Last Revised: November 30, 2022
Welcome, and thank you for your interest in PageFly - a page builder application on Shopify (the ‘App’) and our website at https://www.pagefly.io, along with our related websites, networks, applications, and other services provided by us, our subsidiaries and our affiliates (collectively, the “PageFly Service" or “Service”).
These Terms of Service are a legally binding contract between you and SELLERSMITH TECHNOLOGY., JSC d/b/a PageFly (collectively, “PageFly”, “we,” or “us”) regarding your use of the Service. Please read these terms carefully, and keep a copy of them for your reference if possible.
In this Agreement, "you," "your" and "Customer" will refer to you. If you are visiting, using or registering for any PageFly Service on behalf of an entity or other organization, you are agreeing to these Terms for that entity or organization and representing to PageFly that you have the authority to bind that entity or organization to these Terms (and, in which case, the terms "you", "your" and "Customer" will refer to that entity or organization).
If You choose to provide input and/or suggestions regarding problems with or proposed modifications or improvements to the Service (“Feedback”), then You hereby grant PageFly an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to freely use and exploit the Feedback in any manner and for any purpose, including to improve the Service and create other products and services.
PageFly may revise these Terms from time to time. If PageFly does revise these Terms, the revised Terms will supersede prior versions, the new Terms will be effective immediately upon posting on the effective date indicated in the new Terms, as applicable, and apply to any continued or new use of the Services. Your continued access or use of the PageFly Service constitutes your acceptance of any revisions. If you don't agree to the revisions, you must immediately leave PageFly Websites and discontinue all use of the PageFly Service.
We are constantly innovating and finding ways to provide our users with new features and services. Therefore, we may, without prior notice, change the Service, add features, stop providing the Service or features of the Service to you or to users generally, or create usage limits for the Service. We may permanently or temporarily terminate, downgrade, suspend, or prohibit your access to the Service without prior notice and liability for any or no reason, including if, in our sole determination, you violate any provision of this Agreement. You may discontinue or terminate your use of the Service at any time.
Customers will pay PageFly the fees set forth in PageFly's standard pricing plan, as may be updated from time to time, or any other order forms for the PageFly Service ordered by you and accepted in writing by PageFly. PageFly may change the terms of its pricing plan at any time by updating the pricing plan web pages on its website located at https://pagefly.io/ (the "Site"). Customer is responsible for checking the Site for any updates to the applicable pricing plan. All changes to PageFly’s pricing plan will be effective upon Customer's next app installations. All fees are due and payable as part of Shopify's 30-day subscription billing period. However, PageFly Service has a separate 30-day billing cycle, which impacts the charges you will see on your Shopify bill. Payment obligations are non-cancelable and non-pro-ratable for partial months, and fees paid are non-refundable, except as expressly set forth herein. Customer is solely responsible for collecting and paying any fees associated with transactions between Customer's end users and Customer. PageFly, at its sole discretion, may make promotional offers with different features and pricing to any of PageFly's customers. These promotional offers, unless made to You, will not apply to the Service we provide to You or these Terms as between PageFly and You.
All amounts and fees stated or referred to in this Agreement are exclusive of taxes, duties, levies, tariffs, and other governmental charges (collectively, "Taxes"). Customer shall be responsible for payment of all Taxes and any related interest and/or penalties resulting from any payments made hereunder, other than any taxes based on PageFly’s net income.
Certain features and functionalities within the Service may allow You and Your customers to interface or interact with, access, use, and/or disclose information to compatible third-party services, products, technology and Content (collectively, “Third-Party Services”) through the Service. PageFly does not provide any aspect of the Third-Party Services and does not assume any liability arising in connection with any use of such Third-Party Services, including any compatibility issues, errors, or bugs in the Service or the Third-Party Services that may be caused in whole or in part by the Third-Party Services or any update or upgrade thereto. We are solely responsible for maintaining the Third-Party Services and obtaining any associated licenses and consents necessary for You to use the Third-Party Services in connection with the Service.
Any and all use of such Third Party Services shall be done solely at your own risk and responsibility, and may be subject to such legal and financial terms which govern such Third Party Services, which you are encouraged to review before engaging with them.
The Service may also contain links to third-party websites. Linked third party websites are not under PageFly’s control, and PageFly is not responsible for their content.
Certain features of the Service may permit You to upload content to the Service, including photos, video, images, data, text, and other types of works (“Content”) and to publish Your Content on the Service. You retain any copyright and other proprietary rights that You may lawfully hold in Your Content.
By uploading or otherwise publishing or providing Content to or via the Service, You grant PageFly a worldwide, non-exclusive, royalty-free, fully-paid right and license (with the right to sublicense) to host, store, transfer, display, perform, reproduce, process, or modify for the purpose of formatting for display, and distribute such Content, in whole or in part, in any media formats and through any channels now known or hereafter developed.
PageFly disclaims any and all liability in connection with all Content that You upload or otherwise publish or provide to or via the Service. You are solely responsible for all Content that You upload or otherwise publish or provide to or via the Service and the consequences of uploading or otherwise publishing or providing such Content to or via the Service. By uploading or otherwise publishing or providing any Content to or via the Service, You affirm, represent, and warrant that:
We are under no obligation to edit or control Content that You or other users post or publish, and are not and will not be in any way responsible or liable for such Content. PageFly may, however, at any time and without prior notice, screen, remove, edit, or block any Content that we determine in our sole discretion violates these Terms or is otherwise objectionable. You understand that when using the Service, You will be exposed to Content from a variety of sources and acknowledge that such Content may be inaccurate, offensive, indecent, or objectionable. You agree to waive, and do hereby waive, any legal or equitable right or remedy You have or may have against PageFly with respect to such Content. If PageFly is notified by a user or Content owner that such Content allegedly does not conform to these Terms, we may investigate the allegation and determine in our sole discretion whether to remove the Content, which we reserve the right to do at any time and without notice. For clarity, PageFly does not permit copyright-infringing activities in connection with the Service.
You agree to comply with all applicable laws and regulations applicable to Your use of the Service, including, but not limited to, any and all requirements and obligations under applicable automatic renewal and data protection laws and regulations.
Roles: For the purposes of this Agreement, PageFly is acting as a “service provider” to you, and you are a “customer” of the Service, regardless of whether you pay fees to obtain the Service. Any natural persons accessing or using your Content are deemed your “End Users.” You agree that PageFly does not have a direct relationship with any of your End Users and PageFly is not responsible for how you process or otherwise handle any End User information. You acknowledge and agree that you are solely responsible for (1) providing any required notices and (2) obtaining all End User consents required under applicable data protection and marketing laws.
Applicable laws: You may have additional obligations under local law other than those described in these Terms, particularly if you or your End Users are located outside of the United States. Such obligations may be more restrictive than these Terms. Use of the Service does not ensure compliance with such laws, nor is PageFly responsible for your compliance with such laws.
Security safeguards: You will use all reasonable efforts to protect information collected from End Users via your use of the Service, including any personal information obtained from unauthorized access or use of your Account. You are solely responsible for configuring and implementing security controls to properly manage and secure your website cookies, website headers, DNS configurations, and subdomains, as well all similarly related web attributes. In the event you discover that any End User information collected by you has been breached, compromised, or inadvertently exposed to non-authorized third parties, you shall notify PageFly promptly of such a breach or exposure including the root cause, remediation steps, and compensating controls to ensure such a breach does not occur in the future.
Security notification: You are responsible for providing any applicable notices to your End Users, third parties, or authorities under any applicable data breach notification statutes and related laws. You acknowledge and agree that you are solely responsible for any losses, personal injury, or property damage to End Users arising from or relating to your use of the Service.
Privacy: As set forth above, you acknowledge and agree that you are solely responsible for providing any required notices and obtaining all required consents from End Users in connection with your use of the Service. Your notice and consent must be compliant with all applicable data protection and security laws and regulations. Without limiting the foregoing, before collecting or using any End User information, you must provide adequate notice of the End User information you collect, how it will be used and/or shared, and obtain any necessary consents required under the applicable data protection laws and regulations. You agree to comply with all applicable data protection laws and regulations (including those applying to personal information) in connection with your access and use of the Services. You will respond to any End Users wishing to exercise their privacy rights, under the applicable law, as it relates to any information collected via your use of the Services. For example, if End Users located in certain jurisdictions may exercise a “right to be forgotten” (or “erasure”) to the information you have collected about them, you shall comply with their request as required by applicable law. For clarity, you (or, the “data controller”) are directly responsible for the End User information you instruct PageFly to process when you use the Service, including any information you instruct a third-party application (made available via the Service), to process. PageFly is not a data controller of End User information and is not responsible for responding to End Users on your behalf. To the extent PageFly receives a request from an End User or authority about your use of the Service, PageFly will notify you in compliance with or as permitted by law. To the extent that PageFly processes personal information of your End Users, PageFly does so as a “data processor” or “service provider” under applicable data protection law. If applicable, PageFly shall process your End Users’ personal information in accordance with our Data Processing Addendum, which is hereby incorporated by reference.
BY USING THE SERVICE YOU AGREE NOT TO:
All rights, title and interest in and to the PageFly, including any and all copyrightable materials or any other content thereof which is or may be subject to any intellectual property rights under any applicable law (including any artwork, graphics, images, website templates and widgets, literary work, source and object code, computer code (including html), applications, audio, music, video and other media, designs, animations, interfaces, documentation, derivatives and versions thereof, the “look and feel” of the App, methods, products, algorithms, data, interactive features and objects, advertising and acquisition tools and methods, inventions, trade secrets, logos, domains, customized URLs, trademarks, service marks, trade names and other proprietary identifiers, whether or not registered and/or capable of being registered (collectively, “Intellectual Property”), and any derivations thereof, are owned by and/or licensed to PageFly.
The PageFly Terms do not convey any right or interest in or to PageFly’s Intellectual Property (or any part thereof), except only for the limited license expressly granted above. Nothing in the PageFly Terms constitutes an assignment or waiver of PageFly’s Intellectual Property rights under any law.
You will not modify, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works, or in any way exploit any of the content, in whole or in part, found on the products or related services. The app content and other works by PageFly are not for resale. Your use of PageFly Service does not entitle you to any unauthorized use of any protected content, and in particular you will not delete content solely for your personal use, and will make no other use of the content without the express written permission of PageFly and the copyright owner. You agree that you do not acquire any ownership rights in any protected content. We do not grant you any licenses, express or implied, to the intellectual property of the PageFly Service or our licensors except as expressly authorized by these Terms.
Additionally, if: (a) you are established in the European Economic Area (EEA); (b) you provide goods or services to customers in the EEA; or (c) you are otherwise subject to the requirements of the EU General Data Protection Regulation, PageFly’s collection and use of personal information of any European residents is also subject to our Data Processing Addendum.
Otherwise, if you are established in California and / or collects, shares, or sells California consumers' personal data; or you are subjected to the requirements of California Consumer Privacy Act, PageFly’s collection and use of personal information is also subject to our California Consumer Privacy Act Addendum.
You agree to indemnify, defend and hold harmless the app, its officers, directors, employees, agents and third parties, for any losses, costs, liabilities and expenses (including reasonable attorney’s fees) relating to (i) your Content, Campaigns, or Sites, (ii) your use of the Service, (iii) your violation of any laws or regulations, (iv) your violation of any third-party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right, (v) any dispute or issue between You and any third party in connection with these Terms or the Service, (vi) any misrepresentations made by you, or (vii) a breach of any representations or warranties you’ve made to us. PageFly reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with the app in asserting any available defenses.
To the fullest extent permitted by law in each applicable jurisdiction, PageFly, its officers, directors, shareholders, employees, affiliates and/or agents shall not be liable to you for any direct, indirect, incidental, special, punitive, exemplary or consequential damages whatsoever, including any damages resulting from (1) errors, mistakes, or inaccuracies of or in any content; (2) any personal injury or property damage related to your use of the PageFly Service; (3) any unauthorized access to or use of our servers and/or any personal information and/or other information stored therein; (4) any interruption or cessation of transmission to or from the PageFly Service; (5) the use or display of any Content or User Content posted, emailed, transmitted, or otherwise made available via the PageFly Service; (6) events beyond the reasonable control of PageFly, including any internet failures, equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, floods, storms, earthquakes, explosions, acts of God, war, terrorism, intergalactic struggles, governmental actions, orders of courts, agencies or tribunals or non-performance of third parties; and/or (7) loss of use, data, profits, goodwill, or other intangible losses, resulting from the use or the inability to use any or all of PageFly Service.
In any calendar month, the total liability of PageFly and our third-party providers, licensors, distributors, or suppliers to you arising out of or relating to the Agreement - whether in contract, tort (including negligence), breach of statutory duty, or otherwise - will be no more than what you paid us for the Service the preceding month prior to the event or circumstances giving rise to the applicable claim.
For the avoidance of doubt, in no instance will we or our Team be liable for any losses or damages you suffer if you use the Service in violation of these Terms, regardless of whether we terminate or suspend your account due to such violation.
Except as expressly stated in these Terms, the Service is provided as-is and we don’t provide warranties, conditions, or undertakings of any kind in relation to the Service, either express or implied. This includes, but isn’t limited to, warranties of merchantability and fitness for a particular purpose, data loss, merchantability, or non-infringement or any warranties with respect to the accuracy, reliability, or availability of any content or information made available in or through the Service, which are, to the fullest extent permitted by law, excluded from the Agreement. Since Members use the Service for a variety of reasons, we can’t guarantee that it’ll meet your specific needs.
You may terminate your account at any time by deleting the PageFly Service from your Shopify store that has integrated the PageFly Service. PageFly reserves the right, in its sole discretion, to terminate your access to the Site and the related services or any portion thereof at any time, without notice. Note that no refund will be provided in the event of any suspension or termination of your account.
Upon termination of this Agreement or your account, Customer will discontinue any further use of the PageFly and all rights and obligations will immediately terminate, except that any terms or conditions that by their nature should survive such termination will survive, including the terms and conditions relating to payment, proprietary rights, confidentiality, disclaimers, indemnification, limitations of liability and termination.
Visiting the main site (https://www.pagefly.io), the Help Center (https://help.pagefly.io) or sending emails to the app - PageFly team constitutes electronic communications. You consent to receive electronic communications and you agree that all agreements, notices, disclosures and other communications that we provide to you electronically, via email and on the Site, satisfying any legal requirement that such communications be in writing.
The PageFly Service is controlled, operated and administered by PageFly from our office within Vietnam. If you access the PageFly Service from a location outside Vietnam, you are responsible for compliance with all local laws. You agree that you will not use the app Content in any country or any manner prohibited by any applicable laws, restrictions or regulations
The PageFly Terms, and your use of the PageFly Service, do not, and shall not be construed to create any partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between PageFly and you.
Neither you nor PageFly may assign, transfer, or sublicense this Agreement or any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld); provided, however, that PageFly may assign the Agreement in its discretion to an Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.
The PageFly Terms, the rights and remedies provided hereunder, and any and all claims and disputes related hereto and/or to the PageFly Service, their interpretation, or the breach, termination or validity thereof, the relationships which result from or pursuant to the PageFly Terms, or any related transaction or purchase, shall be governed by, construed under and enforced in all respects solely and exclusively in accordance with the internal substantive laws of Vietnam, without respect to its conflict of laws principles.
Any and all such claims and disputes shall be brought in, and you hereby consent to them being decided exclusively by a court of competent jurisdiction located in Vietnam.
Subject to any applicable law, all disputes between you and PageFly shall only be resolved on an individual basis and you shall not have the right to bring any claim against PageFly as a plaintiff or a member of a class, consolidated or representative actions (or any other legal proceedings conducted by a group or by representatives on behalf of others).
To the maximum extent permitted by law, this agreement is governed by the laws of Vietnam and you hereby consent to the exclusive jurisdiction and venue of courts in Vietnam in all disputes arising out of or relating to the use of the PageFly Service.
If we don’t immediately take action on a violation of these Terms, we’re not giving up any rights under the Terms, and we may still take action at some point.
The Agreement represents the entire agreement between you and us with respect to the subject matter addressed herein and supersedes all prior to contemporaneous agreements or understandings, written or oral. The Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and lawful assigns.