Last Updated: Nov 24, 2016
As used in this Agreement, "you" and "your" refers to you, the person accessing the Services; "we" means (and "us", "our", "ours" and "ourselves" refer to) Bold; and "party" or "parties" refers to both you and us. The effective date of this Agreement is when you accept it, in accordance with the terms and conditions that are set out below.
IMPORTANT! YOUR ACCESS TO AND USE OF THE SERVICES IS SUBJECT TO LEGALLY BINDING TERMS AND CONDITIONS. PLEASE CAREFULLY READ ALL OF THE FOLLOWING TERMS AND CONDITIONS BEFORE YOU PROCEED. ACCESSING OR USING THE SERVICES IS THE EQUIVALENT OF YOUR SIGNATURE AND INDICATES YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS AND THAT YOU INTEND TO BE LEGALLY BOUND BY THEM. IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, PLEASE DO NOT USE THE SERVICES.
You can view, print, download or save this Agreement at any time, under the Terms of Service link that appears on our website.
We reserve the right to change these terms and conditions at any time without notice, by updating this Agreement, and such changes will be effective as of the date this Agreement is updated. We may provide notice to you of material revisions by means of a general notice on our website. Your continued use of the Services after such revisions are posted will signify your agreement to these revised terms. Therefore, you should visit this page periodically to review this Agreement.
We develop and make available to you apps which are designed to enhance your e-commerce platform. Our Shopify apps are built to be added on to your existing Shopify storefront, and offer value added features Including, but not limited to: upselling, customer specific pricing and recurring order management. In some cases, our apps may permit you to receive, sell (and otherwise use) material ("Uploaded Content") which is uploaded by third parties ("Content Uploaders"). For more information about Uploaded Content and Content Uploaders, please see the "Uploaded Content" heading below. We can also custom develop apps for your Shopify store, provide webmaster services and perform a host of other e-commerce services. The list of apps we offer is always changing - you can access a list of our current apps
The specific terms and conditions of each aspect of the Services (including technical details, support and pricing information) are as posted on our website, as we may amend them from time to time, as well as in any applicable statement of work we may issue to you, in respect of the Services. Where you engage us to custom develop Services, the details of our engagement will be governed by any additional documents and agreements which we may send to you as part of that engagement.
We take reasonable efforts to explain each Service's features to you on our website, but we can't guarantee a Service will look or perform exactly like it appears on a demo page. If you have any questions about any terms or details of any of our Services, please reach out to us at the contact information below.
Bold shall use commercially reasonable efforts to provide technical support for Services, in accordance with the terms and conditions which are set out on our website, from time to time. We are not responsible for providing technical support for any apps, products or content which are provided to you by third parties.
Payments & Terms
We currently accept the following credit cards for payment: Visa, Mastercard, American Express & Discover (this list is subject to change, from time to time). We will retain your credit card and billing information, and charge your credit card for all applicable fees in connection with your use of the Services, until your use of the Services is terminated in accordance with this Agreement and all outstanding fees are paid in full.
All Services are provided on a per store basis, meaning you will have to purchase Services on an individual store basis. For example, if you have two stores, and you wish to use one of our apps for both stores, you must purchase two subscriptions to that app.
For Services with a one-time charge, payment is due immediately at the time of purchase. For subscription based Services (with a monthly fee), payment will be due on the anniversary date of the original purchase date. If the Service has a free trial period, the anniversary date will be the date on which your trial ends. For each additional subscription based Service purchase, payment will be added to your existing billing cycle. Services purchased during a billing cycle will be prorated and added to your next invoice. In all cases, you will be charged the then-current fees for the Services you have purchased, which we may change, from time to time (in which case, the changed fees will be reflected on your next billing cycle after notice of the changes is posted on our website).
Example 1: If you purchase a subscription based Service on January 1st that has no free trial, your anniversary date would be the 1st and you would be billed the 1st of each month. Each additional subscription based Service you purchase would then be added to your existing billing cycle (the 1st of each month), regardless of the date it is purchased on.
Example 2: If you purchase a subscription based Service on January 1st that has a 14 day free trial, your anniversary date would be January 15th, as that would be the first day you would start being charged for your purchase, and you would be billed on the 15th of each month. Each additional subscription based Service you purchase would then be added to your existing billing cycle (the 15th of each month), regardless of the date it is purchased on.
Unless otherwise indicated, the sale is finalized when you conclude the sale on the Shopify App Store, and your credit card will be charged immediately. When you make a payment, you confirm that you are entitled to use the method which you have used to make the payment.
All payments to us do not include applicable sales, goods and services, harmonized, or any other, taxes or fees, which may be charged by governmental authorities. Such taxes and/or fees will be added to the amount of fees you are required to pay us and billed to your credit card, and payment of these taxes and/or fees will be your sole responsibility.
You agree to indemnify and hold harmless Bold and its officers, directors, subsidiaries, affiliates, employees, representatives, agents, licensors and their respective successors and assigns (collectively, its "Others"), against any chargeback costs (plus any taxes or related fees) which we are required to pay, as a result of a payment dispute with you or in relation to a payment you have made to us for the Services.
All payments are made payable in USD (United States Dollars).
We may permit you to use certain Services on a trial basis, before you are required to purchase the Services, provided that notwithstanding we won't charge you for your use of such Services during the trial period, we still require you to provide payment information upon registering to use such Services on a trial basis. The duration and specific terms of the trial period will be as set out on our website, from time to time. You agree that even though you may have access to the Services on a trial basis, free of charge, you will nonetheless be bound by the terms and conditions of this Agreement (except for those provisions which require you to make payment, for those particular Services). Your continued use of the Services following the conclusion of the trial period constitutes your agreement to be billed for those Services, in accordance with the payment information you provide to us upon registering to use Services on a trial basis, and the provisions above.
Right to use the Services and Intellectual Property
Subject to your compliance with the terms and conditions of this Agreement, we hereby grant to you a limited, non-exclusive, non-assignable, non-sublicensable, revocable right to install and use the Services for the purpose of operating your online store. This right terminates upon termination of this Agreement or any other agreements previously provided to you. Any and all rights not expressly granted to you are reserved by us, and this Agreement does not confer to you a proprietary interest in any Services.
All materials displayed or otherwise accessible on or through the Services, including source code ("Our Content"), and the selection and arrangement of Our Content, are protected by copyright, pursuant to Canadian copyright laws, international conventions and other copyright laws. We either own the intellectual property rights, including copyright, or have acquired the necessary rights or licences, in Our Content. Portions of Our Content may have been licensed to us or published on our website, or as part of our Services, by third parties. Any reproduction, modification, publication, transmission, transfer, sale, distribution, display or exploitation of the Services or Our Content, whether in whole or in part, without our express written permission, is strictly prohibited.
Certain words, phrases, names, designs or logos made available on or through the Services may constitute trademarks, services marks, or trade names that are owned by us or others. The display of such marks on or through the Services does not imply that you have been granted a licence by us or others with respect to them.
If you believe in good faith that any material that is made available on or through the Services, infringes your copyright, please notify us using the Contact Us link on our website
Subject to the terms and conditions of this Agreement, you are granted a limited personal, non-exclusive, non-transferable, revocable license to access, view and use our website, including a limited license to download, print and store single copies of Our Content from our website, for your personal use, provided that you maintain all copyright and other notices contained in such items and you do not (and do not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover, any source code, in our website. Our Content must not be reproduced, republished, or disseminated in any manner or form without our prior written consent or the prior written consent of the third parties from which such information was collected, as the case may be.
Continued Use, Updates and Upgrades
We reserve the right to modify, update, remove or disable access to any Services, without notice to you, and we will not be liable to you if we exercise those rights. When you purchase a particular Service, you are purchasing the right to use that Service as of the time you purchase it. You are not paying for the right to any updates, upgrades or future versions of the Services, though we may make such updates, upgrades or future versions available to you, in our sole discretion. We do not warrant, represent or undertake to provide any updates and in no event shall we be liable to you for our failure to do so.
Third Party Services and Content
We are not a party to any relationship between you and any third party, including, but not limited to, you and Shopify or you and your customers (your "Customers"), and as such, we have no responsibility to you as regards to your relationships with these third parties. You acknowledge and agree that you have no recourse against us for any acts or omissions of third parties, and your interaction with third parties is entirely at your own risk.
Your use of the Services may rely on services and products which are offered by third parties ("Third Party Services"). We have no responsibility to you for anything third parties do (or fail to do) and we provide no warranties or guarantees about third parties or Third Party Services. Your use of Third Party Services may be subject to specific terms and conditions which are set by those third parties.
We may make third parties' content and materials ("Third Party Content") available to you through our websites, such as reviews. Our making available of such Third Party Content does not constitute an endorsement or recommendation, and we are not responsible for any reliance you may place on Third Party Content. We make no warranties or representations as to any Third Party Content and we shall have no liability for it. Any opinions or statements made by third parties are those of such third parties, and do not necessarily state or reflect our views.
You agree that we will have no liability to you with respect to the acts, omissions, errors, representations, warranties, breaches or negligence for any damages or expenses resulting in any manner from your interactions with any: a) third parties; b) Third Party Services; or c) Third Party Content, and we are not obliged to become involved in any disputes you may have with any third parties. If you have a dispute with any third parties, you release Bold and its Others from any direct, indirect, incidental, special, consequential, exemplary or other damages whatsoever, including, without limitation, any direct, indirect, incidental, special, consequential, exemplary or other damages, arising out of or in any way related to such disputes and/or our Services.
Some of our Services may permit you to sell or otherwise enable Uploaded Content, which is material that has been uploaded by Content Uploaders. When you sell or otherwise enable Uploaded Content from Content Uploaders, the following rules apply (in addition to all other terms of this Agreement). You grant us a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual licence to use, display, edit, modify, reproduce, distribute, store, and prepare derivative works of Uploaded Content, to provide the Services and to promote the Services, in any formats and through any channels, whether now or later existing (and you represent and warrant that you have obtained the necessary permissions and rights to grant us this licence). You acknowledge that WE HAVE NO LEGAL RELATIONSHIP WITH CONTENT UPLOADERS, and we are not responsible for the Uploaded Content, or anything else related to Content Uploaders. UPLOADED CONTENT AND CONTENT UPLOADERS ARE SOLELY YOUR RESPONSIBILITY. YOU WILL BE RESPONSIBLE FOR ANY LOSSES OR DAMAGES WE SUFFER BECAUSE OF UPLOADED CONTENT OR CONTENT UPLOADERS. Without limiting any other limitation of liability, indemnity or release set out in this Agreement, you agree that we have no liability to you for any losses or damages you might suffer because of Uploaded Content or Content Uploaders. Further, you agree to indemnify and hold harmless Bold and its Others from any claim or demand (including reasonable legal fees, expert fees and other reasonable litigation costs), arising from, incurred as a result of, or in any manner related to, Uploaded Content or Content Uploaders. You represent and warrant that Content Uploaders have the necessary rights (including, without limitation, intellectual property rights) to: a) upload Uploaded Content; and b) enable you to use (including offering for purchase) Uploaded Content, as part of your use of the Services. We do not review Uploaded Content and you are solely responsible for ensuring it complies with this Agreement and all applicable laws.
The Services and the materials on our website are provided on an "as is" basis and without warranties of any kind, expressed or implied. By accessing and using the Services and the materials on our website, you acknowledge and agree that such access and use is entirely at your own risk. We make no representation or warranties regarding the use or the results of the Services or the materials on our website (whether provided directly by us or through third parties or our affiliates), including, without limitation, that the Services or materials on our website will be accurate, complete, correct, timely or suitable, that the Services and the materials on our website are of merchantable quality or fit for a particular purpose, that the Services and the materials on our website will be available or uninterrupted at all times or that the Services and the materials on our website will be free from errors, viruses or other harmful components. To the fullest extent permissible pursuant to applicable law, we disclaim all warranties, express or implied, including, but not limited to, warranties and conditions regarding use of the Services and the materials on our website, including all implied warranties or conditions of merchantability, fitness for a particular purpose or non-infringement, whether express or implied, or arising from a course of dealing, usage or trade practice. We are not responsible for what others do with any materials or information you choose to share using the Services.
Limitation of Liability
THIS SECTION LIMITS OUR LIABILITY TO YOU. PLEASE READ IT CAREFULLY.
To the maximum extent permitted by law, under no circumstances shall you be entitled to recover any special, incidental, consequential or indirect damages from Bold or its Others, which you may suffer arising out of, caused by, or in connection with, the use, or inability to use, the Services, any inaccuracy, incompleteness or incorrectness contained in the materials displayed, accessed or used as part of the Services, or your reliance or acting upon the materials used as part of the Services, including any loss or damages in the nature of or relating to lost business, lost savings, lost data and/or profits, regardless of the cause and whether arising in contract, tort, in equity, at law or otherwise, and whether or not Bold has or had been advised of the possibility of such losses or damages. Unless otherwise agreed to by yourand Bold in writing, under no circumstances shall the liability of Bold and its Others to you, for damages or losses suffered by you arising out of, related to or caused by, the Services, or the use thereof, exceed a maximum equal to the amount actually paid by you for the Services in the twelve (12) months' period preceding such losses or damages.
You acknowledge and agree that the payments paid by you for the Services reflect the allocation of risk set forth in this Agreement and that Bold would not enter into this Agreement without these limitations on liability.
You agree to release, remise and acquit Bold and its Others from any claims, actions, demands, costs and expenses of any kind whatsoever, whether in contract, negligence or tort, at law or in equity, or by statute or otherwise, howsoever caused, with respect to your use of, or our operation of, the Services, except as may be set out in the preceding paragraph.
You agree to indemnify and hold harmless Bold and its Others from any claim or demand (including reasonable legal fees, expert fees and other reasonable litigation costs), arising from, incurred as a result of, or in any manner related to, your use of the Services, including, but not limited to: a) your breach of this Agreement; b) any misrepresentation made by you to any third party; c) any third party claim in respect of the Services involving or related to your or your Customers' use of the Services; d) your ability or your Customers' ability to access and use the Services; or e) your violation of applicable laws, rules or regulations or the rights of any third party.
Cancellation, Termination & Refund Policy
If you breach any provision of this Agreement (as determined by us, in our sole discretion), we may terminate this Agreement and you may no longer use the Services. We may, at any time, and for any reason, with or without cause, and in our sole discretion, immediately suspend or terminate (in whole or in part) your permission to use the Services, all without notice or liability to you or to any other person.
We shall not be responsible for refunding or otherwise paying any funds, amounts or credits that we may owe to you if we have suspended or terminated your permission to use the Services or any part thereof. We reserve the right to cease, suspend or interrupt operation of, or access to, the Services or any part thereof, and we shall not be required to provide any notice in respect of such cessation, suspension or interruption of access, nor shall we have any liability for such cessation, suspension or interruption of access.
While we do not offer any refunds on the Services and all sales are final, you may cancel your subscription(s) at any time for no additional charges. Simply uninstall the app(s) (or other Services) that you no longer want to use and your next invoice will automatically be adjusted to exclude the app(s) (or other Services) you uninstall (provided that, in the case of subscription based Services, your invoice will be adjusted during the first billing cycle after you uninstall the app).
If you no longer use any of our apps or Services and you no longer owe us any fees, you won't receive any further invoices. Please note that this cancellation policy may not apply to custom developed Services/deliverables which you have engaged us to create/perform for you.
When the Services are terminated by you or by us, for any reason, we will stop providing the Services to you, and you will no longer be able to access your Bold account. You shall uninstall and/or delete any apps or other software you have downloaded from us. The termination of the Services may result in the loss of content which is associated with your account and we are not responsible for storing or providing you copies of such content.
Provisions which, by their nature, should survive termination of this Agreement (including, without limitation, obligations you have to pay or indemnify us, limitations on our liability and any releases of us, terms regarding confidentiality, ownership or intellectual property rights and rules which govern disputes between us), shall survive termination of this Agreement.
Any information concerning you and your respective records may be passed to third parties in accordance with that law. However, your records are regarded as confidential and therefore will not be divulged to any third party, other than our payment gateway in order to process your payment(s), as is otherwise necessary for our delivery of the Services and/or if legally required to do so, to the appropriate authorities.
Except as is necessary to deliver the Services or as otherwise set out in this Agreement, we will not sell, share, or rent your personal information to any third party or use your e-mail address for unsolicited mail. We will only e-mail you in connection with the Services or this Agreement.
You may be required, when you use certain features of the Services, to create a user name and password. If we determine that the user name you have chosen is in use by someone else or it is otherwise offensive, we may refuse to allow you, in our sole discretion, to use your chosen user name. In addition, you are responsible for maintaining the confidentiality of your password and you are responsible for all uses of your user name, whether or not you authorize such uses. You agree to notify us of any unauthorized use of your user name and password. We are not responsible for verifying your identity or the identity of anyone who uses your account, and we are not liable for any loss or damage as a result of your failure to protect your password. You agree that any registration information you provide will be true and accurate, and that you will update it, as is necessary to keep it current. We reserve the right to automatically log you out of your account after such a period of inactivity as we determine is reasonable, in the circumstances.
Internet Connectivity and Compatible Technology
The availability and functioning of the Services depends on the availability of a properly functioning Internet connection, as well as compatible hardware and software. We are not responsible for ensuring uninterrupted access to the Internet or any charges you incur, in association with your use of the Internet, nor are we responsible for ensuring your hardware and software are compatible with the Services. You acknowledge that your access to and use of the Services may be impaired or prevented by factors beyond our control (such as issues with your computer system or Internet connectivity), and that we are not responsible for any such factors, or their effects. We are not liable for any failure to back up or restore any information or for interruptions, delay or suspension of access to or unavailability of the Services, or any loss of such information, data or transmissions. It is your responsibility to ensure that your data is backed up effectively.
Links from this Website
Without limiting anything else in this Agreement, you must not use (or cause or permit to be used) this website or the Services:
- in any way that causes, or may cause, damage to our website or the Services, or impairment of the availability or accessibility of our website or the Services;
- in any way which is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity;
- to post, transmit, or otherwise make available any material that is or may be: (a) threatening, harassing, degrading, hateful, or intimidating; (b) defamatory; (c) fraudulent or tortious; (d) obscene, indecent, pornographic, or otherwise objectionable; or (e) an infringement of another person's privacy by disclosing the personal information of another individual without their knowledge and consent;
- to post, transmit, or otherwise make available, any material that may violate: a) our proprietary rights; or b) the proprietary rights of any third party, including, without limitation, copyrighted software, photographs, texts, videos or artwork or any moral rights associated therewith;
- for any commercial purposes other than those which are expressly set out in this Agreement;
- to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit or other malicious computer software;
- to conduct any systematic or automated data collection activities (including, without limitation, scraping, data mining, data extraction and data harvesting) on or in relation to this website without our prior express written consent;
- to impersonate any person or entity or misrepresent your affiliation with any other person or entity;
- to engage in spamming, flooding, harvesting of e-mail addresses or other personal information, spidering, "screen scraping", "database scraping", or any other activity with the purpose of obtaining lists of users or other information (including any activity which involves accessing or using the Services for purposes which are unrelated to the Services);
- to attempt to gain (or gain) unauthorized access to other computer systems through the Services, or to obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Services; or
- in a manner which is otherwise contrary to this Agreement.
Any use of the Services which is contrary to the terms of this Agreement may result in the immediate termination of this Agreement and your use of the Services, by us.
We are physically located within the Province of Manitoba, Canada. This Agreement will be governed by the laws of the Province of Manitoba and the laws of Canada applicable therein and shall be treated in all respects as a Manitoba contract, without reference to the principles of conflicts of law. In the event of a dispute, you agree to submit to the exclusive jurisdiction of Manitoba's courts.
Your use of the Services may also be subject to other local, state, provincial, national or international laws and the use of the Services may be prohibited by law in some jurisdictions. By using the Services you certify that the laws of the jurisdiction in which you are using the Services, permit the use of it, and you are responsible for complying with all local laws in your jurisdiction. If the laws which apply to your use of the Services would prohibit the enforceability of this Agreement, or impose any additional burdens on us, or confer to you rights which are materially different than those granted to you under this Agreement, you are not authorized to use the Services and you agree to remove them from any computer or other device on which they may be installed.
We expressly exclude the United Nations Convention on Contracts for the International Sale of Goods and The International Sale of Goods Act (Manitoba), C.C.S.M. c. S11, as amended, replaced or re-enacted from time to time.
You agree to waive any right you may have to: a) a trial by jury; and b) commence or participate in any class action against us related to your use of the Services, the exchange of electronic documents between us or this Agreement and, where applicable, you also agree to opt out of any class proceedings against us.
If you are younger than 18, you may use the Services under the supervision of a parent or legal guardian. Otherwise, you must be 18 or older to use the Services and in no circumstances shall people under the age of 13 use the Services.
The parties hereto have required that this Agreement and all documents relating thereto be drawn up in English. Nous avons demandé que cette convention ainsi que tous les documents qui s'y rattachent soient rédigés en anglais.
Words importing the singular include the plural and vice versa; and words importing gender include all genders, including the neuter gender, as the context may require.
We will not be liable for the failure or delay in our performance of our obligations under this Agreement due to any cause beyond our reasonable control, including, but not limited to: a) acts of God; or b) failure or disruptions in third-party-controlled or operated communications facilities; or c) worms, viruses and other disabling or disruptive software, communications or files.
Our failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of these terms shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these terms and shall not affect the validity and enforceability of any remaining provisions. We may assign this Agreement without restriction. You may not assign your rights under this Agreement without our prior written permission and any attempt by you to do so shall be void. This Agreement is binding on you and us, and your and our respective successors (including any successor by reason of amalgamation of any party), heirs, legal representatives and permitted assigns, as the case may be.
When you visit our website, use the Services or send email to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by email or by posting notices on our website. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically, satisfy any legal requirement that such communications be in writing and/or signed.
All notices given by you to us, must be given to us at the address set out below or by email to [email protected]. We may give notice to you at the email or mailing address you provide to us when you place an order with us, or register to use the Services, or by way of a general posting on our website. Notice will be deemed to be received immediately when posted on our website, twenty-four (24) hours after an email is sent and three (3) days after a letter is posted. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post. In the case of an email, notice will be proved by showing the email was sent to the specified email address of the recipient of the notice.
Our contact information can be found on our Contact Us link on our website.
Bold is registered in Winnipeg, Manitoba, Canada, registered office: 50 Fultz Blvd., R3Y 0L6.