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Terms and Conditions

Last updated: 1 January 2023
Welcome to ezCommerce. ezCommerce is owned by Axle & Olio Solutions Sdn Bhd (referred to as “we,” “us,” “our”,”supplier”, “A & O”). Its related services and operations are provided by Axle & Olio Solutions Sdn Bhd through the ezCommerce Website (the “Site”) https://www.ezcommerce.io/ and/or https://app.ezcommerce.io to you (“customer” or “User”). This Terms of Service Agreement (“Agreement”) is entered into by and between Axle & Olio Solutions Sdn Bhd and you, and is made effective as of the date of your use of this website or the date of electronic acceptance.

Visiting, browsing, accessing, registering to our platform (ezCommerce) or using any part of the website will be considered as using our “Services,” and your consent and an agreement to become bound by the Terms of Service (referred to as “Terms”). Please read these Terms carefully before accessing or using this site and the feature and services provided by this site.
You need to offer an unconditional acceptance to the Terms in this document to be able to proceed and use this website, its features, tools and services.

1.Definitions and Interpretation

“Agreement”
Means this software as a service agreement (including the Terms and Schedules) and any amendments or modifications to it from time to time made in accordance with this Agreement;

“Platform or Software”
We may call ezCommerce as platform or software , which is all in one modern ecommerce multichannel product .

“Authorized Users”
Means those employees, officers, agents and independent sub-contractors of the Customer who are authorized by the Customer to use the Services, the platform for the benefit of the Customer;

“Business Day(s)”
means any day, other than a Saturday, Sunday or a bank or public holiday ;
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“Channel(s)”
This referred to any online sales channels such as online marketplaces or online webstores used by Customer and authorized to be used with the Software pursuant to this Agreement.

“Service(s)”
means all the services provided or to be provided by us  to the Customer under this Agreement as specified in chosen subscription plan by customer , comprising:

(a) access to and use of Software;
(b) the Support Services; and
(c) Onboarding Services and features

“Service Start Date”
This refers to  the date on which the Customer’s subscription with the Supplier first became active after signup and getting access to platform account;

“Support Services”
This refers to the  support services to be provided by the Supplier by telephone, chat and email or ticketing system  within normal Business Hours (with Supplier using reasonable endeavors to ensure that a member of its support staff will monitor the support ticketing system and emergency email outside of normal Business Hours in the case of an emergency):
‍
(a) assisting the Customer with the proper use of the Services and Software by use of pre-booked online training sessions; and
(b) determining the causes of faults and fixing faults that are not caused by the Customer or a cause outside the Supplier’s control; and

“Term”
means the term of this Agreement.

2.Term

This Agreement will come into force on the Effective Date or Service Start Date, whichever is earlier, and will continue in force for the Subscription Term and thereafter shall be automatically renewed for successive Subscription Terms as measured from the date of expiry of the current Subscription Term, unless:

  • either party notifies the other party of termination, in writing, at least 30 days before the end of the Subscription Term or any Renewal Term, in which case this Agreement shall terminate upon the expiry of the applicable Subscription Term or Renewal Term; or
  • this Agreement is otherwise terminated earlier in accordance with the terms of this Agreement

The Supplier shall not less than 30 days before the expiry of the current Subscription Term notify the Customer of any changes to the Charges which the Supplier has calculated will be due for the next Subscription Term. Unless this Agreement is terminated by the Customer in accordance with the terms of this Agreement, the Customer shall be deemed to accept any such notified changes to the Charges and the Supplier shall continue to provide the Services for the next Subscription Term on the revised terms.

3.Services

Subscription Rights and Access
Subject to Customer’s payment of the subscription  confirmed and compliance with the terms of this Agreement, Supplier grants Customer the non exclusive limited-time subscription and right to use the Services in accordance with this Agreement. Further, Supplier agrees that Customer may access and use, and permit each Authorized User to access and use, the Services for its intended purpose, in accordance with the specifications confirmed in any Documentation and subject to the terms of this Agreement and the limits on User Count, Order Volume, SKU Count, Feature Set, Channels, and/or other use restrictions specified . Subject to Customer’s payment of the fees confirmed and compliance with the terms of this Agreement, Supplier shall provide to Customer the necessary passwords, security protocols and policies, and network links or connections to allow Customer and its Authorized Users to access the Services through automated processes. Supplier shall provide the Customer and Authorized Users with (a) support for the Services and (b) access to enhancements and maintenance modifications as they become available.
Customer and its Authorized Users are solely responsible for ensuring that they have sufficient and compatible hardware, software, telecommunications equipment, and Internet service necessary for the use of the Services. All other rights not expressly granted in this Agreement are reserved by the Supplier.
For the avoidance of doubt, the Customer has no right to access the object code or source code of the Software at any time.

Customizations
Customers are permitted to request reasonable customizations beyond the existing features of our software. However, these customizations will only be considered if they do not disrupt the core functionality and behavior of the software, and if they do not compromise the software’s security, architecture, and optimization. The costs for such customizations will be separate from the subscription fees. It’s important to note that the supplier is not obligated to implement changes or customizations that violate the supplier’s rules and regulations, or any applicable local or international laws.

Availability of website/services
Subject to the terms and conditions of this Agreement and our other policies and procedures, we shall use commercially reasonable efforts to attempt to provide this Site and the Services on a twenty-four (24) hours a day, seven (7) days a week basis. You acknowledge and agree that from time to time this Site may be inaccessible or inoperable for any reason including, but not limited to, equipment malfunctions; periodic maintenance, repairs or replacements that we undertake from time to time; or causes beyond our reasonable control or that are not reasonably foreseeable including, but not limited to, interruption or failure of telecommunication or digital transmission links, hostile network attacks, network congestion or other failures. If there is scheduled maintenance or any unforeseen incident that requires a temporary shutdown of services, the supplier is responsible for notifying the customer through the available communication channels.

Software Updates
Supplier may change, modify, upgrade, or discontinue any aspect or feature of Software in whole or in part. Such changes, upgrades, modifications, additions, or deletions will be effective immediately upon notice thereof, which may be made by posting such changes to the Supplier’s website or directly via email to Customer. In the event Supplier modifies or discontinues any content or feature of Software which results in reduction of functionality or degradation of the Services, Supplier shall provide comparable functionality. Supplier shall, from time to time, develop new features, which may be offered to Customers for additional fees.

Non-ezCommerce Applications
The Customer acknowledges that Supplier may enable or assist it to access and/or purchase content or technical applications offered by third parties (*“Non-ezCommerce Application,”)* via third party websites. Any use by Customer and any exchange of data between Customer and the provider of Non-ezCommerce Applications is solely between Customer and the applicable provider. Supplier does not warrant or support Non-ezCommerce Applications or other non-Supplier products or services. The Supplier makes no representation or commitment and shall have no liability or obligation whatsoever in relation to the access, content or use of, or correspondence with, any such third party, or any transactions completed, and any contract entered into by the Customer, with any such third party.

If Customer installs or enables a Non-ezCommerce Application for use with the Services, Customer hereby grants Supplier permission to allow the provider of that Non-ezCommerce Application to access Customer’s data and content as required for the interoperation of that Non-ezCommerce Application with the Services. Supplier is not responsible for any disclosure, modification, or deletion of any of Customer’s data or content resulting from access by a Non-ezCommerce Application except by only by rules of our data retention policy. The Services may contain features designed to interoperate with Non- ezCommerce Applications. To use such features, Customer may be required to obtain access to Non-ezCommerce Applications from their providers, and may be required to grant Supplier access to Customer’s account(s) on  the Non-ezCommerce Applications. If the provider of a Non-ezCommerce Application ceases to make the Non-ezCommerce Application available for interoperation with the corresponding Service features, Supplier may cease providing those Service features without entitling.

4.Use of software and general conduct

The right to access and use the services via the website, is granted to you by Supplier  with roles available to you set according to your subscription type. This right is non-transferable, non-exclusive, and limited by and subject to this agreement. You acknowledge and agree that:

  • Only Authorized Users use the Services, Software and Documentation in accordance with the terms and conditions of this Agreement and shall be responsible for any Authorized User’s breach of this Agreement.
  • It is imperative that both you and any Authorized Users adhere to and refrain from abusing, attempting to circumvent, or violating any rules, regulations, or terms of service set forth by the Channels, Marketplaces, Storefronts, Couriers, and any other systems or software connected to the Platform.
  • User must immediately notify Axle & Olio of any unauthorized uses of their account or any other breaches of security at any stage.
  • You will not copy or distribute in any medium any part of this Site or the Services, except where expressly authorized by supplier.
  • You will not modify or alter any part of this Site or the Services found at this Site or any of its related technologies.
  • Supplier  will not be held liable for any error resulting from incorrect, irreversible data entry, by the subscriber or any role/subaccount created by subscriber inside platform.
  • You will not access ezCommerce Content (as defined below) or User Content through any technology or means other than through this Site itself, or as ezCommerce may designate.
  • You agree to back-up all of your User Content so that you can access and use it when needed. ezCommerce does not warrant that it backs-up any Account or User Content, and you agree to accept as a risk the loss of any and all of your User Content.
  • You will not re-sell or provide the Services for a commercial purpose, including any of ezCommerce’s related technologies, without ezCommerce’s express prior written consent.
  • You will not to circumvent, disable or otherwise interfere with the security-related features of this Site or the Services found at this Site (including without limitation those features that prevent or restrict use or copying of any ezCommerce Content or User Content) or enforce limitations on the use of this Site or the Services found at this Site, the ezCommerce Content or the User Content therein.
  • You agree to provide government-issued photo identification and/or government-issued business identification as required for verification of identity when requested.
  • You will not use this Site or the Services in a manner  that Is illegal, or promotes or encourages illegal activity or promotes (CSAM).
  • You and  Authorized Users abide by all applicable local, state, national, and foreign laws and regulations in connection with their use of the Services.
  • Not input into the website, or otherwise transmit, any files that may cause damage to any other person’s computing devices or software; offensive content; or material that violates any law (including copyright or trade secret law) and;
  • Not attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used for the delivery of services for operation except as is strictly necessary for normal operation.

5.Account Registration and Security

To obtain and use the Services, you will be required to register with ezCommerce through website by completing a registration form and designating a user ID and password. When registering with ezCommerce, you agree to:

  • provide true, accurate, current, and complete information about yourself as prompted by the signup/ registration form (such information being the “Registration Data”) and
  • maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current, or incomplete, or we have grounds to suspect that such information is untrue, inaccurate, not current, or incomplete, we may suspend or terminate your account and refuse any and all current or future use of the Services (or any portion thereof).
  • You may not authorize any third party to access or use the Services on your behalf. You are responsible for maintaining the confidentiality of the user ID and password, and solely responsible for the activity that occurs on your account, whether authorized by you or not, and you must keep your account information secure. You agree to immediately notify ezCommerce of any unauthorized use of your user ID or password or any other breach of security. ezCommerce cannot and will not be liable for any loss or damage arising from any unauthorized use of your account.

  • You may not attempt to gain unauthorized access to any materials or any computer system on which the services are hosted, other than to those materials you have been given express permission to access.

6. Customer Data and Materials.

Supplier will process, store and use Customer Content as generally necessary in order to perform the Services, to create new Supplier products/services, or to share, in aggregate, with Supplier’s partners, affiliates or customers. Customer represents and warrants that it has all necessary rights in the Customer Content to grant Supplier the right to use, and Customer hereby grants Supplier a non-exclusive, worldwide, royalty-free and fully paid license to use the Customer Content.

6.a) Customer Content Warranty
Customer represents and warrants that it has all necessary permissions, consents and authority to provide the Customer Content and that any Customer Content hosted, processed, stored or used by Supplier as part of the Services will not (a) infringe or violate the Intellectual Property Rights or other legal rights of any third party; (b) be deceptive, defamatory, obscene, or unlawful; or (c) contain any viruses, worms, Malware, spyware, or other malicious computer programming codes intended to damage Platform or data.

Customer acknowledges that any use of the Services by Customer or Authorized Users contrary to or in violation of the representations and warranties of Customer in this paragraph constitutes unauthorized and improper use of the Services. Any such authorized or improper use shall entitle the Supplier discontinue the Customer’s access to the Services, without prejudice to its other rights or remedies. Customer shall have the sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Content. The Parties acknowledge that Supplier does not and cannot review all Customer Content and will not be responsible for such content, but that Supplier shall have the right to delete, move, or edit any Customer Content that Supplier determines violates or might violate this Agreement, or any applicable law or regulation, or is otherwise unacceptable.

6.b) Customer Data
The Customer grants to the Supplier a non-exclusive license to store, copy and otherwise use the “Customer Data” and Materials for the purposes of providing the Services, fulfilling its other obligations under this Agreement, and exercising its rights under this Agreement. Customer represents and warrants that Customer shall only provide to Supplier the minimum amount of personally identifiable information for each Authorized User to enable the Authorized User to enjoy the benefit of this Agreement. Customer represents and warrants that Customer is legally entitled to transfer relevant Customer Data to Supplier so that Supplier may lawfully use, process, and transfer the Customer Data in accordance with this Agreement on Customer’s behalf or for other
purposes for Supplier or Customer benefit as contemplated in this Agreement. Customer shall ensure that any third parties or owners of relevant Customer Data, including data subjects, have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable “Data Protection Legislation.” Customer acknowledges that Supplier is reliant on Customer for direction as to the extent to which Supplier is entitled to use and process the Customer Data. Supplier will not be liable for any claim arising from any action or omission by Supplier, to the extent that such action or omission resulted from Customer’s instructions. This paragraph shall survive the expiry or termination of the Agreement.

6.c) Data Protection
Each party shall ensure that it complies with the requirements of all applicable legislation and regulatory requirements in force from time to time relating to the use of Personal Data, including the Data Protection Legislation.

6.d) Data protection/Loss
The Supplier shall be entitled to use aggregated Personal Data created from data produced under this Agreement for the purposes of reporting on the performance, developing and providing new and different products/services to Supplier’s customers, levels of usage and revenue of the Services (provided that such use does not identify the Customer or any living person identified in the Personal Data). This paragraph shall survive the expiry or termination of the Agreement.

7.Confidentiality and Privacy

7.a) Confidentiality
Unless the relevant party has the prior written consent of the other or unless required to do so by law: (i) All confidential information obtained in connection with these terms, must be preserved. No confidential information will be disclosed or made available to any person, or used for benefit, other than as contemplated by these terms, without the prior written consent of the other. (ii) Each party’s obligations under this clause will survive termination of these terms. (iii) These provisions shall not apply to any information which is or becomes public knowledge other than by a breach of this clause; is received from a third party who acquires it legally and is under no disclosure restrictions; is independently developed without access to the confidential information.

7.b) Privacy
Our privacy policy is detailed at https://www.ezcommerce.io/privacy-cookie-policy/ Acceptance of these terms indicates that you have read, understood and agree to the privacy terms as set out in that policy.

7.c) Access for Troubleshooting and Security
• The supplier or owners of the platform reserve the right to access user accounts, data, and content in the event that:

(i). A customer is facing technical troubles, errors, or issues related to their ezCommerce account or relevant services. This access is necessary to identify and resolve technical problems promptly, ensuring the continued functionality of the services.
(ii). A customer’s account exhibits unusual behavior that may pose a security risk to the platform or other users. Such behavior could include but is not limited to, unauthorized access attempts, excessive data access, or suspicious login activity.

• Account access for troubleshooting or security purposes will only be granted to authorized personnel who are bound by strict confidentiality and data privacy protocols. Users’ sensitive information will be handled with the utmost care and discretion.

7.d) Access to Integrated Applications
• Additionally, the supplier or owners may request access to non-ezCommerce applications integrated with a user’s ezCommerce account, such as marketplace or webstore credentials. This access will be requested only if deemed necessary for resolving technical issues, ensuring proper integration, or providing comprehensive customer support.
• Users retain the right to grant or deny such access requests, and the platform will respect their choices. The platform will not store or misuse any credentials provided for non-ezCommerce applications and will handle them according to industry best practices for data security.

7.e) Prompt Reporting
Users are encouraged to promptly report any technical difficulties, suspicious behavior, or security concerns to the platform’s support team. Timely reporting ensures swift resolution and helps maintain the overall security and functionality of the platform.

8.Billing Payment and Renewal

8.a) General Terms
By selecting a product or service, you agree to pay Axle & Olio the one-time and/or monthly or annual subscription fees indicated (additional payment terms may be included in other communications). Subscription payments will be charged on a pre-pay basis on the day you sign up and will cover the use of that service for a monthly or annual subscription period as indicated. Payments are not refundable.

8.b) Automatic Renewal
Unless you notify Axle & Olio before the end of the applicable subscription period that you want to cancel a subscription, your subscription will automatically renew and you authorize us to collect the then-applicable annual or monthly subscription fee for such subscription (as well as any taxes) using any credit card or other payment mechanism we have on record for you according to the pricing plan or chosen package. Upgrades can be canceled at any time by submitting your request to Axle & Olio in writing through proper communication channel.

8.c) Fees payment
By signing up for a Services account, you agree to pay Axle & Olio the applicable setup fees and recurring fees. Applicable fees will be invoiced starting from the day your services are established and in advance of using such services

8.d) Price and Subscription Plans Changes
Axle & Olio reserves the right to change the payment terms and fees upon thirty (30) days prior written notice to you.

8.e) Cancellation
You can stop the payments and end your membership at any time on a thirty (30) days written notice to Axle & Olio.

8.f) No Refunds
Axle & Olio does not provide refunds or credits for any partial membership/used periods. Your account will automatically close at the end of your current billing period following your cancellation.

9.Intellectual Property and DMCA Copyright Policy

9.a) Intellectual Property
Contents, features, functionality, look, trademarks, service marks, logos are owned by Axle & Olio. The term ‘content’ includes information, text, videos, audio clips, pictures, data, codes, software scripts, graphics. We grant you no right or license to reproduce or otherwise use any Axle & Olio or third-party trademarks. You agree to not copy, modify, publicly display or republish any of our intellectual property.

9.b) DMCA Policy and Copyright Infringement
As Axle & Olio asks others to respect its intellectual property rights, it respects the intellectual property rights of others. If you believe that material located on violates your copyright, you are encouraged to notify Axle & Olio in accordance Digital Millennium Copyright Act (“DMCA”) Policy. Axle & Olio will respond to all such notices, including as required or appropriate by removing the infringing material or disabling all links to the infringing material. Axle & Olio will terminate a visitor’s access to and use of the Website if, under appropriate circumstances, the visitor is determined to be a repeat infringer of the copyrights or other intellectual property rights of Axle & Olio or others. In the case of such termination, Axle & Olio will have no obligation to provide a refund of any amounts previously paid to Axle & Olio.

10. Changes to Terms of Service

An updated copy of this document will be available at all times on this page for your access. Axle & Olio reserves the right, at its sole discretion, to modify or replace any part of this Agreement. The changes could be due to modification of existing Terms or following the introduction of new services. It is your responsibility to keep track and check this Agreement from time to time or periodically to keep yourself updated. Your continued use of or access to the Website following the posting of any changes to this Agreement constitutes acceptance of those changes.
Axle & Olio may also introduce new services and/or features through the Website (including, the release of new tools and resources). Such new features and/or services shall be subject to the existing terms and conditions of this Agreement unless stated otherwise.

11.Termination

• Axle & Olio may terminate your access to all or any part of the Website at any time, with or without cause, with or without notice, effective immediately.
• If you wish to terminate this Agreement or your Axle & Olio account (if you have one), you may simply discontinue using the Website. Not withstanding the foregoing, if you have a paid services account, such account can only be terminated by Axle & Olio if you materially breach this Agreement and fail to address and make changes to the objections raised within thirty (30) days from Axle & Olio’s notice to you thereof; provided that, Axle & Olio can terminate the Website immediately as part of a general shut down of our service. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

Limitation of Liability
In no event will Axle & Olio Solutions Sdn. Bhd. (hereafter referred to as “Axle & Olio”), or its suppliers or licensors, be liable with respect to any subject matter of this agreement under any contract, negligence, strict liability or other legal or equitable theory for: (i) any special, incidental or consequential damages; (ii) the cost of procurement for substitute products or services; (iii) for interruption of use or loss or corruption of data; or (iv) for any amounts that exceed the fees paid by you to Axle & Olio under this agreement during the twelve (12) month period prior to the cause of action. Axle & Olio shall have no liability for any failure or delay due to matters beyond their reasonable control. The foregoing shall not apply to the extent prohibited by applicable law.

Indemnification
You agree to indemnify and hold harmless Axle & Olio, its contractors, and its licensors, and their respective directors, officers, employees and agents from and against any and all claims and expenses, including attorneys’ fees, arising out of your use of the Website, including but not limited to your violation of this Agreement.

Disclaimer of Warranties
The Website is provided “as is”. Axle & Olio and its suppliers and licensors hereby disclaim all warranties of any kind, express or implied, including, without limitation, the warranties of merchantability, fitness for a particular purpose and non-infringement. Neither Axle & Olio nor its suppliers and licensors, makes any warranty that the Website will be error free or that access thereto will be continuous or uninterrupted. You understand that you download from, or otherwise obtain content or services through, the Website at your own discretion and risk. Our service may be temporarily unavailable for scheduled maintenance or unscheduled emergency maintenance, either by Axle & Olio or by Third Party Providers or causes beyond our reasonable control.

12.General

Force Majeure
Axle & Olio will not be liable to any failure or non-performance of these Terms for the period that such failure or delay is due to causes beyond our reasonable control, including but not limited to acts of God, hackers, strike, third party internet providers, government orders, power failures, nuclear destruction, calamity or any other force majeure event.

Miscellaneous
Accepting these Terms does not create a partnership, joint venture, franchise, agency, fiduciary or an employment relation between Axle & Olio Solutions Sdn. Bhd. and the user.

Headings
Section headings (and its sequence) contained in this document are for reference purposes only and shall not affect in any way the meaning or interpretation of these Terms.

Waiver
A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof. Failure to exercise or delay in exercising any right or privilege under these Terms shall not be considered as a waiver

Dispute Resolution
Except to the extent applicable law, if any, provides otherwise, this Agreement, any access to or use of the Website will be governed by the laws of the Province of Alberta, excluding its conflict of law provisions, and the proper venue for any disputes arising out of or relating to any of the same will be the state and federal courts located in Edmonton, Alberta. The prevailing party in any action or proceeding to enforce this Agreement shall be entitled to costs and attorneys’ fees. If any part of this Agreement is held invalid or unenforceable, that part will be construed to reflect the parties’ original intent, and the remaining portions will remain in full force and effect

Notices
Any notice given under these terms by either party to the other will only be considered valid if in writing via email. This will be deemed to have been given on transmission. Notices to Axle & olio solutions Sdn Bhd must be sent to or to any other email address which Axle & olio solutions Sdn Bhd provides to you via email for the purpose of correspondence.

Notices to you from Axle & olio solutions Sdn Bhd will be sent only to the email address which you provide on registration and set up to your account and access to this service. Please notify us immediately of any change in your preferred email address

Rights of Third Parties
A person who is not a party to these terms, ie is not a subscriber to the service, has no right to benefit under or to enforce any part of these terms of use.

Compliance With Local Laws
ezCommerce makes no representation or warranty that the content available on this Site or the Services found at this Site are appropriate in every country or jurisdiction, and access to this Site or the Services found at this Site from countries or jurisdictions where its content is illegal is prohibited. Users who choose to access this Site or the Services found at this Site are responsible for compliance with all local laws, rules and regulations.

Entire Agreement
This Agreement constitutes the entire agreement between Axle & Olio Solutions Sdn. Bhd. and you .

Nothing in this Agreement shall be deemed to confer any third-party rights or benefits.

13.CONTACT INFORMATION

A & O Legal Department
1135 Meyerside Drive L5T 1J6 , Mississauga
Ontario, Canada
info@axleolio.com