To use LOUcommerce, you must agree to be unconditionally bound by these LOUcommerce Terms. You can accept the LOUcommerce Terms by clicking to accept or agree to the Terms where this option is made available to you. You must be of legal age and capacity to form a binding contract in order to accept the Terms. If you use LOUcommerce on behalf of a company or other legal entity, you represent and warrant that you are authorized to act on behalf of such entity, and you agree to bind such entity to these Terms. These Terms will remain in effect while you use our Services. If you do not agree with any of these Terms, do not access or use LOUcommerce. You acknowledge that we may make changes to LOUcommerce at any time. If you have any questions about these Terms or LOUcommerce, please contact us via email at email@example.com.
To use LOUcommerce, you must be an existing Evosus client using our cloud based application (“SaaS Solution”). Additionally, you must be doing business in the United States, be of legal age and capacity to be bound by these Terms of Service. By signing up for LOUcommerce, you represent and warrant that the foregoing statements are true and accurate, and that you have read, understood, and agree to be bound by these Terms and any other terms and conditions that apply to your use of the Evosus Services.
LOUcommerce is an Evosus Service available as an add-on service to existing Evosus clients, whereby Evosus builds and hosts an ecommerce website for the Evosus client. You are solely responsible for the content and operation of your LOUcommerce website, including but not limited to the lawful collection and processing of personal information via your LOUcommerce website. You understand and agree that your LOUcommerce website may not be integrated with your other Evosus Services and, as such, you are solely responsible for managing all data transfers and updates between your LOUcommerce website to your use of the SaaS or other platforms as needed to fulfill ecommerce transactions.
In order to use LOUcommerce, you may be required to pay an Add-on Fee in the amount and frequency described to you when you sign up for LOUcommerce. This Add-on Fee may change from time-to-time, and we shall notify you in writing of any such change. Payments for the Add-on Fee shall be made via your Account as set forth in the LOU Terms of Service. If you terminate these Terms, you will not be refunded any Add-on Fees for LOUcommerce for the month in which you terminate. All fees shall be paid in U.S. Dollars.
We will use commercially reasonable efforts to maintain availability of your LOUcommerce website. You agree and understand that there will be times when your LOUcommerce website will not be available, such as scheduled maintenance times, outages, emergency maintenance, or unavailability caused by software, hardware, clients or other users, or causes beyond our reasonable control. We will make commercially reasonable efforts to notify you of planned downtime and unavailability of your LOUcommerce website. Evosus is not liable for any delays, interruptions, or other transmission errors resulting from any lack of access to your LOUcommerce website or caused by your device, your internet or wireless service provider, or other Evosus clients or website visitors.
LOUcommerce is not a payment processing service. Any transactions via your LOUcommerce website must be processed using one of the Third party Payment Gateways, as defined in the LOU Terms of Service.
Occasionally there may be information available on your LOUcommerce website that contains typographical errors, inaccuracies or omissions related to product descriptions, pricing, promotions, offers, availability, and other topics. Evosus has no obligation to update, amend, or clarify information on your LOUcommerce website, including without limitation pricing information, except as required by law. No specified update or refresh date should be taken to indicate that all information on the LOUcommerce website has been modified or updated.
You shall retain all intellectual property rights and ownership to your Client Content. No transfer of ownership is created between you and us, for your Client Content or vice versa. Without limiting the foregoing, so that we can operate LOUcommerce and other Evosus Services effectively, you hereby grant us a perpetual and irrevocable, worldwide, fully paid-up and royalty free, non-exclusive, unlimited license, including the right to sublicense and assign to third parties, and right to copy, reproduce, fix, adapt, modify, improve, translate, reformat, create derivative works from, manufacture, introduce into circulation, commercialize, publish, distribute, sell, license, sublicense, transfer, rent, lease, transmit, publicly display, publicly perform, or provide access to electronically, broadcast, communicate to the public by telecommunication, display, perform, enter into computer memory, and use and practice, in any way now known or in the future discovered, to your Client Content as well as all modified and derivative works thereof in connection with LOUcommerce and other Evosus Services (“Client Content License”). You represent that you have the necessary rights to grant us this Client Content License for any Client Content that you provide to Evosus, both directly and indirectly. To the extent permitted by applicable laws, you hereby covenant not to assert against us any moral rights you may have in any of your Client Content. You agree that we may use your Client Content for marketing and promotions of LOUcommerce and other Evosus Services. The rights you grant in the Client Content License are for the purpose of operating, promoting, and improving LOUcommerce and your LOUcommerce website, and to develop or improve the Evosus Services.
Except for Client Content, your LOUcommerce website and any text, software, scripts, graphics, photos, sounds, music, videos, logos, Intellectual Property (as defined in the LOU Terms of Service), audiovisual combinations, interactive features and other materials you may view on or access through your LOUcommerce website is “Evosus Content.” Evosus hereby grants you a non-exclusive, non-transferable, non-sublicensable, limited, revocable right to use the Evosus Content for the sole purpose of using LOUcommerce in accordance with these Terms of Service (the “Evosus License”). Neither the Evosus License nor any other provision hereof shall grant you any rights in the Evosus Content, LOUcommerce, or other Evosus Services except as specifically set forth above. You shall not: (i) permit any third party to access LOUcommerce; (ii) create derivate works based on LOUcommerce; (iii) copy, frame or mirror any part of the content of LOUcommerce, other than copying or framing for your internal business purposes; (iv) reverse engineer, disassemble, decompile, or otherwise attempt to discover the source code or trade secrets for LOUcommerce; or (v) access LOUcommerce in order to build a competitive product or service. You may only display, download, or print Evosus Content for the purpose of using LOUcommerce or as an internal or personal business resource. You do not have permission to copy, reproduce, make derivative works from, distribute, republish, download, display, perform, post electronically or mechanically, transmit, record, or mirror any of Evosus Content without the prior written permission of Evosus. The Evosus License shall be for the term of these Terms of Service only.
You agree not to: (i) rent, retransmit, disclose, publish, sell, assign, lease, sublicense, market, or transfer LOUcommerce or any portion thereof (including Evosus Content) or use LOUcommerce or your LOUcommerce website in any manner not expressly authorized by these Terms; (ii) copy, reverse engineer, translate, port, modify, or make derivative works of any portion of LOUcommerce; (iii) violate or attempt to violate the security features of LOUcommerce or your LOUcommerce website; (iv) use any device, software, or routine to interfere or try to interfere with the proper working of LOUcommerce or any activity being conducted on via the Evosus Services; or (v) use or try to use any device or mechanism (including browsers, spiders, robots, avatars, or intelligent agents) to navigate or search the Evosus Services other than the search engine or search agents that we make available via the Services and the generally available third-party web browsers. Tampering with your LOUcommerce website or other Evosus Services, conducting fraudulent activities thereon, and all other illegal activities are prohibited and may subject you to legal action and/or termination of your access to LOUcommerce and/or other Evosus Services. If you engage in the foregoing activity, you may face civil or criminal liability. We will investigate occurrences that may involve such violations. We may involve or cooperate with law enforcement authorities in prosecuting users who are involved in such violations.
Using the LOUcommerce does not authorize you to use any Evosus Services (including Evosus Content) in any manner other than specifically authorized by these Terms. You may not use LOUcommerce or the Evosus Content for any purpose not expressly stated in these Terms, including in any way that might confuse or that disparages us. The permissions described herein will terminate automatically if you breach any of these Terms.
Without limiting the foregoing, you are strictly prohibited from using the LOUcommerce: (i) in a manner that violates any applicable law, rule or regulation, including without limitation the U.S. CAN-SPAM Act, the Canadian Anti-Spam Legislation, the U.S. Telephone Consumer Protection Act, or the Children’s Online Privacy Protection Act, each as amended from time to time; (ii) to promote any goods or services or send communications that are illegal in the place offered to consumers; (iii) to advertise or promote adult services, illegal gambling, counterfeit or pirated goods or services, or violate any securities or commodities regulations (such as to support a “pump and dump” scheme); (iv) to defraud, deceive or mislead anyone; (v) to communicate or transmit content that is defamatory, dishonest, obscene, sexually explicit, pornographic, vulgar or offensive; (vi) to promote or engage in discrimination, racism, harassment or hate speech against any individual or group; or (viii) to threaten or promote violence.
We may use content or services owned by third parties to enhance your LOUcommerce website or experience. Evosus is not responsible for any content or services not owned by us. We are under no obligation to ensure that such content or services are error-free, accurate or up-to-date or fulfill any particular purpose. We may (but are not obligated to) review content to determine whether it is illegal or violates our policies, and we may remove or refuse to display the third party content or services at any time or for any reason without notice to you. You are solely responsible for compliance with any such third party terms or policies by you and your LOUcommerce website, and we may suspend or stop providing LOUcommerce to you if you violate such terms or policies.
Evosus or you may provide links to other websites from your LOUcommerce website. In either case, Evosus is not responsible for the content of any other websites, nor do we make any representations about the content or accuracy of material on any other websites. Inclusion of any linked website on your LOUcommerce website does not imply Evosus’s approval or endorsement of the website. Any concerns regarding any such website, service or resource, or any hyperlink thereto, should be directed to the website’s owner or operator.
In connection with your use of LOUcommerce, you agree that we may send you service announcements, administrative messages, notifications, offers, promotions, affiliate information and other important information to the contact information you provide to us. You understand that you receive these communications as part of your use of LOUcommerce, and you may not be able to opt-out of receiving all of these communications. We may also send you marketing communications by email, mail, or other means in compliance with applicable law. You may opt-out of receiving marketing messages from us by clicking the “unsubscribe” link at the bottom of our emails or by sending an opt-out request to support.evosus.com.
By using LOUcommerce, accessing or using our other Evosus Services, typing your name into any of our electronic forms and indicating your acceptance or clicking a box, you consent to (i) Evosus communicating with you electronically; (ii) receiving all applications, notices, disclosures, and authorizations (collectively, “Records”) from us electronically; and (iii) entering into agreements and transactions using electronic Records and signatures. We will use electronic documents for all communications, agreements, disclosures, authorizations, and other documents necessary to provide you with the Services. Federal law treats electronic signatures as having the same legal force and effect as if they were signed on paper by hand, and online contracts have the same legal force as signing an equivalent paper contract in ink. You must have a web-enabled device, connection to the internet, an active email account, and the ability to receive and read PDF files to conduct business with us electronically. You are responsible for keeping your own Records. If you require assistance with your Records or if you wish to receive Records in paper format or to withdraw your consent to receiving electronic records from us, please contact us at support.evosus.com. Agreements and transactions executed prior to this request will remain valid and enforceable.
These Terms of Service shall commence on the date you sign up for LOUcommerce and shall remain in effect until the earlier of: (i) the date you cancel your use of LOUcommerce via your Account or by contacting Evosus to give notice of such cancellation; (ii) the date you discontinue use of all Evosus Services in accordance with the applicable terms and conditions for such Evosus Services; or (iii) termination by Evosus at any time for any reason, with or without notice to you. Evosus will delete your LOUcommerce website thirty (30) days following termination. Prior to such deletion, you may download your Client Content from your LOUcommerce website to use it for any lawful purpose. Evosus will not assist you in downloading, porting, or transferring your Client Content.
TThese LOUcommerce Terms and the rights and obligations hereunder may not be transferred or assigned, in whole or in part, by you without Evosus’s written consent, not to be unreasonably withheld, but may be freely assigned or transferred by Evosus without restriction.
Notwithstanding the foregoing, without consent, you may assign these Terms to any successor to all or substantially all its business that concerns this Agreement (whether by sale of assets or equity, merger, transfer, consolidation, or otherwise). To so assign these Terms, you must: (i) update the contact and other account information associated with your Account to reflect the assignment, (ii) transfer all Client Content and other data associated with your Account to the assignee, (iii) provide the assignee with access to your Account, and (iv) contractually obligate the assignee to (a) accept and adhere to all applicable Evosus terms and conditions when prompted upon login or via use of the Evosus Services, (b) contact financial services at Evosus to register a card services merchant account, and (c) make all payments due to Evosus under these LOUcommerce Terms and any other existing agreements between you and Evosus. Please contact our Support Center at 360.735.9510 ext. 2 or firstname.lastname@example.org if you or the assignee requires assistance.
Any assignment in violation of these provisions governing assignments shall be deemed null and void ab initio. These Terms shall be binding upon, and inure to the benefit of, the successors, representatives, and permitted assigns of the parties hereto.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU EXPRESSLY UNDERSTAND AND AGREE THAT IN NO EVENT SHALL EVOSUS, ITS EMPLOYEES, AGENTS, SUPPLIERS OR INDEPENDENT CONTRACTORS (THE “DISCLAIMING ENTITIES”) 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 WHICH MAY BE INCURRED IN CONNECTION WITH ANY DISCLAIMING ENTITY OR THE EVOSUS SERVICES, OR ANY GOODS, SERVICES, OR INFORMATION PURCHASED, RECEIVED, SOLD, OR PAID FOR BY WAY OF THE EVOSUS SERVICES, REGARDLESS OF THE TYPE OF CLAIM OR THE NATURE OF THE CAUSE OF ACTION, EVEN IF THE DISCLAIMING ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH JURISDICTIONS, OUR LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
YOUR USE OF EVOSUS SERVICES IS AT YOUR OWN RISK. EVOSUS MAKES NO EXPRESS, IMPLIED OR STATUTORY REPRESENTATIONS, WARRANTIES, OR GUARANTEES IN CONNECTION WITH THE EVOSUS SERVICES OR RELATING TO THE AVAILABILITY, QUALITY, RELIABILITY, SUITABILITY, TIMELINESS, TRUTH, ACCURACY OR COMPLETENESS OF THE EVOSUS SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LOUCOMMERCE AND OTHER EVOSUS SERVICES ARE PROVIDED TO YOU ON AN “AS IS,” “AS AVAILABLE” AND “WHERE-IS” BASIS WITH NO WARRANTY OF IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON- INFRINGEMENT OF THIRD-PARTY RIGHTS. TO THE FULLEST EXTENT PERMITTED BY LAW, EVOSUS AND THE DISCLAIMING ENTITIES MAKE NO WARRANTY OF ANY KIND THAT LOUCOMMERCE OR ANY OTHER EVOSUS SERVICES WILL MEET YOUR REQUIREMENTS, THAT ITS OPERATIONS WILL BE UNINTERRUPTED OR ERROR FREE, THAT ANY DEFECT WITHIN THE SERVICES WILL BE CORRECTED, OR FOR ANY BREACH OF SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION (INCLUDING SENSITIVE INFORMATION) THROUGH SUCH SERVICES. ANY RELIANCE ON THE MATERIAL OR INFORMATION MADE AVAILABLE THROUGH EVOSUS SERVICES IS AT YOUR OWN RISK. WE DO NOT WARRANT THAT EVOSUS SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR THAT ANY ERRORS WILL BE CORRECTED. WE DO NOT WARRANT THAT THE RESULT OBTAINED FROM USE OF EVOSUS SERVICES WILL BE ACCURATE OR RELIABLE. NO ORAL OR WRITTEN INFORMATION, REPRESENTATION OR ADVICE GIVEN BY EVOSUS SHALL CREATE A WARRANTY WITHOUT A WRITING SIGNED BY EVOSUS REFLECTING THE CREATION OF SUCH WARRANTY.
YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS EVOSUS AND THE DISCLAIMING ENTITIES FROM ALL CLAIMS, LOSSES, DAMAGES, PENALTIES, LIABILITY AND COSTS, INCLUDING REASONABLE ATTORNEYS’ FEES, OF ANY KIND OR NATURE ARISING OUT OF OR RELATED TO A CLAIM (A) ALLEGING THAT YOUR USE OF LOUCOMMERCE OR ANY OTHER EVOSUS SERVICES INFRINGES OR VIOLATES THE RIGHTS OF A THIRD PARTY (INCLUDING ANY MERCHANT) OR VIOLATES APPLICABLE LAW; OR (B) ARISING OUT OF YOUR BREACH OF THESE TERMS OR THE DOCUMENTS THEY INCORPORATE BY REFERENCE.
By using LOUcommerce, you acknowledge that damages may be an inadequate remedy if you or anyone under your direction or control breaches or threatens to breach these Terms, and that any such breach may cause us significant and irreparable injury and damage. Accordingly, you acknowledge that we shall be entitled, without waiving any additional rights or remedies otherwise available to it at law or in equity or by statute, to seek injunctive relief in such event without the necessity of posting a bond.
Any claim arising under or relating to this Agreement shall be governed by the laws of the State of Washington without regard to conflict of laws. Foreign laws do not apply. The United Nations on Contracts for the International Sale of Goods and any laws based on the Uniform Computer Information Transactions Act (UCITA) shall not apply to these Terms. Each Party hereby agrees that the courts located in Clark County of the State of Washington shall have sole jurisdiction and venue for all disputes and litigation arising under or relating to this Agreement ("Jurisdiction"). In the event any suit or action is filed to enforce or interpret the terms and obligations of this Agreement, the prevailing Party shall be entitled to its reasonable attorney fees and costs, including reasonable post-judgement attorney fees incurred in collection efforts.
If any of these Terms is found to be inconsistent with applicable law, then such term shall be interpreted to reflect the intentions of the parties, and no other terms will be modified. Evosus’s failure to enforce any of these Terms is not a waiver of such term. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be freely assigned by Evosus without restriction. If any provision of these Terms is held invalid or unenforceable for any reason, the remainder of the provision shall be amended to achieve as closely as possible the economic effect of the original term and all other provisions shall continue in full force and effect. The contents ownership, copyright, trademark, disclaimer of warranties, representations made by you, limitations of liability, and general provisions shall survive any termination of these Terms.
Evosus reserves the right to revise these Terms of Service without notice at any time. If we revise these Terms, we will update this posting. Your continued use of our Services following the posting of changes constitutes your acceptance of such changes. You further agree that in the event any portion of these Terms of Service are found to be unenforceable, the remainder of these Terms shall remain in full force and effect and the otherwise unenforceable portion shall be amended so as to be enforceable to the greatest extent permitted by law.