikes, natural events, viruses and cyber attacks, interruptions in the provision of products, services or third-party applications. The fulfilment of the duties by the Holder shall be suspended for during the aforesaid events.
The Holder shall implement any action within its power to identify the solutions that would allow the fulfilment of its duties regardless of the continuation of the force majeure events.
Link to third party websites
The Application may contain links to third party websites. The Holder has no power over these websites and therefore is not, in any way, responsible for their contents.
Some of these links may relate to websites of third parties that provide services through the Application. In these cases, the individual services will be regulated by the general terms for the use of the website and services provided by such third parties, in respect of which the Holder assumes no responsibility.
No waiver by either parties to an article of the present Terms shall be effective unless it is expressly stated to constitute a waiver and is communicated in writing.
If any of the provisions contained herein shall result unlawful or invalid, it will not be considered any more as part of the Terms, without affecting the enforceability of the remaining provisions, which will continue to be valid to the fullest extent permitted by law.
Governing Law and Place of Jurisdiction
These Terms and any dispute concerning the interpretation, performance, validity of this contract shall be submitted to the exclusive jurisdiction of the Court where the Holder has its registered office. The User and the Holder agree to submit to the personal and exclusive jurisdiction of the state and federal courts located within San Francisco County, California for the purpose of litigating all disputes.
Online dispute resolution for consumers
Any Consumer who resides in Europe must be aware that the European Commission has set up an online platform that provides an alternative dispute resolution tool. This tool can be used by Consumers to solve, via a non-judicial route, any dispute relating to and/or arising from contracts of sale of goods and services entered into online. As a result, Consumers may use the aforementioned platform for the resolution of any dispute arising from the online contract entered into with the Holder. The platform is available at the following link http://ec.europa.eu/consumers/odr.