Invisible Commerce

Terms of Service

Last updated November 10, 2021

Please read these terms of use ("Agreement" or "Terms") carefully before using the services offered by Invisible Commerce Limited DBA Shipped ("we" or “us”). This Agreement sets forth the legally binding terms and conditions for your use of the various websites owned and operated by Invisible Commerce, including, without limitation, the invisiblecommerce.com website, the shippedapp.co website, the shippedsuite.com website ("Sites"), the mobile application offered by Shipped (the "App"), related software-as-a-service platform (“Platform”), any services made available on the Sites, App or Platform (“Services”), the content and materials available on the Services (the “Content”), your purchase of the products sold through our Sites and App (the "Products"), but not your use of such Products, and any other features, content, or applications offered from time to time by Invisible Commerce in connection with the above (collectively, the "Service"). By using the Service in any manner, whether by purchasing any Service or Products, or just visiting or browsing the Sites and/or App, you agree to be bound by this Agreement. The Service is offered only to persons 18 years of age or older who are legally able to enter into a contract with us.

ARBITRATION NOTICE: UNLESS YOU OPT OUT OF ARBITRATION WITHIN 30 DAYS OF THE DATE YOU FIRST AGREE TO THESE TERMS BY FOLLOWING THE OPT-OUT PROCEDURE SPECIFIED IN THE "ARBITRATION" SECTION BELOW, AND EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE "ARBITRATION" SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND INVISIBLE COMMERCE WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU ARE WAIVING YOUR RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING.

1. Acceptance of Terms

By using our Service, you agree to be bound by these Terms. If you do not agree to be bound by these Terms, do not use the Service. If you are accessing and using the Service on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms. In that case, "you" and "your" will refer to that company or other legal entity.

2. Modification of Terms of Use

We may modify the Terms at any time, at our sole discretion. If we do so, we will let you know either by posting the modified Terms on the Sites or through other communications. It is important that you review the Terms whenever we modify them because if you continue to use the Service after we have posted modified Terms on the Sites, you are indicating to us that you agree to be bound by the modified Terms. If you do not agree to be bound by the modified Terms, then you may not use the Service anymore. Because our Service is evolving over time we may change or discontinue all or any part of the Service, at any time and without notice, at our sole discretion.

3. Privacy

Please review our privacy practices to understand what information we collect and how we use it. Our privacy policy is located at https://www.invisiblecommerce.com/privacy (the "Privacy Policy") and is incorporated into these Terms. You acknowledge and agree that your use of the Service is subject to our Privacy Policy.

4. Registration

The Products and Service are available only to individuals who are at least 18 years old and capable of forming a binding contract with us. If you want to use certain features of the Service, such as purchasing our Products, you will have to create an account (“Account”). You can do this via our Sites or through your account with certain third-party services such as Google, Microsoft, Shopify, Stripe or others (each, an “SSO Account”). If you choose the SSO Account option we will create your Account by extracting from your SSO Account certain personal information such as your name and email address and other personal information that your privacy settings on the SSO Account permit us to access.

It is important that you provide us with accurate, complete and up-to- date information for your Account and you agree to update such information, as needed, to keep it accurate, complete and up-to- date. If you don’t, we might have to suspend or terminate your Account. You agree that you won’t disclose your Account password to anyone and you’ll notify us immediately of any unauthorized use of your Account. You’re responsible for all activities that occur under your Account, whether or not you know about them.

5. Authorized Users

For our Merchants users, Merchant will not allow any person or entity other than its employees or contractors that it authorizes to use the Service on its behalf (“Authorized Users”), excluding, for the avoidance of doubt, making the Service available to Consumers via the Sites and Platform. Merchant may permit Authorized Users to use the Service, provided that (a) Merchant ensures that all Authorized Users comply with the terms and conditions of this Agreement, including, without limitation, with Merchant’s obligations and the restrictions set forth in Use Restrictions. Company may suspend or terminate any Authorized User’s access to the Service upon notice to Merchant in the event that Company reasonably determines that such Authorized User violated this Agreement. Merchant is responsible for all acts or omissions by its Authorized Users in connection with their Use of the Service and for any use of the Service by Consumers via the Sites and Platform.

6. Services

Invisible Commerce develops and makes available to you software, applications and services designed to supplement your Merchant e-commerce platform or your Consumer online shopping experience. Our software, applications and services are built as a supplement to a Merchant’s existing online storefront, offering value-added services. Through our software application, Merchants can offer Consumers the opportunity to add to their shipments Shipped Shield. Shipped provides software that allows consumers to track the location of their shipments and file an online claim for loss of a shipment. When choosing to use Shipped Shield, consumers will receive a link via email to track such shipments and to file such claims.

The “Services” also include, without limitation, (a) the receipt, counting, storage, packaging, and shipment of physical goods sold or shipped by you (the “Products”) pursuant to the order (“Order”), (b) use of Invisible Commerce’s proprietary platform (the “Platform”) and associated technology, in object code format only, which is made available by Invisible Commerce to you and, when technically feasible and when implemented by you and Invisible Commerce, is intended to permit you to, among other things, submit Orders and Returns for Products and inspect and process such Orders via Invisible Commerce’s processing centers (“Reclaim”), and (c) all data, reports, text, images, sounds, video, and content, including any offline reports, pricing matrices, or other content, made available to you through any of the foregoing (collectively referred to as the “Content”).

We may separately enter into a Service Agreement, which may modify the terms of the Service. If we do so, the terms of the Service Agreement shall take precedence over any conflicting terms of this Agreement. The terms of any Service Agreement are incorporated into this Agreement by reference.

You acknowledge and agree that Company will have no obligation to provide you with any support or maintenance in connection with the Sites.

7. Merchant Reclaim Fees

In consideration for Company providing the Service, Merchant will pay Company the non-refundable fees set forth in the applicable Pricing Policy (https://www.invisiblecommerce.com/pricing) in accordance with the payment terms set forth therein and without offset or deduction unless modified by a Service Agreement. If Merchant has agreed to automatic billing, Company will charge Merchant’s selected payment method (such as a credit card, debit card, or other method available in Merchant’s home country) for any Fees on the applicable payment date, including any applicable taxes. If Company cannot charge Merchant’s selected payment method for any reason (such as expiration or insufficient funds), Merchant remains responsible for any uncollected amounts, and Company will attempt to charge the payment method again as Merchant may update its payment method information. In accordance with local law, Company may update information regarding Merchant’s selected payment method if provided such information by Merchant’s financial institution.

8. Assurance

A summary of the Shipped Shield Assurance Policy can be found at https://www.invisiblecommerce.com/assurance. Shipped Shield is subject to and strictly limited by the terms of the Assurance Policy.

The Assurance Policy extends coverage to online purchases that are lost or damaged while in transit, or stolen after the carrier reports the status as “delivered” and a police report has been filed, where the tracking of such purchases is handled through Shipped for the Consumer on behalf of the Merchant. Shipped offer of Premium Package Assurance is not intended to provide insurance to the Merchant or the Consumer directly and neither the Merchant nor the Consumer are an insured or an additional insured under the Policy.

Shipped reserves the right to change its pricing at any time. If Consumers opt into Shipped Shield, this charge will appear for such customers to review and verify at checkout before purchase. Shipped may, from time to time at Shipped’s sole discretion, test pricing variances as part of its standard business processes and product development. Upon the Merchant’s agreement to these Terms, Shipped will be active on the Merchant website and store.

As a customer of a Merchant that offers Shipped Shield, your choice to utilize Shipped Shield is OPTIONAL. You have the option of obtaining assurance from alternative sources or not at all. If you choose to utilize Shipped Shield, Shipped will provide you with a link to the Assurance Policy and instructions to file a claim using the Sites or Platform. The Policy does not cover the following without a specific written amendment from Shipped (collectively the “Policy Exclusions”):

Coins, bullion, loose diamonds or stones, rock slabs, stocks, bonds, currency, deeds, evidence of debt, travelers checks, money orders, gift certificates, calling cards, lottery tickets, event tickets, any other negotiable documents, precious stones, precious metals, automobiles, motorcycles, boats, glass windows, plate glass, jewelry (in excess of $999), fine art (in excess of $9,999 per piece), ceramic, marble, granite, perishable foods, fresh foods, perishable commodities, flowers, tobacco products, pharmaceutical drugs or live animals.

Shipped is not liable for more than $250,000 per one account of the Assured and no more than $5,000 of any one package or shipment (“Shipped Shield Limit”). Any shipments that exceed Shipped Shield Limit will not be covered by the Assurance Policy. If for any reason payments are charged and collected for shipments that exceed the Shipped Shield Limit, the excess amount will be returned to the customer. Shipped Shield covers Products from the time the goods begin transit until the transportation terminates at the final destination or the Assured’s interest ceases, whichever occurs first.

All fees paid for the Services are non-refundable and non-transferable except as may be expressly provided in these Terms. You may cancel the Services at any time at no charge by uninstalling the Services you no longer want to use. Upon termination, Shipped will no longer provide the Services to you.

Claims for lost shipments (where the status is not “delivered”) must be filed after 7 days and within 21 days from the last shipment update.

Claims for shipments marked “delivered” must be filed after 7 days and before 21 days from the date the package as marked as “delivered.”

The Claimant waives the right to seek a claim with any other provider for the same shipment. Invisible Commerce will not process any claims which are initiated, pending, or completed by, another provider.

Should the claim be approved, it will be considered in full settlement and satisfaction of all claims and demands by the customer (inclusive of individual consumers and merchants, the “Claimant”). In consideration for payment, the Claimant does hereby release Invisible Commerce, Shipped, and each of their respective principals, executives, agents, employees, representatives, successors, subsidiaries, and affiliated companies, from any and all further claims existing and/or arising in the future relating to the above-referenced product.

The Claimant further guarantees that it is the person or entity entitled to payment and agrees to transfer all of the claimant’s rights of recovery on account of any and all loss or damage from the carriers and from any other persons or corporations to Invisible Commerce for the related shipment. The Claimant agrees to cooperate and assist Invisible Commerce in effecting such recovery including providing any and all documentation or other information needed by Invisible Commerce and to execute in the customer’s name any documents which may be necessary to carry into effect the purpose of this agreement.

    In exchange for this claim payment, the Claimant agrees that any monies collected from any such carrier, vessel, person or corporation, whether received in the first instance by the Claimant or by Invisible Commerce shall be the property of Invisible Commerce; and that the acceptance of this claim payment shall not prejudice or take away any rights or remedies which Invisible Commerce would otherwise have by virtue of such payment.

  1. Replacing the Claimant’s damaged or lost Product(s) through Shipped’s re-order of the identical Product(s) that had been previously purchased. The replacement of the Product shall include the item cost, sales tax and shipping cost, but shall exclude the cost of Shipped Shield.

  2. Refunding the Claimant shall include the original Product cost (per invoice), but exclude sales tax, shipping cost and the cost of Shipped Shield.

Invisible Commerce in its sole discretion shall determine whether the Product will be replaced or refunded, in accordance with its agreement with its Merchant partners. Both replacement and refund options are part of Invisible Commerce Terms of Service and have been agreed as such.

Shipped Shield or other shipment assurance is not included with any other Shipped Product or Service, or any other Invisible Commerce Product or Service, and does not extend shipment coverage to orders, shipments or merchandise other than as paid for by the customer on a per transaction basis under a current Shipped Shield order. Shipped is not otherwise liable for any losses, reimbursements or replacements to Consumers or Merchants in respect of any other other, shipment or Product.

9. Inbound Shipments

You represent and warrant to Invisible Commerce that (i) you are the legal owner and/or have lawful possession or control of the Products and have the sole legal right to store and thereafter direct the release and/or delivery of the Products, (ii) there are no potential health, safety, or environmental hazards associated with the shipment, warehousing, or fulfillment of the Products tendered to Invisible Commerce under this Agreement, (iii) the Products do not contain any material violating any federal, state, or local law (collectively, “Laws”); (iv) the Products are not and do not contain any hazardous or dangerous materials under applicable Laws. You will strictly meet or exceed any compliance obligations under these provisions. Invisible Commerce may, in its sole discretion, reject Products that Invisible Commerce determines do not meet the above. If the Products do not meet the foregoing requirements, You may incur additional fees from Invisible Commerce, and if Invisible Commerce rejects the Products, this may result in a delay or non-shipment, and You agree that Invisible Commerce shall not be liable for any loss or damage as a result of such delay or non-shipment.

Merchant shall be solely responsible for any fees assessed by any Carrier as a result of any shipments of Products that are returned to Invisible Commerce by the Carrier for any reason whatsoever.

10. Product Purchases

Order Processing

You can purchase our Products by placing orders via our Sites or the App. Invisible Commerce reserves the right, in its sole discretion, to refuse to process or to cancel your order in certain circumstances. This may happen, for example, when the Product you ordered is out of stock, there are inaccuracies or errors in Products or pricing information, or our credit and fraud avoidance department identifies problems or in other circumstances that we, in our sole discretion, deem appropriate. Invisible Commerce also reserves the right, in its sole discretion, to take steps to verify your identity to process your order. We will not charge you for orders that we do not process or cancel. If we have already charged you for your order, then we will refund you the amount charged.

Store Fees and Payment

You will be charged immediately upon placing an order. Invisible Commerce will use commercially reasonable efforts to have orders delivered within the estimated delivery time. However, sometimes items may be delayed due to factors beyond our control, and we will not be liable for any such delays. If you are making payment by credit card, you hereby authorize Invisible Commerce or its third party payment processing service providers to charge your credit card for the price of the Products you have purchased.

Invisible Commerce reserves the right to require payment of fees for certain features of the Service. Should you elect to subscribe to or use such features, you agree to pay all applicable fees, as described on the Sites or the App in connection with such features. Invisible Commerce reserves the right to change its price list, product and service offerings, and to institute new charges at any time. Use of the Service by you following such notification constitutes your acceptance of any new or increased charges or prices.

Product Descriptions

We attempt to provide accurate descriptions of Products on our Sites and the App. However, there may be inaccuracies in the Product descriptions, or the colors of the Products may vary from one monitor to another. Accordingly, Invisible Commerce does not warrant that the Product descriptions, colors, images or videos are accurate, complete, reliable, current or error-free. If a Product offered on our Sites is not as described, your sole remedy is to contact us in accordance with our Return Policy.

Pricing and Discount Information

We attempt to provide accurate descriptions of Products on our Sites and the App. However, there may be inaccuracies in the Product descriptions, or the colors of the Products may vary from one monitor to another. Accordingly, Invisible Commerce does not warrant that the Product descriptions, colors, images or videos are accurate, complete, reliable, current or error-free. If a Product offered on our Sites is not as described, your sole remedy is to contact us in accordance with our Return Policy.

We display discounts on our Sites or the App in connection with each Product. Discounts are calculated using pricing information provided to us by merchants (such as suggested retail prices from the manufacturer, supplier, or the merchant, or an estimated price based on standard industry practice).

Product Availability and Delivery

Our Sites or the App may contain information regarding the availability of the Products. Unfortunately, Invisible Commerce cannot guarantee that an item listed as "in stock" will actually ship right away, as inventory can change significantly from day-to- day. In some cases, a Product that may be in stock when a customer places the order, may be sold out by the time Invisible Commerce attempts to process the order, or there may be an error in the information about the availability of the Product. Should this happen, Invisible Commerce will notify you by email. If we determine that a Product you ordered is no longer available, we will cancel that item from your order and provide you a full refund towards the cancelled Product, if you have already paid for it. We will notify you about the cancelation by email.

Return Policy

Unless otherwise required by law, Invisible Commerce accepts returns on certain Products on a case-by- case basis. If, however, a Product is listed as final sale, we will not accept returns for such Product, unless it is defective. If a Product offered by Invisible Commerce is defective, please send an email to service@invisiblecommerce.com within 48 hours of receiving the Product, unless a longer time is required by law. We will either replace the defective product or issue a full refund. For more information on our Return Policy and how we handle Returns, please check our FAQs.

Risk of Loss

The risk of loss and title for such all items purchased from Invisible Commerce pass to you upon our delivery to the carrier.

Assumption of Risk for Products You Purchase

You understand that Invisible Commerce does not manufacture or inspect any of the Products sold through our Sites or the App. We provide the platform to facilitate such sales, but the Products are produced directly by independent manufacturers, so we cannot and do not make any warranties about their quality, safety, or even their legality. Any legal claim related to a Product you purchase must be brought directly against the manufacturer of the Product. You release Invisible Commerce from any claims related to Products sold through our Service, including for defective items, misrepresentations by manufacturers, or items that cause physical injury (like product liability claims).

11. Like New Rewards

We may offer rewards and discounts to our customers from time to time, which may be subject to additional terms and conditions. Please note that regardless of any offers of such rewards, Invisible Commerce reserves the right to change the rewards and discounts, if any, over time without any prior notice.

12. Ownership of the Sites and Services

All contents of the Service, including without limitation, the text, graphics, images, music, software, audio, video, works of authorship of any kind, and information or other materials that are posted, generated, provided or otherwise made available on or through the Service are collectively referred to as "Content". The Service and Content, and all associated intellectual property rights are the sole and exclusive property of Invisible Commerce and/or its licensors, and may not be copied, distributed, modified, reproduced, published or used, in whole or in part, except for purposes authorized or approved in writing by Invisible Commerce. You acknowledge that the Service and Content are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Service or Content.

13. Merchant Use Restrictions

Merchant will not and will not permit any person or entity (including, without limitation, Authorized Users and Consumer to, directly or indirectly: (i) copy, modify or create any derivative work of any portion of the Service; (ii) reverse engineer, decompile, decode, or disassemble or otherwise attempt to derive or gain improper access to any software component of the Service or Platform, in whole or in part; (iii) frame, mirror, sell, resell, market, sublicense, publish, distribute, reproduce, assign, transfer, rent, lease or loan any portion of the Service to any other person or entity, or otherwise allow any person or entity to Use the Service for any purpose other than for the benefit of Merchant in accordance with this Agreement; (iv) Use the Service or Platform in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property rights or other right of any person or entity, or that violates any applicable law; (v) access or search the Service (or download any data or content contained therein or transmitted thereby) through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers or any other similar data mining tools) other than software or Service features provided by Company for use expressly for such purposes; or (vi) Use the Service or Platform or any other Company Confidential Information for benchmarking or competitive analysis with respect to competitive or related products or services, or to develop, commercialize, license or sell any product, service or technology that could, directly or indirectly, compete with the Service.

14. License Rights

Rights in App Granted by Invisible Commerce

Subject to your compliance with these Terms, Invisible Commerce grants you a limited non-exclusive, non-transferable, non-sublicenseable license to download and install a copy of the App on a mobile device or computer that you own or control and to run such copy of the App solely for your own personal non-commercial purposes. You may not copy the App, except for making a reasonable number of copies for backup or archival purposes.

Except as expressly permitted in these Terms, you may not: (i) copy, modify or create derivative works based on the App; (ii) distribute, transfer, sublicense, lease, lend or rent the App to any third party; (iii) reverse engineer, decompile or disassemble the App; or (iv) make the functionality of the App available to multiple users through any means. Invisible Commerce reserves all rights in and to the App not expressly granted to you under these Terms.

Rights in Content Granted by Invisible Commerce

Subject to your compliance with these Terms, Invisible Commerce grants you a limited, non-exclusive, non-transferable, non-sublicensable license to access and view the Content solely in connection with your permitted use of the Service and solely for your personal and non-commercial purposes.

15. Intellectual Property Rights

If you are a Merchant or other commercial enterprise (or are acting on behalf of such person), during the term of this Agreement, you hereby consent to and grant a limited, revocable, non-exclusive, non-transferable, non-sublicensable, royalty-free, worldwide license to Invisible Commerce to use your trademarks, trade names, service marks, trade-dress and other marks (collectively “Marks”) and other designations, copyrights (including photographs and other images), data (including product catalogs or user signals), or other materials (collectively) “Materials”), including at our discretion for the purpose of advertising, marketing and promoting your brand and products online or in our mobile application(s). You shall retain all right, title and interest in and to your Marks and Materials.

16. Rules and Conduct

As a condition of use, you promise not to use the Service for any purpose that is prohibited by the Terms. The Service (including, without limitation, any and all Content on the Service), is provided only for your own personal, non-commercial use. You are responsible for all of your activity in connection with the Service.

You agree not to do any of the following:

  • Use, display, mirror or frame the Service or any individual element within the Service, Invisible Commerce’s name, any Invisible Commerce trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Invisible Commerce’s express written consent;

  • Access, tamper with, or use non-public areas of the Service, Invisible Commerce’s computer systems, or the technical delivery systems of Invisible Commerce’s providers;

  • Attempt to probe, scan or test the vulnerability of any Invisible Commerce system or network or breach any security or authentication measures;

  • Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Invisible Commerce or any of Invisible Commerce’s providers or any other third party (including another user) to protect the Service or Content;

  • Attempt to access or search the Service or Content or download Content from the Service through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided

  • Use any meta tags or other hidden text or meta-data utilizing a Invisible Commerce trademark, logo URL or product name without Invisible Commerce’s express written consent;

  • Use the Service (including our Products) or Content, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms;

  • Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Service or Content;

  • Violate any applicable local, national or international law or regulation; or

  • Encourage or enable any other individual to do any of the foregoing.

17. Feedback

We welcome feedback, comments, user experience and suggestions for improvements to our Service ("Feedback"). Consumers can submit Feedback by emailing us at service@invisiblecommerce.com. Merchants can submit Feedback by emailing us at support@invisiblecommerce.com. You grant to us a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sublicensable and transferable license under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose. We are not obligated to keep any Feedback confidential, to pay you anything for any Feedback (whether we use it or not), or to respond to any Feedback. We also are not obligated to return any Feedback to you, in any form. You agree that no Feedback provided to us will violate any right of any third party, including copyright, trademark, privacy or other personal or proprietary rights.

18. Third Party Sites

The Service may contain links to third-party websites or resources. We provide these links only as a convenience and are not responsible for the content, products or services on or available from those websites or resources or links displayed on such websites. You acknowledge sole responsibility for and assume all risk arising from your use of any third-party websites or resources.

19. Termination

Invisible Commerce may terminate your access to all or any part of the Service at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with your membership. If you wish to terminate your Account, you may do so by following the instructions on the Sites. The provisions relating to Purchases, Ownership of Site and Services, Export Policy and Restrictions, Feedback, Termination, Indemnification, Warranty Disclaimers, Limitations of Liability Dispute Resolution and General Terms will survive termination of these Terms.

20. Indemnification

You agree to indemnify, defend, and hold harmless Invisible Commerce, its officers, directors, employees, agents, licensors and suppliers from and against all losses, expenses, damages and costs (including attorneys’ fees) resulting from any violation of these Terms or any activity related to your account (including negligent or wrongful conduct) by you or any person accessing the Services using your account.

21. Warranty Disclaimer relating to the Service

EXCEPT AS OTHERWISE REQUIRED BY LAW, THE SERVICE INCLUDING, WITHOUT LIMITATION, ALL INFORMATION, CONTENT AND ANY FEATURES MADE AVAILABLE TO YOU THROUGH THE SERVICE ARE PROVIDED BY INVISIBLE COMMERCE ON AN "AS IS" AND "AS AVAILABLE" BASIS. INVISIBLE COMMERCE, AND ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS AND CONTENT PROVIDERS DO NOT WARRANT THAT: (A) THE SERVICE WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (B) ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR (C) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOUR USE OF THE SERVICE IS SOLELY AT YOUR OWN RISK. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, INVISIBLE COMMERCE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE. INVISIBLE COMMERCE DOES NOT WARRANT THAT THE SERVICE, INFORMATION, CONTENT, OR ANY FEATURE MADE AVAILABLE TO YOU THROUGH THE SERVICE, INVISIBLE COMMERCE'S SERVERS OR ELECTRONIC COMMUNICATIONS SENT FROM INVISIBLE COMMERCE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. INVISIBLE COMMERCE WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF ANY SERVICE, OR FROM ANY INFORMATION, CONTENT, OR ANY FEATURES MADE AVAILABLE TO YOU THROUGH THE SERVICE. THE LIMITATIONS IN THIS PARAGRAPH DO NOT APPLY TO NEW JERSEY RESIDENTS PURCHASING PRODUCTS FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES.

CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

22. Warranty Disclaimer relating to the Products

THE PRODUCTS (INCLUDING ANY SOFTWARE THAT MAY BE USED IN SUCH PRODUCTS) INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SERVICE ARE PROVIDED BY INVISIBLE COMMERCE ON AN "AS IS" AND "AS AVAILABLE" BASIS, UNLESS OTHERWISE SPECIFIED IN WRITING BY INVISIBLE COMMERCE. INVISIBLE COMMERCE, AND ITS DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS AND PARTNERS DO NOT WARRANT THAT THE PRODUCTS WILL MEET YOUR EXPECTATIONS.

YOU MAY BE ELIGIBLE FOR THE MANUFACTURER’S WARRANTIES THAT APPEAR ON OR WITH THE PRODUCTS YOU BUY. EXCEPT FOR SUCH MANUFACTURER’S WARRANTIES, TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, INVISIBLE COMMERCE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE. INVISIBLE COMMERCE DOES NOT WARRANT THAT THE PRODUCTS (INCLUDING THE SOFTWARE THAT MAY BE USED IN ANY PRODUCTS) ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. INVISIBLE COMMERCE WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF ANY PRODUCTS (INCLUDING THE SOFTWARE THAT MAY BE USED IN ANY PRODUCTS).

CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS. THE LIMITATIONS IN THE TWO PRECEDING PARAGRAPHS DO NOT APPLY TO NEW JERSEY RESIDENTS PURCHASING PRODUCTS FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES.

23. Limitation of Liability

IN NO EVENT SHALL INVISIBLE COMMERCE, OR ITS DIRECTORS, EMPLOYEES, AGENTS, OR PARTNERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICE (INCLUDING, WITHOUT LIMITATION, ANY CONTENT) (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), (III) FOR YOUR RELIANCE ON THE SERVICE OR PRODUCT DESCRIPTIONS, OR (IV) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) THE GREATER OF A) AMOUNTS PAID OR PAYABLE BY YOU IN CONNECTION WITH THE SERVICE; OR B) ONE-HUNDRED U.S. DOLLARS ($100.00). SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU. THE LIMITATIONS IN THIS PARAGRAPH DO NOT APPLY TO NEW JERSEY RESIDENTS PURCHASING PRODUCTS FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES.

24. Dispute Resolution

Governing Law

These Terms and any action related thereto will be governed by the laws of the State of Washington without regard to its conflict of laws provisions.

Agreement to Arbitrate

You and Invisible Commerce agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Service (collectively, "Disputes") will be settled by binding arbitration, except that each party retains the right: (i) to bring an individual action in small claims court and (ii) to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights (the action described in the foregoing clause (ii), an "IP Protection Action"). Without limiting the preceding sentence, you will also have the right to litigate any other Dispute if you provide Invisible Commerce with written notice of your desire to do so by email or regular mail at service@invisiblecommerce.com or 100 S King St, Ste 100-800, Seattle, WA 98104 within thirty (30) days following the date you first agree to these Terms (such notice, an "Arbitration Opt-out Notice"). If you do not provide Invisible Commerce with an Arbitration Opt-out Notice within the thirty (30) day period, you will be deemed to have knowingly and intentionally waived your right to litigate any Dispute except as expressly set forth in clauses (i) and (ii) above. The exclusive jurisdiction and venue of any IP Protection Action or, if you timely provide Invisible Commerce with an Arbitration Opt-out Notice, will be the state and federal courts located in Washington and each of the parties hereto waives any objection to jurisdiction and venue in such courts. Unless you timely provide Invisible Commerce with an Arbitration Opt-out Notice, you acknowledge and agree that you and Invisible Commerce are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Further, unless both you and Invisible Commerce otherwise agree in writing, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this "Dispute Resolution" section will be deemed void. Except as provided in the preceding sentence, this "Dispute Resolution" section will survive any termination of these Terms.

Arbitration Rules

The arbitration will be administered by the American Arbitration Association ("AAA") in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the "AAA Rules") then in effect, except as modified by this "Dispute Resolution" section. (The AAA Rules are available at www.adr.org or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this Section.

Arbitration Process

A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a general Demand for Arbitrationand a separate Demand for Arbitration for California residents.) The arbitrator will be either a retired judge or an attorney licensed to practice law and will be selected by the parties from the AAA’s roster of arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.

Arbitration Location and Procedure

Unless you and Invisible Commerce otherwise agree, the arbitration will be conducted in the county where you reside. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of the documents that you and Invisible Commerce submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.

Arbitrator’s Decision

The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator’s award of damages must be consistent with the terms of the "Limitation of Liability" section above as to the types and amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses, to the extent provided under applicable law. Invisible Commerce will not seek, and hereby waives all rights it may have under applicable law to recover, attorneys’ fees and expenses if it prevails in arbitration.

Fees

Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules. However, if your claim for damages does not exceed $75,000, Invisible Commerce will pay all such fees unless the arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).

Changes

Notwithstanding the provisions of the "Modification of Terms" section above, if Invisible Commerce changes this "Dispute Resolution" section after the date you first accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by email to www.invisiblecommerce.com) within 30 days of the date such change became effective, as indicated in the "Last Updated" date above or in the date of Invisible Commerce’s email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and Invisible Commerce in accordance with the provisions of this "Dispute Resolution" section as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).

25. General Terms

These Terms constitute the entire and exclusive understanding and agreement between Invisible Commerce and you regarding the Service (including Products), and these Terms supersede and replace any and all prior oral or written understandings or agreements between Invisible Commerce and you regarding the Service (including Products). If any provision of these Terms is held invalid or unenforceable (either by an arbitrator appointed pursuant to the terms of the "Arbitration" section above or by court of competent jurisdiction, but only if you timely opt out of arbitration by sending us an Arbitration Opt-out Notice in accordance with the terms set forth above), that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. You may not assign or transfer these Terms, by operation of law or otherwise, without Invisible Commerce’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null.

Invisible Commerce may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns. Any notices or other communications provided by Invisible Commerce under these Terms, including those regarding modifications to these Terms, will be given: (i) via email; or (ii) by posting to the Service. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.

Invisible Commerce’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Invisible Commerce. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

Unless otherwise indicated, the Terms and all Content provided by Invisible Commerce are copyright © 2021 Invisible Commerce Limited. All rights reserved. The names of any actual companies and products mentioned at the Sites may be the trademarks of their respective owners.

27. Notify Us of Infringers

If you believe that something available through the Sites or the App violates your copyright, notify our copyright agent in writing. The contact information for our copyright agent is at the bottom of this section. In order for us to take action, you must do the following in your notice: (1) provide your physical or electronic signature; (2) identify the copyrighted work that you believe is being infringed; (3) identify the item on the Sites and the App that you think is infringing your work and include sufficient information about where the material is located on the Site or the App (including which website and URL) so that we can find it; (4) provide us with a way to contact you, such as your address, telephone number, or e-mail; (5) provide a statement that you believe in good faith that the item you have identified as infringing is not authorized by the copyright owner, its agent, or the law to be used on the Site; and (6) provide a statement that the information you provide in your notice is accurate, and that (under penalty of perjury), you are authorized to act on behalf of the copyright owner whose work is being infringed.

Designated Agent to Receive Notification of Claimed Infringement:

Designated Copyright Agent
100 S King St, Ste 100-800
Seattle, WA 98104
dmca@invisiblecommerce.com

28. Contact

You may contact Invisible Commerce at the following address:

Legal Department
Invisible Commerce
100 S King St, Ste 100-800
Seattle, WA 98104