Welcome! We provide web applications (each an “App” and collectively, the “Apps”), including, but not limited to, ACF: Advanced Custom Fields (aka ACF), AClone, that the Company makes available on certain third party web platforms (“Partner Platforms”). On our website, you (“You” or “User”) can find information about our Apps, news and information about our services, as well as the app stores for the Partner Platforms to purchase and install our Apps (as defined below).
You must have an account with a Partner Platform to use the Service.
Subject to the terms and conditions of this Agreement, Company grants You a non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Services during the Term (as defined below). You may permit users within your organization or business (“Authorized Users”) to use the Services provided that You shall be responsible for each Authorized User’s compliance with and breach of the Agreement.
COOPERATION WITH PARTNER PLATFORMS
You may use our Services to interact with Our Partner Platforms (e.g., Shopify). If You choose to integrate the Services with those Partner Platforms, You will ensure that the integration does not conflict with the Partner Platform’s terms and conditions. Further, some Partner Platforms may require you or Company to provide certain data that we are processing on Your behalf back to the Partner Platform. In these cases, We consider Your request to integrate with the Partner Platform as instruction to provide this data to the Partner Platform according to the Partner Platform’s terms and conditions. If You do not want this data to be provided to the Partner Platform, please immediately request the suspension of the integration with the respective Partner Platform.
RESPONSIBILITIES OF PARTNER PLATFORM
The following terms apply to Your use of any of Our Apps that is accessed through or downloaded from a Partner Platform.
These Terms are concluded between us, and not with the Partner Platform. We are responsible for the App (not the Partner Platform).
The Partner Platform has no obligation to furnish any maintenance and support services with respect to any App.
In the event of any failure of an App to conform to any applicable warranty, You may notify the Partner Platform, and the Partner Platform will treat any refund requests for the App to You (if applicable) in accordance with its policies and to the maximum extent permitted by applicable law. The Partner Platform will have no other warranty obligation whatsoever with respect to any App. Any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be Our responsibility.
The Partner Platform is not responsible for addressing any claims You have relating to any App or Your access to and use of any App, including, but not limited to: (1) product liability claims; (2) any claim that an App fails to conform to any applicable legal or regulatory requirement; and (3) claims arising under consumer protection or similar legislation.
In the event of any third-party claim that an App or Your possession and use of that App infringes that third party's intellectual property rights, We will be responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by these Terms.
The Partner Platform, and its subsidiaries, are third party beneficiaries of these Terms as related to Your license of an App, and that, upon Your acceptance of the terms and conditions of these Terms, the Partner Platform will have the right (and will be deemed to have accepted the right) to enforce these Terms as related to Your license of the App against You as a third-party beneficiary thereof.
AVAILABILITY OF SITE AND APPLICATIONS
Company recognizes that the traffic of data through the Internet may cause delays during the download of information from the Site and App and accordingly, You agree that You shall not hold the Company liable for delays that are ordinary in the course of Internet use. You further acknowledge and accept that the Site and Apps will not be available on a continual twenty-four-hour basis due to such delays, or delays caused by the Company's upgrading, modification, or standard maintenance of the Site or Apps, or events beyond Our control, such as failures, interruptions, outages, or other problems with any hardware, system, or network used by You to access an App or the Site.
You agree to pay the fees set forth on the Partner Platform app store from which you purchased the App. Fees are not refundable.
AUTHORIZED USER ACCESS
Your settings may control the exposure of Your data. You are responsible for configuring your App to ensure the security of your data. In addition to Your data, You remain responsible for maintaining the security of Your account, granting and revoking user permissions and access as permitted by the App (including but not limited to administrative and Authorized User permissions), and for all uses of Your account or the App by You and Your Authorized Users.
USE AND CONDUCT RESTRICTIONS
Your permission to use Company’s Site and any App is conditioned upon the following Use Restrictions and Conduct Restrictions: You agree that You will not, and will not permit any Authorized User to, under any circumstances:
Post any information, or use the Site or any App to create or implement any information, that is abusive, threatening, obscene, pornographic, defamatory, libelous, or racially, sexually, religiously or otherwise objectionable and offensive in the opinion of Company management and staff;
Use Company’s Site and Apps for any unlawful purpose or for the promotion of activities that violate the laws of the United States, its states, or any foreign political entity having jurisdiction over this Agreement or your conduct, whether or not the foreign political entity is a country or a subdivision (such as a state or province) or municipality (such as a city, town, county, or region) of a foreign country;
Infringe on anyone’s intellectual property rights, violate anyone’s privacy rights, defame, harass or abuse anyone or any group, impersonate anyone, or otherwise violate the rights of a third party;
Interfere or attempt to interfere with the proper functioning of Company’s Site and Apps, or hack, crack, phish, SQL inject, or otherwise compromise the security or integrity of Company’s Site, Apps, or Services, or those of its partners, or its users’ computers;
Make any unauthorized use of the system, or take any action that We deem to impose or to potentially impose unreasonable or disproportionately large load on Our (or any Partner Platform’s) servers, system and network infrastructures;
Send electronic marketing messages or send of SMS and/or MMS text messages for spam, scams (including phishing), attacks, or other deceptive practices using features within an App;
Bypass any robot exclusion headers or other measures We (or any Partner Platform’s) take to restrict access to Our Site, Apps, or Services, or use of any technology, or device to scrape, spider, or crawl Our website or harvest or manipulate data;
Publish or link to malicious content intended to damage or disrupt another user’s browser or computer;
Forging any TCP/IP packet header or any part of the header information in any e-mail or newsgroup posting;
Transmitting, importing, uploading, or incorporating any financial or medical information of any nature, or any sensitive personal information (e.g., Social Security numbers, driver’s license numbers, birth dates, personal bank account numbers, passport or visa numbers, credit card numbers, passwords and security credentials);
Do anything else which, at the sole discretion of Company, could bring Company into disrepute, or which violates the rights of any person.
User Content is any content that is created, originated, edited, modified, uploaded, or shared by users (including You) in any way and in any form using the Services, whether or not shared publicly or privately, including but not limited to customized data fields and metadata created using the Site, Apps, and Services (“User Content”). You are solely responsible for the User Content that You post, upload, link to or otherwise make available via our Apps. The following rules pertain to User Content. By transmitting and submitting any User Content while using Company’s Site and Apps, You agree as follows:
You are solely responsible for the activity that occurs while using Company’s Site and Apps;
You will not post information that is malicious, false or inaccurate;
You will not share content that is copyrighted or subject to third-party proprietary rights, including privacy, publicity, trade secret, etc., unless You are the owner of such rights or have the appropriate permission from their rightful owner to specifically submit such content; and
You hereby affirm we have the right to determine whether any of Your User Content submissions are appropriate and comply with these Terms of Service and terminate Your account with or without prior notice.
You understand and agree that any liability, loss or damage that occurs as a result of the use of any User Content that You make available or access through Your use of the Service is solely Your responsibility. Company is not responsible for any public display or misuse of Your User Content. Company does not, and cannot, pre-screen or monitor all User Content. However, at its discretion, Company, or technology Company employs, may monitor and/or record Your interactions with the Site and App.
USE OF SERVICE TO SEND COMMUNICATIONS
You acknowledge that (a) you exclusively are responsible for and control the timing, content, and distribution of all telephonic or electronic communications made or initiated to any person or entity in connection with your use of the Service and (b) any such communications are made or initiated only as a result of your actions. You further warrant that all telephonic or electronic communications made or initiated in connection with your use of the Service comply with all applicable state and federal laws, including without limitation the Telephone Consumer Protection Act, before you make or initiate any telephonic or electronic communication through or using the Service.
Notwithstanding anything to the contrary set forth herein or otherwise, ArenaCommerce shall have the right to collect and analyze data and other information relating to the provision, use or performance of the Site and/or Service and related systems and technologies (including information concerning data use, user data and data derived therefrom), and to aggregate and/or anonymize all such data and information. ArenaCommerce will be free at any time to: (i) use such information and data to improve and enhance ArenaCommerce’s services, operations and offerings; and (ii) disclose such data in aggregate or other de-identified form in connection with its business.
Company is not responsible for the accuracy or reliability of any online content or learning features. All information presented on or through the Site and Apps is made available solely for general information purposes. We do not make any statements regarding the accuracy, completeness or usefulness of this information. Any reliance You place on such information is strictly at Your own risk. The Site and Apps includes content provided by third parties, including materials provided by other users and third-party licensors. We are not responsible, or liable to You or any third-party, for the content or accuracy of materials provided by any third parties, which also may be removed at any time without notice.
LINKS AND INTEGRATIONS TO OTHER SITES AND/OR MATERIALS
On the Site or an App, in addition to integrating with a Platform, Company may provide You, for your convenience, with links and/or to other third-party website(s) (“Third Party Sites”) as well as content, integrations or items belonging to or originating from third parties (the “Third Party Applications, Software or Content”). These links are provided as a courtesy to Company’s Users. Company has no control over Third-Party Sites and Third-Party Applications, Software or Content or the promotions, materials, information, goods or services available on these Third-Party Sites or Third-Party Applications, Software or Content. Such Third-Party Sites and Third-Party Applications, Software or Content are not investigated, monitored or checked for accuracy, appropriateness, or completeness by Company, and Company is not responsible for any Third-Party Sites accessed through the Site or any Third-Party Applications, Software or Content posted on, available through or installed from the Site or applications, including the content, accuracy, offensiveness, opinions, reliability, safety, privacy practices or other policies of or contained in the Third-Party Sites or the Third-Party Applications, Software or Content. Inclusion of, linking to or permitting the use or installation of any Third-Party Site or any Third-Party Applications, Software or Content does not imply approval or endorsement thereof by Company. If You decide to leave the Site and access the Third-Party Sites or to use or install any Third-Party Applications, Software or Content, You do so at Your own risk and You should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which You navigate from the Site or relating to any Apps You use or install from Our Site.
DATA PROCESSING ADDENDUM
To the extent that Third Party Applications, Software or Content are integrated into an App and either We or such Third-Party Sites process, use or store end user data collected by You through our Service, We will abide by our Data Processing Lifecycle and Policy and Your use of that Third Party Applications, Software or Content relative to their collection, processing, use and storage of Your end user data will be governed by the applicable terms and policies of those Third-Party Sites.
COPYRIGHT COMPLAINTS AND COPYRIGHT AGENT
(a) Termination of Repeat Infringer Accounts. Company respects the intellectual property rights of others and requests that Users do the same. Pursuant to 17 U.S.C. 512(i) of the United States Copyright Act, Company has adopted and implemented a policy that provides for the termination in appropriate circumstances of users of Company’s Site and Apps who are repeat infringers. Company may terminate access for participants or Users who are found repeatedly to provide or post protected third-party content without necessary rights and permissions.
(b) DMCA Take-Down Notices. If You are a copyright owner or an agent thereof and believe, in good faith, that any materials provided on the Site, Apps, or Service infringe upon Your copyrights, You may submit a notification pursuant to the Digital Millennium Copyright Act (see 17 U.S.C 512) (“DMCA”) by sending the following information in writing to Company’s designated copyright agent at : ArenaCommerce, LLC, _John Carbone, 83 Amherst Street, FL2, Manchester, NH 03101 :
The date of Your notification;
A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
A description of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
Information reasonably sufficient to permit the service provider to contact You, such as an address, telephone number, and/or email address;
A statement that You have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
A statement that the information in the notification is accurate, and under penalty of perjury, that You are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
(c) Counter-Notices.If You believe that Your User Content that has been removed from the Site is not infringing, or that You have the authorization from the copyright owner, the copyright owner's agent, or pursuant to the law, to post and use the content in Your User Content, You may send a counter-notice containing the following information to our copyright agent using the contact information set forth above:
Your physical or electronic signature;
A description of the content that has been removed and the location at which the content appeared before it was removed;
a statement under penalty of perjury that You have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and
Your name, address, telephone number, and email address, a statement that You consent to the jurisdiction of the federal court in New Hampshire and a statement that You will accept service of process from the person who provided notification of the alleged infringement under subsection 17 U.S.C. §512 (c)(1)(C) or an agent of such person.
If a counter-notice is received by Company’s copyright agent, Company may send a copy of the counter-notice to the original complaining party informing such person that it may reinstate the removed content in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may (in Company’s discretion) be reinstated on the Site in 10 to 14 business days or more after receipt of the counter-notice.
LICENSE GRANT FOR USER CONTENT
By creating and/or sharing any User Content via an App, You expressly grant, and You represent and warrant that You have a right to grant, to the Company a royalty-free, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, publicly perform, publicly display, and make derivative works of all such User Content and Your name, voice, and/or likeness as contained in Your User Content, if applicable, in whole or in part, and in any form, media or technology, whether now known or hereafter developed, for use in connection with Company’s Site, Apps, or Services.
You acknowledge and agree that We and Our licensors retain ownership of all intellectual property rights of any kind related to Company’s Site and Apps, including applicable copyrights, trademarks and other proprietary rights. Other products and company names that are mentioned on Company’s Site and Apps may be trademarks of their respective owners. We reserve all rights that are not expressly granted to You under this Agreement.
You retain all right, title and interest in any graphics, video or logos You post using the Services.
We are very proud of our Users. For the period in which You use our Services you grant us a limited license display your logo, trademark and business name solely for the purpose of listing You as a customer on our website and marketing materials.
TERM AND TERMINATION
You may terminate this Agreement by deleting/uninstalling the App.
We may terminate this Agreement at any time without notice in Our sole discretion. In addition, this Agreement will terminate immediately and automatically without any notice if You violate any of the terms and conditions of this Agreement.
Upon termination all rights granted to You under this Agreement will also terminate and You must cease all use of the App.
Termination will not limit any of Our rights or remedies at law or in equity.
EMAIL MAY NOT BE USED TO PROVIDE NOTICE
Communications made through the Company’s Site and App’s e-mail and messaging system will not constitute legal notice to Company or any of its officers, employees, agents or representatives in any situation where notice to Company is required by contract or any law or regulation.
CALIFORNIA CONSUMER NOTICE.
Under California Civil Code Section 1789.3, California users of Company’s services receive the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1020 N Street, #501, Sacramento, California 95814, or by telephone at 1-916-445-1254.
USER CONSENT TO RECEIVE COMMUNICATIONS IN ELECTRONIC FORM
THE SERVICE AND INFORMATION ON THE SITE AND APP, IS PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. FURTHER, ArenaCommerce MAKES NO WARRANTY THAT THE SITE, SERVICE OR SITE CONTENT ARE COMPLETE, SUITABLE FOR YOUR PURPOSE, ACCURATE OR CAPABLE OF INTEROPERATING WITH ANY PARTICULAR INTEGRATION OR THIRD PARTY SERVICES. WITHOUT LIMITING THE FOREGOING, ArenaCommerce EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, REGARDING THE SERVICE INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, SECURITY, ACCURACY AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, ArenaCommerce MAKES NO WARRANTY OR REPRESENTATION THAT ACCESS TO OR OPERATION OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE. YOU ASSUME FULL RESPONSIBILITY AND RISK OF LOSS RESULTING FROM YOUR DOWNLOADING AND/OR USE OF FILES, INFORMATION, CONTENT OR OTHER MATERIAL OBTAINED FROM THE SERVICE. THE ENTIRE RISK AS TO RESULTS OBTAINED THROUGH USE OF THE SITE, SERVICE AND/OR THE SITE CONTENT RESTS WITH YOU AND ArenaCommerce MAKES NO REPRESENTATION OR WARRANTY THAT THE AVAILABILITY OF THE SITE AND OR THE SERVICE WILL BE UNINTERRUPTED, OR THAT THE SITE, SERVICE AND/OR THE SITE CONTENT WILL BE ERROR FREE OR THAT ALL ERRORS WILL BE CORRECTED. SOME JURISDICTIONS LIMIT OR DO NOT PERMIT DISCLAIMERS OF WARRANTY, SO THIS PROVISION MAY NOT APPLY TO YOU.
LIMITATION OF DAMAGES; RELEASE
TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ArenaCommerce, LLC ITS AFFILIATES, DIRECTORS, OR EMPLOYEES, OR ITS LICENSORS OR PARTNERS, BE LIABLE TO YOU FOR ANY LOSS OF PROFITS, USE, OR DATA, OR FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, HOWEVER ARISING, THAT RESULT FROM (A) THE USE, DISCLOSURE, OR DISPLAY OF YOUR USER CONTENT; (B) YOUR USE OF THE SERVICE OR INABILITY TO USE THE SITE, APP, OR SERVICE; (C) THE SITE, APP, OR SERVICE GENERALLY OR THE SOFTWARE OR SYSTEMS THAT MAKE THE SITE, APP, OR SERVICE AVAILABLE; OR (D) ANY OTHER INTERACTIONS WITH ArenaCommerce OR ANY OTHER USER OF THE SITE, APP, OR SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ArenaCommerce HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. OUR TOTAL LIABILITY TO YOU FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY WILL BE LIMITED TO THE AMOUNT YOU PAID FOR THE SERVICE (OR OUR APP) AND IN NO EVENT WILL IT EXCEED THE AMOUNT PAID BY YOU TO COMPANY IN THE TWELVE MONTHS PRIOR TO THE INCIDENT ARISING FROM THE CLAIM. SOME JURISDICTIONS LIMIT OR DO NOT PERMIT DISCLAIMERS OF LIABILITY, SO THIS PROVISION MAY NOT APPLY TO YOU.
If You have a dispute with one or more other Users, You release us (and our owners, officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. If You are a California resident, You hereby release Company, our affiliates, and our officers, directors, employees, agents, successors, assigns, and service providers (including payment card networks) from any and all claims, demands, liabilities, losses and damages of every kind and nature arising out of or in any way connected with such disputes. In addition, You expressly waive the provisions of California Civil Code §1542, which says:
"A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if not known by him must have materially affected his settlement with the debtor."
LOCATION OF SERVICES
Company operates and/or controls the operation of this Site and the Services from offices in the United States, even if mirrored elsewhere. Company makes no representation or warranty that all of the features of this Site or Service will be available to you outside of the United States, or that they are permitted to be accessed outside of the United States. You acknowledge that you are solely responsible for any decision by you to use of this Site and/or the Services from other locations, and that such use may be subject to, and that you are responsible for, compliance with applicable local laws.
If any part of this Agreement is held invalid or unenforceable, that portion of the Agreement will be construed consistent with applicable law. The remaining portions will remain in full force and effect. Any failure on the part of Company to enforce any provision of this Agreement will not be considered a waiver of our right to enforce such provision. Our rights under this Agreement will survive any termination of this Agreement.
You agree that any cause of action related to or arising out of Your relationship with Company must commence within ONE year after the cause of action accrues. Otherwise, such cause of action is permanently barred.