Terms of Service

By using the Website or Services in any manner, you are bound by these Terms of Service, as well as the Incorporated Terms identified below (collectively, the "Terms"). If you do not agree to the Terms, then do not use the Website or Services. If you are accepting these Terms on behalf of a company, organization, government, or other legal entity, you represent and warrant that (a) you are authorized to do so, (b) the entity agrees to be legally bound by the Terms, and (c) neither you nor the entity are barred from using the Services or accepting the Terms under the laws of the applicable jurisdiction.

These Terms are between you and StoreOnCloud LLC. As used in these Terms of Service, "we", "us", "our" and "Stoily" mean StoreOnCloud LLC, and "you" means the Stoily User.

These Terms govern your use of the Website and the Services. Except as otherwise specified, these Terms do not apply to Third-Party Products, which are governed by their own terms of service.

Incorporated Terms

The following documents are part of these Terms (the "Incorporated Terms"): the Acceptable Use Policy, which applies to every use of the Services; the Privacy Policy, which describes how we handle personal data; and, if you turn on the marketplace feature for a store, the Marketplace Operator Terms. If an Incorporated Term conflicts with these Terms on the subject it covers, the Incorporated Term controls for that subject.

Accounts and Eligibility

In order to use the Services, you must register for a Stoily account (“Account”). To complete your Account registration, you must provide us with your full legal name, business name, business address, phone number, a valid email address, and any other information indicated as required. Stoily may reject your application for an Account, or cancel an existing Account, for any reason, at our sole discretion.

You are responsible for keeping your password secure. Stoily cannot and will not be liable for any loss or damage from your failure to maintain the security of your Account and password. If you have any reason to suspect that your account was compromised or that there was unauthorized access to your account, you must notify us immediately.

You hereby represent and acknowledge that anyone accessing your corporate account is acting on your behalf having all required authorizations and consents, and that you remain responsible and liable for any act or omission in connection with such use as if they were yours, including any loss or damage which such use, act or omission may cause.

You must be the older of: (i) 18 years, or (ii) at least the age of majority in the jurisdiction where you reside and from which you use the Services to open an Account. If you do not qualify, please do not use the Services or access the Website.

You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Services, or access to the Services without the express written permission by Stoily. You also agree not to access the Services or monitor any material or information from the Services using any robot, spider, scraper, or other automated means.

Use Restrictions

This is an agreement for Services, and you are not granted a license to any software by these Terms. Except as permitted and non-excludable under applicable law, you will not, directly or indirectly: reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of or included in the Services or any software, documentation or data related to the Services (“Software”); modify, translate or create derivative works based on the Services or any Software; or copy (except for archival purposes), distribute, pledge, assign or otherwise transfer or encumber rights to the Services or any Software; use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party; or remove any proprietary notices or labels.

Intellectual Property

User Content

We do not claim any intellectual property rights over the content you provide to Stoily. All of your content remains yours. When providing content using the Services (directly or indirectly), you grant us a non-exclusive, worldwide, royalty-free, sublicensable (through multiple tiers) right to exercise any and all copyright, trademark, patent, publicity, moral (where permitted), database, and/or other intellectual property rights (collectively, "IP Rights") you have in that content or associated with your store in connection with our provision of the Services, in any media known now or developed in the future.

You represent and warrant that, for all such content you provide, you own or otherwise control all necessary rights to do so and to meet your obligations under these Terms. You represent and warrant that such content is accurate. You represent and warrant that use of any such content (including derivative works) by us, our users, or others in contract with us, and in compliance with these Terms, does not and will not infringe any IP Rights of any third party. To the extent permitted by applicable law, Stoily takes no responsibility and assumes no liability for any content provided by you or any third party.

Stoily Content

The Website and Services, including, without limitation, any and all APIs, source code, Software, documentation, images, video, content, logos, graphics, design and user interface elements, scripts, and other materials contained therein or provided in connection therewith, and all modifications, enhancements, and updates thereto, as well as all IP Rights associated with any of these materials are owned by Stoily and/or its third party sponsors, partners, and suppliers.

Feedback

You may provide us with feedback, ideas and/or suggestions regarding improvements or additions to the Services. If you submit feedback to Stoily, you hereby grant Stoily an irrevocable, perpetual, transferable, non-exclusive, fully-paid-up, royalty-free, worldwide license to use, copy, distribute, reproduce, modify, create derivative works of, adapt, publish, translate, publicly perform, and publicly display such Feedback (or any modification thereto), in whole or in part, in any format, medium or application now known or later developed.

Disclaimer

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND TO THE EXTENT PERMITTED BY LAW WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. IN ADDITION, WHILE STOILY USES ITS BEST EFFORTS TO PROVIDE A GOOD USER EXPERIENCE, WE DO NOT REPRESENT OR WARRANT THAT: (A) THE SERVICES WILL ALWAYS BE SECURE, ERROR-FREE, OR TIMELY; (B) THE SERVICES WILL ALWAYS FUNCTION WITHOUT DELAYS, DISRUPTIONS, OR IMPERFECTIONS; OR (C) THAT ANY CONTENT, USER CONTENT, OR INFORMATION YOU OBTAIN ON OR THROUGH THE SERVICES WILL BE TIMELY OR ACCURATE.

STOILY TAKES NO RESPONSIBILITY AND ASSUMES NO LIABILITY FOR ANY CONTENT THAT YOU, ANOTHER USER, OR A THIRD PARTY CREATES, UPLOADS, POSTS, SENDS, RECEIVES, OR STORES ON OR THROUGH OUR SERVICES. YOU UNDERSTAND AND AGREE THAT YOU MAY BE EXPOSED TO CONTENT THAT MIGHT BE OFFENSIVE, ILLEGAL, MISLEADING, OR OTHERWISE INAPPROPRIATE, NONE OF WHICH STOILY WILL BE RESPONSIBLE FOR.

Limitations of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, STOILY AND OUR MANAGING MEMBERS, SHAREHOLDERS, EMPLOYEES, AFFILIATES, LICENSORS, AGENTS, AND SUPPLIERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR MULTIPLE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM: (A) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES; (B) THE CONDUCT OR CONTENT OF OTHER USERS OR THIRD PARTIES ON OR THROUGH THE SERVICES; OR (C) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR CONTENT, EVEN IF STOILY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Indemnification

You agree to defend, indemnify, and hold Stoily and our parent, subsidiaries, affiliates, partners, officers, directors, contractors, licensors, service providers, employees and agents harmless from any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal fees, arising out of or in any way connected to your negligence; and breach or violation of this Agreement.

Fees and Billing

Stoily offers subscription plans with an included storage quota as described on our Pricing page. Bandwidth is unlimited and is not metered or charged, subject to the Bandwidth and Fair Use paragraph below. Point of sale is included in the Business and Enterprise plans. Subscription fees are billed in advance on a monthly or annual basis depending on the billing cycle you select.

Bandwidth and Fair Use. Bandwidth is unlimited on every plan and carries no per-GB charge. We ask only that use be consistent with operating an e-commerce store. We may contact you to agree a commercial arrangement if traffic from a single account is sustained at a level that materially degrades the service for others, or if the account is used primarily for general-purpose file distribution, streaming or storage unrelated to its storefront. If we cannot agree a commercial arrangement for the usage, we may apply a bandwidth allowance to the account. We will reach out before taking any action under this paragraph, except where immediate action is needed to protect the Service or other customers, or to comply with the law — in which case we may apply an allowance first and contact you promptly afterwards.

Overage Charges. If your storage exceeds the amount included in your plan during a billing cycle, overage charges will apply. Storage overages are billed at $0.10 per GB. Overages are calculated at the end of each billing cycle and charged to your payment method on file.

No Service Interruption. Your store will not be taken offline or throttled if you exceed your included storage. Overage charges ensure uninterrupted service for your customers.

Plan Upgrades. You may upgrade your plan at any time to increase your included storage. Plan upgrades take effect immediately and are prorated for the remainder of your billing cycle.

Marketplace

Where your plan includes the marketplace feature and you turn it on, you operate a marketplace on your store and other sellers may list and sell products through it. The Marketplace Operator Terms apply to that use in addition to these Terms. You alone contract with your sellers and pay them. Seller payouts run through your own Stripe account or other payment processor account. Stoily provides the software and never holds or transfers seller funds. Stoily is not a party to any sale made through your marketplace.

Changes to Terms of Use

You can review the most current version of the Terms of Use at any time at this page.

We may update, change or replace any part of these Terms of Use by publishing a new version on this page. Each published version carries a version number and an effective date, shown at the top of this page, and takes effect on that date. Every substantive change gets a new version number.

When we publish a new version, Account holders to whom these Terms apply will be asked to accept it the next time they sign in. Until you accept a new version, the version you last accepted continues to govern your Account, and continued use of the Service is not a substitute for accepting it.

If you use our website without an Account, the version in effect on this page when you use it applies to that use.

Stoily may change the Fees for the Services from time-to-time. We will provide you with 30 days advanced notice prior to any changes in Fees by sending an email to the Primary Email Account. Stoily will not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Services.

Termination

Stoily may terminate these Terms and/or suspend your right to access or use any portion or all of the Services immediately (including without limitation the right to receive support and update services), at our sole discretion without notice.

Upon termination, you shall immediately cease using the Services.

We shall not be liable for any damage caused to you or any third-party as a result of terminating these Terms or by suspending or otherwise limiting your use of the Services.

Governing Law and Venue

These Terms, and any dispute arising out of or relating to them or to the Services, are governed by the laws of the State of Delaware, USA, without regard to its conflict-of-laws rules. The state and federal courts located in Delaware have exclusive jurisdiction over any such dispute, and you and StoreOnCloud LLC each consent to the personal jurisdiction of those courts.