TERMS OF SERVICE
Last Updated: 12-18-2020
These Terms of Service (“Terms”) are entered into by you (“you” or “your”) and Ply Interactive, Inc. (“Ply,” “we,” “us,” “our,” or “ours”). The Terms, together with any documents they expressly incorporate by reference, govern all access to and use of our website and any other websites through which we make our services available (collectively, “Site”), the Bloom application (“Bloom App”), and all of our associated services (together with the Site and the Bloom App, the “Services”).
Since the Bloom App is used to sell alcohol on your website, our Services are not directed to people younger than 21, and access and use of our Services are only offered to users 21 years of age or older. If you are under 21 years old, please do not access or use our Services. Any person who accesses or uses our Services represents that they are 21 years of age or older.
Your Shopify Account
Use of our Services, specifically the Bloom App, requires a Shopify account. You are solely responsible for maintaining the security of your Shopify account, including keeping your user name, password, and other security information for your Shopify account confidential. You are fully responsible for all activities that occur under your Shopify account and any other actions taken in connection with your Shopify store or the Bloom App.
You must immediately notify us of any unauthorized uses of your Shopify store, your Shopify account, the Bloom App, or any other breaches of security. We will not be liable for any acts or omissions by you, including any damages of any kind incurred as a result of such acts or omissions. You are solely responsible for all of your ecommerce activities, including without limitation your Shopify store, its operation, your products, your customers, applicable taxes and fees, compliance with the Payment Card Industry Data Security Standard (PCI DSS), and compliance with any applicable laws.
Payment and Renewal
You agree to pay Ply the monthly or annual subscription fees we agree to for our Services. Payments will be charged on a pre-pay basis on the day you sign up for the Services and will cover the use of the Services for a monthly or annual subscription period, as selected by you. Payment will be due on the anniversary date of the original purchase date. If your subscription is preceded by or includes a free trial period, the anniversary date will be the date on which your free trial period ends. For example, if on June 1st, you purchased a subscription with a monthly recurring charge that has no free trial, your anniversary date would be the 1st of each successive month.
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 the Bloom App for both stores, you must purchase two subscriptions to the Bloom App. We reserve the right to modify our fees at any time upon thirty (30) days written notice by posting such fee changes to the Services or by notifying you by email.
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 these Terms and all outstanding fees are paid in full. Unless you notify us before the end of the applicable subscription period that wish to cancel your subscription, your subscription will automatically renew and you authorize us to collect the then-applicable monthly or annual subscription fees.
If you operate a Shopify store, post material to your store using the Bloom App, or otherwise make (or allow any third party to make) material available (any such material, “Content”), you are entirely responsible for the content of, and any harm resulting from, that Content or your conduct. That is the case regardless of what form the Content takes, which includes, but is not limited to text, photo, video, audio, or code. By using the Bloom App, you represent and warrant that your Content and conduct do not violate these Terms or Shopify’s Terms of Service or other policies. You further represent and warrant that:
- the downloading, copying and use of the Content will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark or trade secret rights, of any third party;
- you have fully complied with any third-party licenses relating to the Content, and have done all things necessary to successfully pass through to end users any required terms;
- the Content does not contain or install any viruses or other harmful or destructive content;
- the Content is not spam, is not machine- or randomly-generated, and does not contain unethical or unwanted commercial content designed to drive traffic to third party sites or boost the search engine rankings of third party sites, or to further unlawful acts (such as phishing) or mislead recipients as to the source of the material (such as spoofing);
- the Content is not obscene, libelous or defamatory, hateful or racially or ethnically objectionable, and does not violate the privacy or publicity rights of any third party;
- your Shopify store is not getting advertised via unwanted electronic messages such as spam links on newsgroups, email lists, other blogs and web sites, and similar unsolicited promotional methods; and
- your Shopify store is not named in a manner that misleads your readers into thinking that you are another person or company. For example, your Shopify store’s URL or name is not the name of a person other than yourself or company other than your own.
We reserve the right to, in our sole discretion, (i) refuse or remove any Content that, in our reasonable opinion, violates any Ply or Shopify policy or is in any way harmful or objectionable, and/or (ii) terminate or deny access to and use of our Services to any individual or entity for any reason. However, we are not obligated to monitor, review, edit, or remove Content. If you believe that any Content violates your copyright, please see our Copyright Policy for instructions on sending us a notice of copyright infringement.
If you provide or submit Content to Ply for inclusion on your website or Shopify store, you grant Ply a world-wide, royalty-free, and non-exclusive license to reproduce, modify, adapt and publish the Content solely for the purpose of displaying, distributing, and promoting your brand, Shopify store, or product. If you delete Content from the Bloom App, Ply will use reasonable efforts to remove it from our storage systems, but you acknowledge that in some cases this won’t be possible, including but not limited to caching or references to the Content that Ply does not have direct control over, as well as content stored on Shopify’s servers.
You may use the Services only for lawful purposes and in accordance with these Terms. You agree you will not do any of the following:
- Use, support or develop bots, scrapers, software, scripts, crawlers, browser plugins, robots or other automated methods including human-powered automation through like farming or any other crowd-sourced methods to access, scrape, or copy the Services, or to add or download data, or send or redirect information or messages;
- Reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for the Services or any related technology that we have not made open source;
- Rent, lease, loan, trade, sell or otherwise monetize the Services or related data or access to the same, without our express written consent;
- Monitor the Services’ availability, performance or functionality for any competitive purpose;
- Engage in “framing,” “mirroring,” or otherwise simulating the appearance or function of the Services;
- Post anything that contains software viruses, worms, or any other harmful code;
- Overlay or otherwise modify the Services or their appearance (such as by inserting elements into the Services or removing, covering, or obscuring an advertisement included on the Services);
- Interfere with the operation of, or place an unreasonable load on, the Services (e.g., spam, denial of service attack, viruses, gaming algorithms);
- Override any security feature or bypass or circumvent any access controls or limits of the Services;
- Create a false identity, misrepresent your identity, create a profile for anyone other than yourself, or use or attempt to use another’s account; or
- Violate our intellectual property rights or the intellectual property rights of others.
Third Party Services
We are not a party to any relationship between you and any third party, including without limitation relationships between you and Shopify or you and your customers. Consequently, we have no responsibility to you regarding your relationships with any third party.
- Third party services are not vetted, endorsed, or controlled by Ply.
- Any use of a third party service is at your own risk, and Ply shall not be responsible or liable in connection with your use of third party services.
- You use of a third party service will be governed by any terms or policies required by the third party.
- Some third party services may request or require access to data of yours or of your users or customers. If you grant access, such data will be handled in accordance with the third party’s terms or policies. We do not have control over how a third party service may use such data. You should carefully review the data collection, retention, and use policies of any third party service before enabling such service.
- Some third party services may not work appropriately with our Services, and we may not be able to provide support for issues caused by third party services.
- In rare cases, we may, at our discretion, suspend, disable, or remove third party services from your Shopify store.
Tax calculations may be provided by TaxJar, Shopify, Avalara, ShipCompliant, or other third-party tax service, depending on how your Services are configured. You are responsible for all taxes and fees associated with your ecommerce and point-of-sale activities. You must collect, report, and/or pay the correct amounts to the appropriate authorities, if applicable, and if needed, inform your customers about any taxes they may be required to pay and issue appropriate invoices. While some ecommerce features allow you to include sales taxes or other taxes in transactions, you should not rely solely on these features to ensure tax being collected, or remitted to tax agencies, is accurate. We make our best efforts to keep our content and documents up-to-date, but because the tax law changes rapidly, we cannot guarantee that all the services are completely current. Tax laws differ from jurisdiction to jurisdiction and may be subject to different interpretations by different authorities. We recommend you consult an appropriate tax professional to review tax rates applied to orders, and they should inform you how to reconcile difference that may exist for your specific tax situation. Ply is not responsible for taxes not being correctly calculated on orders.
Shipping is managed through Shopify, ShipCompliant, ShipStation, or other third party. We are not involved in any way with your product or its shipment. We also do not warrant that the results you obtain from the use of these third party services (rates and labels, for example) will be accurate or reliable.
You are solely responsible for compliance with all applicable rules and regulations, including domestic and international shipping and customs regulations and those of the relevant mailing service. For example, if you use FedEx, you will need to comply with their shipping restrictions and standards, among others.
Unless otherwise agreed to in a separate agreement, all material available on the Services and all material and services provided by or through Ply, our affiliates, subsidiaries, employees, agents, licensors or other commercial partners including, but not limited to, software, all informational text, software documentation, design of and “look and feel”, layout, photographs, graphics, audio, video, messages, interactive and instant messaging, design and functions, files, documents, images, or other materials, whether publicly posted or privately transmitted as well as all derivative works thereof (collectively, the “Materials”), are owned by us or our licensors or service providers, and are protected by copyright, trademark, trade secret and other intellectual property laws.
his section does not apply to Content; however, you agree that any ideas, suggestions, concepts, processes, or techniques which you provide to Ply related to the Services, including the Bloom App (“Feedback”), are and will be Ply’s exclusive property without any compensation or other consideration payable to you by Ply, and you do so of your own volition. Ply may or may not, in its sole discretion, use or incorporate the Feedback in whatever form or derivative Ply may decide into the Services or its business or other products. You hereby assign all rights on a worldwide basis in perpetuity to Ply in any Feedback and, as applicable, waive any moral rights.
Our name, the terms Ply, Bloom, Bloom.wine, the Bloom logo, and all related names, logos, product and service names, designs, and slogans are trademarks of ours or our affiliates or licensors. You must not use such marks without the prior written permission from us.
We reserve the right to display attribution text or links in your site footer or toolbar, providing attribution to Bloom or any of our Services. The attribution may be removed by you, or be requested to be removed by us.
We are constantly updating our Services, and that means sometimes we have to change the legal terms under which our Services are offered, including these Terms. If we make changes that are material, we will let you know by posting on our Site, twitter feed, or by sending you an email or other communication when the changes take effect. If you disagree with our changes, then you should stop using our Services. Your continued use of our Services following the posting of any changes to the Terms constitutes acceptance of those changes and your use will be subject to the new Terms. However, any dispute that arose before the changes shall be governed by the Terms (including the binding individual arbitration clause) that were in place when the dispute arose.
We may terminate your access to all or any part of our Services at any time, with or without cause, with or without notice, effective immediately. If you wish to terminate these Terms or your Bloom App subscription, you may do so at any time by contacting us via email or phone. All provisions of these Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
Disclaimer of Warranties
Your use of the Services and all Content forming part of or related to the Services, including any Content you upload or submit and any third party services, software, and Content, are at your sole responsibility and risk. The Services are provided on an “as is” and “as available” basis. We expressly disclaim all representations, warranties, or conditions of any kind with respect to the Services, whether express or implied, including, but not limited to, any implied warranties or conditions of merchantability, fitness for a particular purpose, accuracy, completeness, performance, system integration, quiet enjoyment, title, and non-infringement.
These Terms (and any dispute or claim arising from or related to the Terms) will be governed by and construed in accordance with the laws of State of Washington, without regard to its conflict of law provisions. Any lawsuit arising out of, or related to, these Terms or the Services will be instituted exclusively in the federal courts of the United States or the courts of the State of Washington, in each case located in the City of Seattle and County of King.
Except for claims for injunctive or equitable relief or claims regarding intellectual property rights (which may be brought in any competent court without the posting of a bond), any dispute arising under these Terms shall be finally settled in accordance with the Comprehensive Arbitration Rules of the Judicial Arbitration and Mediation Service, Inc. (“JAMS”) by three arbitrators appointed in accordance with such rules. The arbitration shall take place in Seattle, Washington, in the English language and the arbitral decision may be enforced in any court. The prevailing party in any action or proceeding to enforce these Terms shall be entitled to costs and attorneys’ fees.
Limitation of Liability
You agree that, under no legal theory, including, but not limited to negligence, breach of warranty or condition, breach of contract or tort, will Ply or its owners, officers, directors, affiliates, contractors, employees or agents, be liable to you or any third party acting on your behalf for any indirect, incidental, special, consequential, punitive, or exemplary damages or damages for loss of profits, goodwill, use, data, or other intangible losses or the cost of any substitute equipment, facilities or services (even if Ply has been advised of the possibility of such damages), arising from or relating to the Terms or your use of or your inability to use the Services, or for any damages arising from or related to the Terms. Our total aggregate liability from any and all claims under the Terms is limited to the total amounts you paid to us in the one (1) year immediately preceding the occurrence of loss or damage. To the extent any state or jurisdiction does not allow the exclusion or the limitation of liability for consequential or incidental damages, our liability in such state or jurisdiction will be limited to the furthest extent permitted by law. Notwithstanding the foregoing or anything else herein to the contrary, we will not be liable to you or any third party acting on your behalf in any way with respect to your provision of an individual’s personal information to Ply or through the Services. You further agree that the foregoing limitations will apply with respect to third party liability of any kind.
General Representation and Warranty
You agree to indemnify and hold harmless Ply, its contractors, and its licensors, and its and their respective directors, officers, employees, and agents from and against any and all claims, liabilities, damages, judgments, awards, losses, costs, fees, or expenses, including attorneys’ fees, arising out of or relating to your use of our Services, including but not limited to your violation of these Terms.
These Terms constitutes the entire agreement between Ply and you concerning the subject matter hereof, and they may only be modified by a written amendment signed by an authorized representative of Ply, or by the posting by Ply of a revised version. Notwithstanding the foregoing, if you and Ply enter into a separate agreement related to the Services, then the terms of that separate agreement will, to the extent they conflict with these Terms, control.
If any part of these Terms 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. 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.
If you need to contact Ply regarding these Terms or our Services, send an email to firstname.lastname@example.org, or mail any correspondences to:
Ply Interactive, Inc.
111 W John. Street, #307
Seattle, WA 98119