Legal Information & Notices
Adivantus a product of The Mayorga Firm, Inc. (including its various affiliates and subsidiaries, "Adivantus") provides a collection of tools and resources to manage an online store, process orders and sell products online and other services (collectively, the " Services"). The following are the terms and conditions for use of the Services (the " Terms"), along with any amendments thereto and any operating rules or policies that may be published from time to time by Adivantus. You agree that you have read and understand, and have the capacity and authority to accept, agree to and be bound by these Terms.
Service and Terms
The Services are provided subject to these Terms and any operating rules or policies that Adivantus may publish from time to time (collectively, the " Agreement"). Adivantus may make changes or modifications to this Agreement at any time, and such changes or modifications are effective immediately upon the earliest of (a) Adivantus email notification to you advising you of such changes or modifications, (b) your electronic acceptance of this Agreement after such changes or modifications have been made to this Agreement as indicated by the "Date of Last Revision" date at the top of the Terms, or (c) your continued use of the Services after Adivantus posts the updated Agreement to Adivantus.com. In addition, when using particular Adivantus services, Customer and Adivantus will be subject to any posted guidelines or rules applicable to such Services that may be posted from time to time. The Services are available only to persons who can form legally binding contracts under applicable law. Without limiting the foregoing, the Services are not available to individuals under the age of 18. If you do not qualify, please do not use the Services. The Services provides a collection of tools and resources to manage an online store, process orders and sell products online. In addition, the Services may include migration services relating to your use of the Adivantus's tools and resources. Customer must complete a registration form in order to use the Services. Customer will provide true, accurate, current, and complete information about Customer as requested in the registration form, and will update the information to keep it current. As part of the registration process, Customer will identify an email address and password for Customer's Adivantus account. Customer is responsible for maintaining the security of Customer's account, passwords, and files, and for all uses of Customer's account and of the Services in Customer's name. Adivantus reserves the right to refuse registration of, or cancel, accounts it deems inappropriate.
Restrictions and Responsibilities
Term and Termination
Customer may terminate this Agreement at any time. To learn more about how to terminate this Agreement, please click here . See also Section 7 below (Fees and Payment; Upgrade, Downgrade and Cancellation of Services) for more information regarding termination of this Agreement or related Services. Adivantus may terminate this Agreement or the Services at any time with or without cause, and with or without notice. Adivantus will have no liability to Customer or any third party because of such termination. Upon termination or expiration of this Agreement by either party for any reason, (a) Adivantus will cease providing the Services, (b) you will not be entitled to any refunds of any usage fees or any other fees, pro rata or otherwise and (c) any outstanding balance owed to Adivantus for your usage of the Services through the effective date of such termination or expiration will immediately become due and payable in full. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, warranty disclaimers and limitations of liability. Upon termination or expiration of this Agreement by either party for any reason, Adivantus may delete any Customer archived data within 30 days after the date of termination.
Disputes Regarding Account or Site Ownership
The entity or person creating a Adivantus account and designated as the owner will be deemed the account owner. For security reasons, only the account owner or the point of contact designated by the account owner will be allowed to make changes, cancellations, or designate a new point of contact. Disputes sometimes arise between or among multiple persons claiming ownership of or rights in a site, store or account. Adivantus is not obligated to, and will not, resolve any such disputes.
If multiple persons are claiming ownership of or rights in a site, store or account, and, in Adivantus's sole judgment, there is uncertainty as to the ownership of or rights in such site, store or account, then Adivantus will, to the extent of its knowledge and ability, notify such persons of the dispute and demand that such persons promptly, conclusively, and finally resolve the dispute in a manner which makes clear who the owner(s) and/or interest holder(s) is/are and in a manner which relieves Adivantus of all liability and obligations concerning the dispute and such site, store or account. If the disputing persons fail to resolve the dispute within what Adivantus, in its sole judgment, deems to be a reasonable time, then Adivantus, at its sole option and without any obligation to do so, may suspend or terminate the account until such persons resolve such dispute and reach certainty regarding ownership of or rights in such website, store and/or account. The person or persons conclusively and finally determined by court order, binding arbitration or settlement agreement to be the rightful owner(s) or interest holder(s) of such website, store and/or account will be obligated to pay all amounts due and comply with the then current Adivantus policy regarding transfers of accounts, if required, to transfer ownership of the site, store and/or account to the rightful owner. Failure of the rightful owner of such site, store and/or account to timely pay in full all of such amounts will be deemed a breach of these Terms and will subject the account to immediate termination.
Customer's Name and Trademarks; Customer Feedback; Customer Submissions
Name and Trademarks. Customer hereby grants Adivantus a non-exclusive right and license to use Customers name and such of Customers trade names, trademarks, and service marks (collectively, " Customers Marks") as are provided to Adivantus in connection with this Agreement (a) on Adivantus's own websites, (b) in printed and online advertising, publicity, directories, newsletters, and updates describing Adivantus's Services and (c) in applications reasonably necessary and ancillary to the foregoing.
Some of the features of this website or the Services found at this website may allow Customer to view, post, publish, share, store, or manage (a) ideas, opinions, recommendations, feedback or advice (" Customer Feedback"), or (b) literary, artistic or other content, including but not limited to photos and videos (" Customer Submissions") (Customer Feedback together with Customer Submissions, " Customer Content"). By providing Customer Content to Adivantus via any method (e.g. site submission, email, survey responses, etc.), Customer represents and warrants to Adivantus that (i) Customer has all necessary rights to distribute Customer Content via this website or via the Services found at this website, either because Customer is the author of the Customer Content and has the right to distribute the same, or because Customer has the appropriate distribution rights, licenses and/or permissions to use, in writing, from the copyright or other owner of the Customer Content, and (ii) Customer does not violate the rights of any third party. License to Adivantus. Adivantus will have the right to use and disclose any Customer Content posted to Adivantus's corporate websites or submitted directly to Adivantus for any lawful purpose. In no event will Customer or anyone else be entitled to any compensation or acknowledgement for Adivantus's use of any Customer Content. Customer's provision of Customer Content is entirely voluntary and will not create any confidentiality obligation for Adivantus. By submitting Customer Content, Customer hereby grants Adivantus an irrevocable, perpetual, transferable, non-exclusive, fully-paid-up, royalty-free, worldwide license (sublicensable through multiple tiers) to: (a) use, copy, distribute, reproduce, modify, create derivative works of, adapt, publish, translate, publicly perform, and publicly display Customer Content (or any modification thereto), in whole or in part, in any format, medium or application now known or later developed, and (b) use (and permit others to use) Customer Content in any manner and for any purpose (including, but not limited to, commercial purposes) that Adivantus deems appropriate in its sole discretion (including, but not limited to, to incorporating Customer Content (or any modification thereto), in whole or in part, into any technology, product or service. The provisions in this Section apply specifically to Adivantus's use of Customer Content posted to Adivantus's corporate websites or submitted directly to Adivantus. The provisions in this Section are not intended to and do not have the effect of transferring any ownership (including intellectual property rights) Customer may have in content posted to Customer's hosted sites or granting any license (including intellectual property rights) to content posted to Customer's hosted sites (other than as necessary for Adivantus to host Customer's sites and provide the Services). Customer will be solely responsible for any and all of the Customer Content that is submitted through Customers account, and the consequences of, and requirements for, distributing it. Adivantus makes no representations or warranties with respect to any forums, blogs, private messages, emails, or other electronic discussion mediums made available on or via the Services (collectively, " Discussion Areas") or with respect to any messages, information, or materials contained in the Discussion Areas. Customer's use of, or reliance upon, any such messages, information, or materials is at Customer's sole risk and expense. Adivantus does not, and cannot, review all of the information and materials provided in the Discussion Areas and has no responsibility or liability for any such information or materials or their use. If Adivantus becomes aware of any information or materials that it determines violate these Terms or the Discussion Areas' policies promulgated by Adivantus from time to time or that Adivantus otherwise deems inappropriate in its sole discretion, Adivantus reserves the right to delete, move, or edit any such information or materials.
Export of Services or Technical Data
Customer may not remove or export from Australia or the United States or allow the export or re-export of the Services, or any direct product thereof, including technical data, in violation of any restrictions, laws, or regulations of Australia, the United States or any other applicable country.
Modifications to the Terms and Conditions.
We may, at any time and for any reason make changes to the Terms and Conditions. We may do this for a variety of reasons including to reflect changes in or requirements of the law, new features, or changes in business practices. In fact, Adivantus may require subscription fees for the offered services at any time. The most recent version of the Terms and Condictions will be posted on the www.adivantus.com and you should regularly check for the most recent version. The most recent version is the version that applies. If you continue to use the www.adivantus.com after the changes become effective, then you shall be deemed to have accepted those changes. If you don't agree to these changes, you must cease using the www.adivantus.com.
Fees and Payment; Upgrade, Downgrade and Cancellation of Services
Fees.In consideration of the Services provided, Customer will pay Adivantus all fees due according to the prices and terms listed on this website. Adivantus reserves the right to modify its pricing and terms at any time, and such changes or modifications will be posted on this website and effective immediately upon the next renewal, billing period, upgrade or downgrade of the Services with and/or without notice to Customer. All payments are NON-REFUNDABLE.
Taxes. All fees are exclusive of all federal, state, and/or other governmental sales, goods and services, harmonized or other taxes, fees or charges. If Customer is a resident of Australia, Customer is responsible for all applicable Goods and Services Taxes.
Billing Policies and Cycles. All billing invoices and payment notifications will be maintained directly in Customer's Account Portal. The billing cycle begins on the day Customer converts to a paid store (the "Billing Date") and is due on that day each month, partial year or year thereafter, depending on the Service plan selected and billing terms for individual Services. Billing related to the purchase of SSLs or Domains are billed once these products/services have been purchased by Customer.
Payment. A valid credit card is required for accounts to process payment. Adivantus will automatically charge Customer's credit card on file based on Customer's billing cycle (monthly, partial yearly or yearly, depending on the Services selected and billing terms for individual Services) until Customer validly terminates the Services. Fees for prepaid Services are based on Services purchased, regardless of actual usage and payments made for such Services are NON-REFUNDABLE. ADIVANTUS DOES NOT PROVIDE REFUNDS OR CREDITS FOR ANY PARTIAL DAYS, MONTHS OR YEARS AND DOES NOT PROVIDE REFUNDS TO CUSTOMERS WHO DO NOT USE THEIR ACCOUNTS OR LOG IN.
Unpaid Accounts. Unpaid amounts are subject to a late payment charge of 1.5% per month, or the maximum legal rate allowed by law, whichever is less. If payment is not received within 3 calendar days of the billing date, Adivantus will automatically revoke access to Customer's account. Adivantus may or may not contact Customer directly to notify Customer of its unpaid account. Accounts past due over 90 days will automatically be deactivated.
Disputed Charges/Billing Inquiries. It is Customer's obligation to review all charges for accuracy. Customer has 30 days from the date of billing to contact Adivantus and/or dispute the charge. Failure to do so within the specified time frame will constitute Customer's agreement that all charges are valid and Customer thereby waives any claims it may have had regarding such charge.
Upgrades. Should Customer elect to upgrade its prepaid Services or if such Services are automatically upgraded pursuant to the last sentence of this Section 7.7, the Billing Date of the next renewal period will remain the same; however, Customer will be billed immediately for the pro-rata portion of the upgraded Services fee for the remainder of the current billing period. For example, if a month-to-month customer is billed on October 9th for monthly prepaid Services from October 9th to November 8th, and such Customers account is upgraded effective on October 30th, then such Customer will be charged immediately for the pro-rata usage of the upgraded plan from October 30th to November 8th. On November 9th such Customer will be charged for the full monthly fee amount of the upgraded plan.
Downgrades. Should Customer elect to downgrade its prepaid Services, the downgrade will take effect on the commencement of the next renewal period. In other words, Adivantus DOES NOT provide credits or refunds on downgrades that are effective during the applicable billing period (whether such period is a month, quarter or year). For example, if a month-to-month customer is billed on October 9th for prepaid Services from October 9th to November 8th and such customer downgrades the prepaid Services effective on October 30th, then the downgrade will take effect on the next billing date, i.e. November 9th.
Adivantus Analytics. Payments for the Adivantus Analytics Service are made in arrears and are based on Customer's store order volume. Should Customer add the Adivantus Analytics Service, Customer will be billed for that Service on the monthly anniversary of Customer's Billing Date, regardless of the Service plan selected for Customer's prepaid Services. The Adivantus Analytics fees due each month will be calculated based on Customer's store order volume for the preceding 30 days which will determine the applicable pricing tier as posted on this website. For example, if Customer's Billing Date is the 15th of every month and Customer adds Adivantus Analytics on June 1, Customer will be billed for Adivantus Analytics on June 15 based on the applicable pricing tier using Customers stores order volume for the preceding 30 days with the fee prorated 15 days based on usage. Thereafter, Customer will be billed for Adivantus Analytics on the 15th of every month based on the store's order volume during the preceding 30 days from the Bill Date.
Cancellations. Adivantus Services will continue in effect until Customer validly terminates the Services.
Customer must notify Adivantus of its intent to terminate prepaid Services at least 5 calendar days before the billing renewal date. If notice is not received before such date, such Services will automatically renew for the subsequent renewal period. For example, if a month-to-month customer is billed on October 9th for monthly prepaid Services from October 9th to November 8th and such customer provides a valid notice to terminate its account on November 6th, Customer will automatically be charged for prepaid Services from November 9th to December 8th and the prepaid Services will terminate on December 8th. If the same customer provides notice to terminate its account on November 4th, then the account will terminate on November 8th and such customer will not be charged for any further prepaid Services on such account.
Customer may terminate Adivantus Analytics upon request. If the termination date is after the Billing Date for the Service, Customer will be billed for Adivantus Analytics based on the applicable pricing tier using the Customer's stores order volume for the preceding 30 days from the termination date and prorated based on usage. For example, if Customer's Billing Date is the 15th of every month and Customer terminates with an effective date of termination on June 8, Customer's final bill for Adivantus Analytics will be calculated based on Customer's stores order volume for the proceeding 30 days as of the termination date and the applicable tiered pricing will be pro-rated from May 15 through June 8. If Customer terminates Adivantus Analytics prior to the first Billing Date after Customer adds the Service, Customer's final bill for Adivantus Analytics will be based on the applicable pricing tier using Customer's stores order volume for the preceding 30 days and prorated for usage.
Please click here for instructions on how to terminate Services .
Prohibited Offerings. Customer may not utilize the Services to provide, sell or offer to sell the following: replicas; controlled substances; illegal drugs and drug contraband; weapons; pirated materials; instructions on making, assembling or obtaining illegal goods or weapons to attack others; information used to violate the copyright(s) of, violate the trademark(s) of or to destroy others' intellectual property or information; information used to illegally harm any people or animals; pornography, nudity, sexual products, programs or services; escort services or other content deemed adult related. Profanity. Profanity, profane or otherwise inappropriate subject matter in the site content and in the domain name are prohibited. Private Information and Images. Customers may not post or disclose any personal or private information about or images of children or any third party without the consent of such party (or a parent's consent in the case of a minor). Violations of Intellectual Property Rights. Any violation of any person's or entity's intellectual property rights, rights of privacy, rights of publicity or other personal rights is prohibited. Adivantus may remove or block access to content appearing on or through the Services upon receipt of proper notice of copyright infringement (see "Reporting Claims of Copyright Infringement" below). Misrepresentation of Transmission Information. Forging, misrepresenting, omitting, or deleting message headers, return mailing information and/or Internet protocol addresses to conceal or misidentify the origin of a message is prohibited. Viruses and Other Destructive Activities. Use of the Services for creating or sending Internet viruses, worms or Trojan horses, or for pinging, flooding or mail bombing, or engaging in denial of service attacks is prohibited. It is also prohibited for Customer to engage in other activity that is intended to disrupt or interfere with, or that results in the disruption of or interference with, the ability of others to effectively use the Services (or any connected network, system, service or equipment) or conduct their business over the Internet. Hacking. "Hacking" and related activities are prohibited. "Hacking" includes, but is not limited to, the following activities: illegally or without authorization, accessing computers, accounts or networks, penetrating or attempting to penetrate security measures, port scans, stealth scans, and other activities designed to assist in hacking. Anonymous Proxies. Adivantus does not allow the use of anonymous proxy scripts on its servers. They can be very abusive to the server resources, affecting all users on that server. Customer will not access or copy any portion of the Services through any automated viewing, downloading or crawling systems. Export Control Violations. The exportation of encryption software outside of Australia or the United States and/or violations of Australian or United States law relating to the exportation of software is prohibited. Customer may not export or transfer, directly or indirectly, any regulated product or information to anyone outside Australia or the United States without complying with all applicable statues, codes, ordinances, regulations, and rules imposed by Australian and United States federal, state or local law, or by any other applicable law. Child Pornography. The use of the Services to store, post, display, transmit, sell, advertise or otherwise make available child pornography is prohibited. Adivantus is required by law to, and will, notify law enforcement agencies when it becomes aware of the presence of child pornography on, or being transmitted through, the Services. Other Illegal Activities. The use of the Services to engage in any activity that is determined by Adivantus, in its sole and absolute discretion, to be illegal is prohibited. Such illegal activities include, but are not limited to, storing, posting, displaying, transmitting, selling or otherwise making available ponzi or pyramid schemes, fraudulently charging credit cards or displaying credit card information of third parties without their consent, and failure to comply with applicable online privacy laws. Adivantus will cooperate fully with appropriate law enforcement agencies in connection with any and all illegal activities occurring on or through the Services. Other Activities. This list of prohibitions provides examples of prohibited conduct, and is not intended to be a complete or exclusive list of all prohibitions. Engaging in any activity that, in Adivantus's sole and absolute discretion, disrupts, interferes with or is harmful to (or threatens to disrupt, interfere with, or be harmful to) the Services, Adivantus's business, operations, reputation, goodwill, customers and/or customer relations, or the ability of Adivantus's customers to effectively use the Services is prohibited. Such prohibited activities include making available any program, product or service that is designed to or could be used to violate these Terms. In addition, the failure of Customer to cooperate with Adivantus in correcting or preventing violations of these Terms by, or that result from the activity of, a customer, patron, subscriber, invitee, visitor, or guest of Customer constitutes a violation of these Terms by Customer. Without limiting the rights and remedies available to it, Adivantus reserves the right in its sole discretion, to suspend or terminate Customer's access to its account and the Services, with or without notice, and to take any other action that Adivantus determines in its sole discretion is necessary as a result of any behavior by Customer that is illegal, inappropriate, disruptive to this website, the Services, or to any other user of this website or the Services, or which otherwise breaches these Terms. Adivantus may report to law enforcement authorities any actions that may be illegal, and any reports it receives of such conduct. When legally required, or otherwise in Adivantus's sole discretion, Adivantus will cooperate with law enforcement agencies in any investigation of alleged illegal activity conducted using this website or the Services. These prohibitions do not require Adivantus to monitor, police, remove or reject any Customer Content or other information submitted by Customer or any other user.
Adivantus offers its Services to host ecommerce websites, not to store data. Using an account as an online storage space for archiving electronic files is prohibited and will result in termination of Services without prior notice. For its own operational efficiencies and purposes, Adivantus from time to time backs up data on its servers, but is under no obligation or duty to Customer to do so under these Terms. IT IS SOLELY CUSTOMER'S DUTY AND RESPONSIBILITY TO SEPARATELY BACKUP Customers FILES AND DATA WHICH MAY RESIDE ON ADIVANTUS SERVERS. UNDER NO CIRCUMSTANCES WILL ADIVANTUS BE LIABLE TO ANYONE FOR DAMAGES OF ANY KIND UNDER ANY LEGAL THEORY FOR LOSS OF Customers FILES AND/OR DATA ON ANY ADIVANTUS SERVER.
Reporting Claims of Copyright Infringement. Adivantus will respond to notices of copyright infringement that comply with applicable law. If a copyright holder believes that there has been a violation of his/her copyright on a site that is hosted by Adivantus or a Adivantus subsidiary, the copyright holder may request that Adivantus remove or disable the material by submitting written notification to our Copyright Agent (designated below). In accordance with the Digital Millennium Copyright Act (" DMCA"), the written notice must include substantially the following: A signature (physical or electronic) of a person authorized to act on the copyright owner's behalf. Identification of the copyrighted work that is claimed to have been infringed, or, if the claim involves multiple copyrighted works, a representative list of such works. Identification of the material that is claimed to be infringing, with information sufficient to permit us to locate the material. Contact information for the person giving the notification, including name, address, telephone, and email address. A statement that the person giving the notification has a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law. A statement that the information in the notification is accurate, and under penalty of perjury, that the person giving the notification is authorized to act on behalf of the copyright owner.
Our designated Copyright Agent to receive DMCA notices is:
Copyright Agent 11305 Four Points Drive Building II, Third Floor Austin, TX 78726 1-888-699-8911 copyright@Adivantus.com
Please be aware that if you knowingly make a material misrepresentation that material or activity is infringing your copyright, you may be held liable for damages under the DMCA.
Copyright Counter-Notifications. If Customer believes that it has had material removed or disabled by mistake or misidentification, Customer may file a counter-notification with Adivantus by submitting written notification to our copyright agent (identified above). Pursuant to the DMCA, the Counter-Notice must contain substantially all the following:
A signature (physical or electronic) of the person submitting the counter-notification.
Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access disabled. Contact information for the person submitting the counter-notification, including name, address, telephone, and email address. A statement under penalty of perjury by the person submitting the counter-notification that he/she has a good faith belief that the material was removed or disabled as a result of a mistake or misidentification. A statement by the person submitting the counter-notification that Customer will consent to the jurisdiction of the Federal District Court for the judicial district in which it is located (or if Customer resides outside the United States for any judicial district in which Customer's website may be found) and that Customer will accept service from the person (or an agent of that person) who submitted the DMCA notice at issue.
The DMCA allows Adivantus to restore the removed content if the party filing the original DMCA Notice does not file a court action against Customer within ten business days of receiving the copy of Customers Counter-Notice.
Please be aware that if you knowingly make a material misrepresentation that material or activity was removed or disabled by mistake or misidentification, you may be held liable for damages under the DMCA. Repeat Infringers. It is Adivantus's policy in appropriate circumstances to disable and/or terminate the accounts of Customers who repeatedly infringe copyrights.
Governing Law; Jurisdiction. The laws of the State of Texas will govern the validity and construction of these Terms and any dispute arising out of or relating to these Terms, without regard to the principles of conflict of laws. Customer hereby consents (and waives all defenses of lack of personal jurisdiction and forum non conveniens with respect to the jurisdiction and venue of the federal and state courts located in Travis County, Texas (USA). Customer agrees to waive the right to trial by jury in any action or proceeding that takes place relating to or arising out of this Agreement. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms and is hereby expressly excluded.
WARRANTY DISCLAIMER. CUSTOMER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT ITS USE OF THIS WEBSITE AND THE SERVICES FOUND AT THIS WEBSITE WILL BE AT ITS OWN RISK AND THAT THIS WEBSITE AND THE SERVICES FOUND AT THIS WEBSITE ARE PROVIDED "AS IS", "AS AVAILABLE" AND "WITH ALL FAULTS". ADIVANTUS, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, CONDITIONS, REPRESENTATIONS, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES, CONDITIONS AND REPRESENTATIONS OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. ADIVANTUS, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS MAKE NO WARRANTIES, CONDITIONS OR REPRESENTATIONS ABOUT (A) THE ABILITY OF THE SERVICES OR SOFTWARE TO PERFORM WITHOUT LIMITATION OR RESTRICTION IN ANY GIVEN ENVIRONMENT, (B) THE ACCURACY, COMPLETENESS, OR CONTENT OF THIS WEBSITE OR THE SERVICES OR SOFTWARE, (C) THE ACCURACY, COMPLETENESS, OR CONTENT OF ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS WEBSITE, AND/OR (D)) THE SERVICES FOUND AT THIS WEBSITE OR ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS WEBSITE, AND ADIVANTUS ASSUMES NO LIABILITY OR RESPONSIBILITY FOR THE SAME.
IN ADDITION, CUSTOMER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT NO ORAL OR WRITTEN INFORMATION OR ADVICE PROVIDED BY ADIVANTUS, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS (INCLUDING WITHOUT LIMITATION ITS CALL CENTER OR CUSTOMER SERVICE REPRESENTATIVES), WHETHER DIRECTLY OR INDIRECTLY, WILL (A) CONSTITUTE PERSONAL, LEGAL OR FINANCIAL ADVICE OR (B) CREATE A WARRANTY, CONDITION OR REPRESENTATION OF ANY KIND WITH RESPECT TO THIS WEBSITE OR THE SERVICES FOUND AT THIS WEBSITE. CUSTOMER SHOULD NOT RELY ON ANY SUCH INFORMATION OR ADVICE, AND CUSTOMER SHOULD CONSULT AN APPROPRIATE PROFESSIONAL FOR SPECIFIC ADVICE TAILORED TO ITS SITUATION.
THE FOREGOING DISCLAIMER OF REPRESENTATIONS, CONDITIONS AND WARRANTIES WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW, AND WILL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT OR Customers USE OF THIS WEBSITE OR THE SERVICES FOUND AT THIS WEBSITE.
SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION AND/OR LIMITATION OF IMPLIED REPRESENTATIONS, CONDITIONS OR WARRANTIES, OR ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO CUSTOMER. IN SUCH EVENT, ADIVANTUS WARRANTIES, CONDITIONS AND REPRESENTATIONS WITH RESPECT TO THIS WEBSITE, THE SERVICES, AND SOFTWARE WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW IN SUCH JURISDICTION. LIMITATION OF LIABILITY. ADIVANTUS, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS ASSUME NO RESPONSIBILITY WITH RESPECT TO Customers OR ITS END USER'S USE OF THE SERVICES AND WILL NOT BE LIABLE FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXTRAORDINARY, EXEMPLARY OR SPECIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF USE, BUSINESS INTERRUPTIONS, LOSS OF DATA, LOSS OF PROFITS, AND LOST REVENUE, WHETHER SUCH DAMAGES ARE ALLEGED IN TORT, CONTRACT OR ANY OTHER LEGAL OR EQUITABLE THEORY, AND WHETHER OR NOT ADIVANTUS IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES. ADIVANTUS, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS WILL IN NO EVENT BE LIABLE IN AGGREGATE FOR MORE THAN THE TOTAL FEES ACTUALLY RECEIVED BY ADIVANTUS FROM CUSTOMER FOR THE SERVICES DURING THE 12-MONTH PERIOD BEFORE THE CLAIM OR CAUSE OF ACTION AROSE. MULTIPLE CLAIMS WILL NOT EXPAND THIS LIMITATION.
IN ADDITION, YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THIS WEBSITE OR THE SERVICES FOUND AT THIS WEBSITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE SUCH CAUSE OF ACTION WILL BE PERMANENTLY BARRED.
SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF CONSEQUENTIAL, INCIDENTAL, SPECIAL OR OTHER DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO CUSTOMER. IN SUCH EVENT, THE LIABILITY OF ADIVANTUS, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS FOR SUCH DAMAGES WITH RESPECT TO THIS WEBSITE AND THE SERVICES WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW, AND WILL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT OR Customers USE OF THIS WEBSITE OR THE SERVICES FOUND AT THIS WEBSITE.
Indemnification of Adivantus.
Customer agrees to defend, indemnify and hold Adivantus and its Content Providers and the respective directors, officers, employees and agents of each harmless from and against any and all claims, losses, damages, liabilities and costs (including, without limitation, reasonable attorneys' fees and court costs) arising out of or relating to Customer's breach of any of these Terms or use by Customer or any third party (authorized, permitted or enabled by Customer) of the Services, except to the extent the foregoing directly result from Adivantus's own gross negligence or willful misconduct. Adivantus reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Customer. THIS FOREGOING INDEMNIFICATION WILL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT OR CUSTOMER'S USE OF THIS WEBSITE OR THE SERVICES FOUND AT THIS WEBSITE. Severability. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. No Assignment by Customer. Customer may not assign this Agreement without the prior written consent of Adivantus, which Adivantus may refuse in its sole discretion. Any attempt by Customer to assign this Agreement without prior written consent from Adivantus will be deemed null and void. Adivantus may assign this Agreement at any time. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns. Waiver. The failure of Adivantus to exercise or enforce any right or provision of these Terms or this Agreement will not constitute a waiver of such right or provision. Entire Agreement. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications, and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. The section headings and titles in these Terms and this Agreement are for convenience only and have no legal or contractual effect. These Terms and this Agreement will be interpreted without application of any strict construction in favor of or against Customer or Adivantus. Independent Contractors. No agency, partnership, joint venture or employment is created as a result of this Agreement, and Customer does not have any authority of any kind to bind Adivantus in any respect whatsoever. Attorneys' Fees. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover its costs and attorneys' fees. Force Majeure. Adivantus will have no liability to Customer or any third party for any failure by Adivantus to perform its obligations under these Terms in the event that such non-performance arises as a result of the occurrence of an event beyond the reasonable control of Adivantus, including without limitation an act of war or terrorism, natural disaster, failure of electricity supply, riot, civil disorder, or civil commotion or other event of force majeure.
Additional Service Specific Terms
In addition to the Terms above, Customer also agrees to be bound by the additional service specific terms applicable to the Services Customer purchases or uses provided by Adivantus or its partners. The following Service Specific Terms are hereby incorporated by reference and are binding upon Customer.
ADIVANTUS MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THIRD PARTY SOFTWARE, PRODUCTS OR SERVICES AND WILL NOT BE LIABLE FOR ANY SOFTWARE, PRODUCTS OR SERVICES CUSTOMER RECEIVES FROM THIRD PARTIES. Adivantus Theme Marketplace Except as otherwise expressly provided at checkout when licensing a Design Theme, refunds will not be issued to Customers for Design Themes once they are purchased. All Design Themes are licensed to customers on a non-exclusive basis and can be reproduced and redistributed an unlimited number of times by Adivantus. All references to Design Themes in these Terms include any styles associated with the licensed Design Theme. Adivantus grants to Customer, for so long as Customer continues to subscribe and pay for the Services, a nonexclusive license to modify, make derivative works of and use, each licensed Design Theme solely in conjunction with the Adivantus platform and the Services. For clarity, the foregoing license only allows Customer to use each licensed Design Theme for a single Adivantus store/website per license purchased. If Customer desires to use a Design Theme for more than one Adivantus store owned or operated by Customer, a new Design Theme license must be purchased for each such store using the Design Theme. Design Themes may only be used by a Customer and may not be transferred by Customer to any unaffiliated third party without the prior written consent of Adivantus. For clarity, Customer may not license, sublicense, assign, transfer, redistribute or sell any Design Themes or derivative works thereof to any other parties. Design Themes are the exclusive property of Adivantus or our design partner, and all right, title and interest in each Design Theme shall remain exclusively with Adivantus or the applicable design partner. If Customer licenses a Design Theme for its website, Adivantus may provide your personal information to our design partner to facilitate the design partner's provision and/or offer of support/services and/or products to the Customer. Technical support for a Design Theme is the responsibility of the designer partner, and Adivantus does not accept any responsibility to provide such support. If Customer customizes a Design Theme via any tool other than Theme Editor or with Style Editor, neither Adivantus nor its design partners are obligated to support that Design Theme. It is the responsibility of Customer, and not Adivantus, to ensure that the installation of a new Design Theme does not overwrite or damage the current or preexisting theme, or UI, of Customer. Migration and Onboarding Services Adivantus offers migration services ("Migration Services") to Customers purchasing select Service plans as described on our website for an additional fee. Adivantus supports most standard shopping cart database schemes by default. Our Migration Services do not guarantee proper migration of the custom data, fields or information handled by third-party modules and/or contributions. We recommend that data is migrated into a store which is not live (visible to the public and/or transacting). If for any reason you require Migration Services to transfer data into a live store we recommend that your store is placed in "maintenance mode" during the data transfer as importing large amounts of data can disrupt business flow within a live store site. Our onboarding services ("Onboarding Services") include configuration of basic Adivantus store settings and is available to Customers purchasing select Service plans as described on our website or for an additional fee. Unless included in a select Service plan, Migration Services and Onboarding Services are Services for which we charge a one-time, upfront fee. All such Services are non-refundable, except solely at the discretion of Adivantus in the case of a major technical issue that is exclusively the fault of Adivantus and that Adivantus is unable to resolve within 30 days of receipt of written notification from you.