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Terms and Conditions

Ozloh Inc. Terms and Conditions as of June 28th 2024

1. Account Terms

This section outlines your obligations and responsibilities in managing your account, the content you upload to Ozloh, and the operation of your Ozloh Store. If you fail to adhere to Ozloh’s terms of service, we reserve the right to terminate your access to our services. For communication purposes, we will use the primary email address you provide.

To utilize Ozloh's services, you must create an account with us. During registration, you are required to furnish personal and business information such as your legal name, business address, phone number, and a valid email address, along with other necessary details. Ozloh retains the right to deny your account registration or cancel an existing account at our discretion.

You are eligible to create an account if you are at least 18 years old or have reached the age of majority in your jurisdiction, whichever is greater.

It is understood that the services provided by Ozloh are intended for business purposes and not for personal, family, or household uses.

The email address you provide upon account creation or subsequently update will be considered as the primary means of communication between you and Ozloh (“Primary Email Address”). You are expected to regularly check this email address, ensuring it can send and receive messages. Authentic communication with Ozloh is recognized only if it originates from your Primary Email Address.

You are accountable for maintaining the confidentiality of your account password. Ozloh is not liable for any loss or damage resulting from your inability to secure your account and password. We may implement additional security measures as needed and adjust them according to our discretion.

Technical support for Ozloh services is available solely to account holders. Any inquiries regarding the terms of service should be directed to Ozloh Support.

You are prohibited from duplicating, selling, or exploiting any part of the service without Ozloh's explicit written consent.

You must not attempt to bypass or disable any service limitations, process orders outside of Ozloh’s Checkout, use tools to activate disabled features, or reverse engineer the services.

You agree not to use automated means, such as robots or spiders, to access or gather information from the services.

Be aware that the materials you upload may be transmitted unencrypted and might undergo modifications to meet the technical requirements of connecting networks or devices. “Materials” encompass trademarks, copyrighted content, products or services you offer through Ozloh (including descriptions and prices), and any digital content like photos, videos, graphics, or text that you or your affiliates provide to Ozloh.

2.1 Ownership of the Store

Under the terms outlined in Section 2.1.2, the individual who registers for the Service by creating an Account will be recognized as the legal contracting entity (“Store Owner”) according to our Terms of Service. This individual is granted the authority to utilize any account provided by us in relation to the Service. It is your responsibility to ensure that the Store Owner’s name (including the legal name of the business that owns the Store, if applicable) is prominently displayed on the website of the Store.

If you are registering for the Services on behalf of the company you work for, then the company becomes the Store Owner. In this scenario, you must register using an email address provided by your employer, and you must confirm that you are authorized to commit your employer to our Terms of Service.

Your Ozloh Store will be linked to a single Store Owner only. However, a Store Owner is allowed to operate multiple Ozloh Stores. You are required to conduct transactions through Ozloh Checkout for your store. The term “Store” refers to any online storefront (whether it is hosted on Ozloh or a third-party website), any storefront created using the Storefront API, or any physical retail outlet(s) associated with the Account.

2.2 Staff Accounts

Depending on the Ozloh plan you choose, you have the option to establish one or several staff accounts (“Staff Accounts”), which enable additional individuals to access your Account. It's mandatory for each Staff Account to have a complete legal name and a valid email address. Through Staff Accounts, the Store Owner has the capability to assign specific permissions, allowing others to contribute to the management of the Account while also controlling their access to particular areas of business data. For instance, access to sales data on the Reports page can be restricted, or changes to general store configurations by Staff Accounts can be prevented.

The Store Owner holds responsibility for ensuring that their employees, agents, and subcontractors, including those accessing through Staff Accounts, adhere to these Terms of Service. Furthermore, the Store Owner will be held accountable for any violations of these Terms of Service committed by their employees, agents, or subcontractors. The Store Owner must recognize and accept that they are liable for fulfilling all obligations stipulated in the Agreement, irrespective of whether they delegate or subcontract these duties to any third party, which includes any affiliates or subsidiaries of the Store Owner.

Individuals associated with the Store Owner and those operating under Staff Accounts are collectively identified as “Ozloh Users”.

3. Ozloh Rights

The Services offer a variety of features and functionalities, but not all services or features are accessible to every Merchant at all times. We are not obligated to ensure the availability of any services or features in any specific jurisdiction. Unless expressly prohibited by these Terms of Service or applicable law, we maintain the right to alter or discontinue any part of the Services at our discretion, at any time, without prior notification.

Ozloh does not conduct preliminary screenings of Materials. We reserve the sole discretion to reject or remove any Materials from the Services, particularly if we determine that the products or services you offer, or the Materials you've uploaded or shared, contravene our Acceptable Use Policy (AUP) or these Terms of Service.

Any form of verbal or written abuse directed at Ozloh employees, members, or officers, including threats of abuse or retribution, will lead to the immediate termination of your Account.

We also reserve the right to offer our Services to your competitors without guaranteeing exclusivity. It's important to recognize and accept that Ozloh employees and contractors may be Ozloh customers or merchants who might compete with you, provided they do not utilize your Confidential Information (as outlined in Section 6) in their activities.

In cases of disputes over Account ownership, we may ask for documentation to verify or establish Account ownership. This documentation could include, but is not limited to, a scanned copy of your business license, a government-issued photo ID, the last four digits of the credit card on file, or proof of your employment status with a specific entity.

Ozloh holds the exclusive authority to decide on the rightful ownership of an Account and to transfer an Account to its legitimate Store Owner. If determining the rightful Store Owner is not straightforward, Ozloh retains the right, without affecting our other rights and remedies, to temporarily suspend or disable an Account until the disputing parties reach a resolution.

4. Your Responsibilities

You agree to display publicly accessible contact details, a refund policy, and order fulfillment timelines on your Ozloh Store. You acknowledge that Ozloh operates not as a marketplace but as a platform where sales contracts are formed directly between you and your customers. As such, you are recognized as the seller of record for all products sold via the Services. It is your responsibility to manage your Ozloh Store, the content you provide, the products and services you sell, and all transactional aspects with your customers. This responsibility extends to processing customer payments, managing refunds and returns, handling sales and customer service inquiries, addressing fraudulent transactions, complying with legal and regulatory requirements, and adhering to consumer protection laws applicable to your sales region, in addition to adhering to these Terms of Service. You guarantee that your Store, the content you upload, and the products and services you offer through the Services will be accurate, lawful, and not infringe on any laws, regulations, or third-party rights.

Ozloh is not the seller or merchant of record and assumes no liability for your Store or the sales to customers via the Services. You bear sole responsibility for the products or services you sell (including their descriptions, prices, taxes, defects, legal disclosures, compliance with regulations, and promotional content), ensuring adherence to all relevant laws and regulations.

You must not use the Ozloh Services for illegal or unauthorized activities, nor violate any laws within your jurisdiction, your customers’ jurisdictions, or the laws of Canada and the Province of Ontario while using the Service. This includes adhering to all applicable legal, regulatory, and licensing requirements pertinent to operating your store and fulfilling your obligations under the Terms of Service.

The use and access to the Ozloh API are governed by the API Terms, under which you are solely responsible for all activities conducted with your API Credentials and for maintaining their security.

You agree to utilize Ozloh Checkout for transactions within your online store. “Ozloh Checkout” refers to Ozloh’s checkout process that allows customers to input shipping and payment information upon cart checkout, including transactions processed through the Ozloh Checkout API.

5. Payment of Fees and Taxes

You are required to pay the Subscription Fees for access to the Online Service, along with any other relevant fees. These may include fees related to sales made through your Store with payment providers other than Ozloh Payments (Transaction Fees), as well as fees for additional products or services like Ozloh Payments, shipping. Collectively, Subscription Fees, Transaction Fees, and Additional Fees are termed as the “Fees”.

A valid payment method must be on file with us to cover all your Fees, both incurred and recurring. Ozloh will charge the Fees to the payment method you authorize (“Authorized Payment Method”), and will continue to do so until your use of the Services ends and all Fees are paid in full. Unless stated otherwise, all Fees and charges are in U.S. dollars, and payments will be made in U.S. currency.

Subscription Fees are paid upfront and are billed every 365 days (on each “Billing Date”). Ozloh may charge Transaction Fees and Additional Fees at our discretion. You will be billed on each Billing Date for any Fees not yet charged. An invoice for these Fees will be sent to the Store Owner at the provided Primary Email Address and will also be available on the Account page of your Store’s admin console. You have roughly two weeks to address any concerns with the invoicing of Subscription Fees.

If payment of Fees cannot be processed through an Authorized Payment Method, we may attempt to process payment using any Authorized Payment Method again. If payment cannot be successfully processed within 28 days from the first attempt, we may suspend and revoke access to your Account and Services. Reactivating your Account requires payment of outstanding Fees, plus the Fees for the next billing cycle. Access to your Account or storefront may be blocked during suspension. If outstanding Fees are not paid within 60 days of suspension, Ozloh reserves the right to terminate your Account as outlined in Section 14.

All Fees are exclusive of any taxes, fees, or charges imposed by taxing authorities (Taxes). You are responsible for all Taxes arising from your subscription to or purchase of Ozloh’s services. You are responsible for the taxes charged to all of your customers.

All payments to Ozloh under these Terms of Service must be made in full, without any deductions or withholdings except for Taxes that Ozloh charges and remits on your behalf. You are responsible for any legally required deductions or withholdings, which must be paid separately to the taxation authority. Ozloh is entitled to charge the full Fees to your Authorized Payment Method without considering any required deductions or withholdings.

You are solely responsible for handling, collecting, withholding, reporting, and remitting all applicable taxes, duties, fees, surcharges, and additional charges resulting from sales on your Ozloh Store or your use of the Services. Ozloh does not operate as a marketplace, and any sale through the Services is a direct contract between you and the customer.

Ozloh does not issue refunds.

6. Confidentiality

"Confidential Information" encompasses a wide range of data related to a party's business operations that isn't publicly accessible. This includes, but isn't limited to, specific operational details, technological processes, formulas, software, lists of current and potential customers, contact details, information related to customer interactions, product designs, sales figures, costs (inclusive of any processing fees), pricing strategies, financial data not publicly disclosed, business strategies, and marketing plans. Anything deemed private and proprietary falls under this category, regardless of whether it is explicitly labeled as confidential or proprietary. Information that you receive about Ozloh or its Services that isn't common knowledge, including details of our security measures and protocols, also qualifies as Ozloh’s Confidential Information.

Both parties commit to using the Confidential Information of the other only to fulfill their responsibilities under these Terms of Service, adhering to the stipulations outlined in this section and elsewhere in these terms. Each party pledges to take reasonable measures, comparable to those they apply to their proprietary data, to avoid the unauthorized copy, disclosure, or use of any Confidential Information. This is limited to sharing with employees, agents, and subcontractors who need to know this information to carry out the party’s obligations and who are bound by similarly strict confidentiality agreements, or when disclosure is mandated by law, a regulatory body, or court order. In such legal scenarios, the receiving party will, where permissible, promptly inform the disclosing party of the requirement and endeavor to ensure that the disclosure is treated confidentially. Information that does not fall under this confidentiality obligation includes data that (A) was already public or known to the receiving party prior to the disclosure; (B) is developed independently by the receiving party without referencing the disclosing party’s Confidential Information and without violating these Terms of Service; or (C) is later obtained rightfully from another source by the receiving party without breaching these Terms of Service.

7. Limitation of Liability and Indemnification

You acknowledge and agree that, within the bounds of applicable law, Ozloh and its suppliers bear no liability for any form of damage, whether direct, indirect, incidental, special, consequential, or exemplary, including but not limited to, loss of profits, goodwill, use, data, or other non-tangible losses, resulting from the use of or the inability to use the Service or stemming from these Terms of Service (regardless of origin, including negligence).

You commit to defending, indemnifying, and holding harmless Ozloh, its parent company, subsidiaries, affiliates, partners, officers, directors, agents, employees, and suppliers from any third-party claims or demands, including reasonable legal fees, that arise from (a) your violation of these Terms of Service or any referenced documents (including the AUP); (b) your infringement of any law or third-party rights; or (c) any transaction between you and your customers, including but not limited to refunds, fraudulent transactions, any purported or actual legal violations (especially consumer protection laws at the federal or state level), or your failure to adhere to these Terms of Service.

You are also responsible for any violations of these Terms of Service by your affiliates, agents, or subcontractors, with such breaches considered as your own.

Your decision to use the Services is entirely at your own risk. The Services are offered "as is" and "as available," without any form of guarantee, whether explicit, implied, or statutory.

Ozloh does not guarantee that the Services will be continuous, timely, secure, or errorfree.

Ozloh makes no promise regarding the accuracy or reliability of the results obtained from using the Services.

Ozloh assumes no responsibility for any tax obligations or liabilities you may incur as a result of using Ozloh’s Services.

Ozloh offers no assurance that the quality of any products, services, information, or other material you purchase or acquire through the Services will meet your expectations, or that any errors in the Services will be rectified.

You must have your own terms and conditions for your store that includes the clause Ozloh platform is not responsible or liable for any products and services sold on this site.

8. Intellectual Property and Your Materials

8.1 Your Materials

While you retain ownership of the content you upload to Ozloh, granting us a license to use that content is necessary. You provide Ozloh with a worldwide, non-exclusive, transferable, sublicensable, royalty-free license to host, utilize, distribute, modify, execute, copy, store, publicly perform, communicate (including through telecommunication), broadcast, display, translate, and create derivative works from the materials you supply in relation to the Services. This license allows us to manage, offer, and promote the Services, and to fulfill our responsibilities and rights as set out in the Terms of Service. You confirm that you possess the required rights to grant this license for the materials. You also irrevocably waive any moral rights you might hold in these materials in Ozloh's favor, a waiver that extends to any third parties who might acquire rights from Ozloh, including sublicensing or transferring rights.

If you owned the materials before providing them to Ozloh, their ownership remains with you despite their presence on your Ozloh Store, acknowledging any rights or licenses mentioned in the Terms of Service or elsewhere. You may remove your materials by deleting your account, but this does not revoke any rights or licenses to the materials that Ozloh needs to utilize any rights or fulfill any obligations incurred during the term of your use.

Ozloh has the right, though not the obligation, to review and potentially remove any materials you submit to the Service at any time.

Additionally, you grant Ozloh a non-exclusive, transferable, sublicensable, royalty-free, worldwide license to use your Store’s trademarks, logos, and service marks (“Your Trademarks”) to operate, provide, and promote the Services, and to meet our obligations and rights under the Terms of Service. This license persists beyond the termination of the Terms of Service to the extent necessary for Ozloh to exercise any rights or fulfill any obligations that arose during the term.

8.2 Ozloh Intellectual Property

You are not permitted to use any Ozloh trademarks, logos, or service marks, including but not limited to Ozloh, without Ozloh's written consent. Marks that could be confused with Ozloh Trademarks are also off-limits, as are any variations or misspellings that could cause confusion.

You agree not to buy, register, or utilize search engine keywords, trademarks, email addresses, social media handles, or domain names that include or are confusingly similar to Ozloh or Ozloh Trademarks.

By agreeing to the Terms of Service, you acknowledge that no rights to implement Ozloh patents are conferred to you.

9. Additional Services

SMS Messaging

This implies that when utilizing our SMS Services, adherence to our terms, the acceptable use policies set forth by the SMS providers, and applicable legal regulations is mandatory.

The Services provide you with the capability to communicate with your customers through short message service (SMS) messaging (for example, to dispatch SMS notifications confirming orders) referred to here as the "SMS Services." You are obliged to use the SMS Services only in a manner that is consistent with these Terms of Service, any relevant additional terms (this includes, but is not limited to, the Acceptable Use Policies of Telnyx, subject to amendments over time), and the legal requirements of both the jurisdiction from where the messages are sent and where they are received. We can freely change 3rd party providers for SMS service anytime. Additional fees may apply when using SMS services.

Customizations

Any customizations Ozloh loh does for you, Ozloh has the right to reuse in any shape or form for other clients of Ozloh.

10. Feedback and Reviews

Ozloh is open to receiving any suggestions or ideas for improving or expanding the Services. Please note that sharing any idea, suggestion, or related materials, or any evaluation of the Services, Third Party Services, or any Third Party Providers (altogether referred to as “Feedback”) with Ozloh does not create an obligation for confidentiality or entitle you to any form of compensation. When you provide Feedback to Ozloh—whether directly submitted to us or posted on any forum or page hosted by Ozloh—you relinquish all rights to the Feedback. Ozloh is then free to use or modify the Feedback as we see fit, without needing approval or compensation to you or any third party. It's important that any reviews you submit regarding Third Party Services or Providers are truthful to the best of your knowledge and do not violate laws or rights, including being free from illegal, obscene, threatening, libelous content, privacy invasions, intellectual property infringements, or anything else that could harm third parties or be seen as offensive. While Ozloh retains the right to modify or remove Feedback concerning Third Party Services or Providers, we do not routinely review posted Feedback.

11. DMCA Notice and Takedown Procedure

Ozloh is committed to upholding intellectual property rights and expects the same from its merchants. Our approach involves promptly addressing any claims of copyright infringement. If an individual suspects a Ozloh merchant of infringing on their intellectual property rights, they are encouraged to submit a DMCA Notice to Ozloh's designated representative through our provided form. Upon receipt of such a notice, Ozloh may take action by removing or disabling access to the content in question. Merchants who disagree with the infringement claim have the opportunity to submit a counter-notice through our form. Following the submission of a counternotice, the initial claimant has 14 business days to seek a legal injunction against the merchant’s allegedly infringing activities. Failing to obtain such an order within this timeframe will result in Ozloh reinstating the content.

12. Privacy and Data Protection

Ozloh places a high priority on safeguarding your privacy and that of your customers' personal information. When you utilize the Service, you recognize and consent to the management of this personal information in accordance with Ozloh's Privacy Policy.

Furthermore, when Ozloh acts in the capacity of a "data processor" or "service provider" in handling your customers' personal information under specific data privacy or protection legislations, such as the EU or UK General Data Protection Regulation (GDPR) and the California Consumer Privacy Act (CCPA), our handling of personal information is additionally regulated by our Data Processing Addendum.

13. Ozloh Contracting Party

14. Term and Termination

The duration of these Terms of Service commences from the moment you complete your registration for a Service and lasts until it is terminated by either you or us, as detailed below (the "Term").

You have the option to cancel your Account and end the Terms of Service at any time by reaching out to Ozloh Support and adhering to the instructions provided in Ozloh's reply.

We reserve the right, without limiting other possible actions, to suspend or terminate your Account or these Terms of Service at our discretion, without prior notice, at any point (except as law may require), particularly if there is suspicion of fraudulent activities associated with your use of the Services. The termination of these Terms of Service does not affect any rights or obligations that were established before the termination date.

Following the termination of the Services by either party, for any reason:

If you have registered a domain name through Ozloh, it will not automatically renew upon your Account's cancellation. After the termination, managing your domain with the domain provider becomes entirely your responsibility.

Should there be any Fees pending at the time the Service is terminated, you will be sent a final invoice via email. Once this invoice is settled, you will not incur any further charges.

15. Modifications

We hold the exclusive right to modify or amend any part of the Terms of Service whenever we see fit. We will give you reasonable prior notice of any changes that significantly impact your rights or use of the Services by emailing your Primary Email Address, notifying you via the Ozloh admin console, or through similar channels. Nonetheless, Ozloh may implement changes that significantly affect your rights or use of the Services immediately and without prior notice for reasons related to legality, regulation, the prevention of fraud and abuse, or security, or to eliminate products or actions we consider unsafe, inappropriate, or offensive. Unless stated otherwise in our notification, such amendments to the Terms of Service become effective immediately once they are posted here. By continuing to access or use the Services following such notification or the posting of revised terms, you agree to and accept the changes, agreeing to be bound by the updated Terms of Service. If you disagree with the revised Terms of Service, you must cease using the Services.

Ozloh also reserves the right to alter the Fees for the Services. Should there be any changes to the Fees, we will inform you 30 days in advance by sending an email to the Primary Email Address, through the Ozloh admin console, or via similar methods. Ozloh is not responsible to you or any third party for any changes in pricing, modification, suspension, or discontinuation of the Services (or any part thereof).

16. Pricing and Promotions

You may have been offered a limited time promotional pricing. If we do not indicate an expiration or duration of this promotion, then we can discontinue a promotion at any time with a 30 day notice. We will revert back to the regular price.

17. General Conditions

The Terms of Service, along with any referenced documents, form the complete agreement between you and Ozloh, overseeing your use of the Services and your Account. This agreement replaces any previous agreements you've had with Ozloh, including earlier versions of the Terms of Service.

Ozloh's failure to act upon or enforce any right or provision within the Terms of Service does not waive that right or provision. Should any part of the Terms of Service be found unlawful by a competent court, that part will be modified to reflect the original intention as closely as possible within legal bounds, while the rest of the Terms will remain effective.

Except for Ozloh and its affiliates, no third parties will have any rights to enforce any terms of these Terms of Service, unless explicitly stated otherwise within these terms. This does not affect the rights of any individual or entity that is a permitted successor or assignee of these Terms.

These Terms are governed by the laws of the Province of Ontario and the applicable federal laws of Canada, ignoring any conflict of laws principles.

If the Terms of Service are available in languages other than English, the English version prevails in case of any discrepancy, as found at https://www.Ozloh.com/legal/terms. Disputes under these terms will be resolved in English, unless Ozloh decides otherwise or law requires differently.

The Terms bind and benefit both parties and their respective successors and permitted assigns. Ozloh may assign these Terms without your consent or notice. You cannot assign the Terms without Ozloh's written consent.

Should any part of these Terms be deemed invalid, illegal, or unenforceable, it does not affect the validity of the remaining parts.

Upon termination, rights and obligations cease except for obligations and liabilities incurred before termination and the survival of specific sections outlined, including those related to account terms, fees, confidentiality, intellectual property, third-party services, feedback, privacy, and general conditions, among others.

Customers understand that upon sign up, there will be a period of time required for setup and data preparation. The period of time depends on the complexities of each customer's data, existing systems, and their own effort level during setup. This cause of delay that prevents customers from immediately going live in operations hence collecting payment on the eCommerce platform will not be the fault of Ozloh Inc.

After the app/website goes live, the customer understands that Ozloh Inc. is simply a platform with functions and tools, and is not responsible for business performance. Ozloh is always ready to assist with marketing through our additional services offered.

18. ADA Compliant

Ozloh is ada compliant. If you upload your custom product images, logos, or any user editable fields you are fully responsible for ADA compliance. We are not responsible for any lawsuits relating to ADA compliance.