Terms of Service
Welcome to Uvodo! By creating a Uvodo Account (as defined in Section 1) or utilizing any Uvodo Services (as defined below), you signify your consent to be governed by the subsequent terms and conditions (the "Terms of Service").
In the context of these Terms of Service, the terms "we," "us," "our," and "Uvodo" refer to the appropriate Uvodo Contracting Party and "you" pertains to the Uvodo User (if registering for or utilizing a Uvodo Service as an individual) or the business employing the Uvodo User (if registering for or utilizing a Uvodo Service as a business) and any affiliated entities.
Uvodo is an ecommerce and payments platform headquartered in Wilmington, Delaware, United States. Our platform offers a comprehensive commerce solution, empowering merchants to streamline and enhance their online business operations. Uvodo provides a wide array of tools that enable merchants to establish and customize online stores, sell products through various digital channels such as web, mobile, social media, online marketplaces, and other digital platforms (collectively referred to as "Online Services"). Our platform also facilitates various aspects of business management, including inventory, payments, fulfillment, shipping, marketing, advertising, and interactions with both existing and potential customers.
The services offered by Uvodo, including the Online Services, are collectively referred to as the "Service(s)" in these Terms of Service. Any new features or tools integrated into the existing Services will also be governed by the terms outlined in these Terms of Service.
It's essential to read the comprehensive Terms of Service, including any documents referenced within, to fully comprehend your legal obligations. By engaging with Uvodo or any of its services, you express your agreement to these terms. We recommend checking back periodically for updates.
Last Updated: [September 6, 2023]
To access and utilize the services provided by Uvodo, you must create a Uvodo account ("Account"). In order to complete your Account registration, you are required to furnish us with accurate and complete information, including your full legal name, business address, phone number, a valid email address, and any other details indicated as necessary. Uvodo reserves the right to reject your Account application or terminate an existing Account at its sole discretion, for any reason.
To open an Account, you must be either: (i) at least 18 years old, or (ii) the age of majority in your jurisdiction of residence.
You confirm that your usage of Uvodo's Services is for business purposes and not for personal, household, or family use.
By registering for an Account, you acknowledge that the email address you provide during the Account creation process, or any subsequent updates, will serve as the primary method of communication between you and Uvodo ("Email Address"). You must ensure that your Email Address is functional and capable of sending and receiving messages. It is your responsibility to monitor communications from Uvodo via your Email Address.
Safeguarding your password is your responsibility. Uvodo cannot be held liable for any loss or damage resulting from your failure to maintain the security of your Account and password. Additional security measures might be requested by Uvodo at any time, and Uvodo reserves the right to adjust these requirements at its discretion.
Technical support related to Uvodo's Services is exclusively available to registered users. For queries concerning the Terms of Service, please direct your inquiries to Uvodo Support.
By accessing and using Uvodo's Services, you agree not to reproduce, duplicate, sell, resell, copy, or exploit any part of the platform, Services, or access without prior written consent from Uvodo.
You agree not to attempt to circumvent any technical limitations of Uvodo's Services, including but not limited to processing transactions outside of Uvodo's checkout, enabling disabled features, or reverse engineering the platform.
Automated access to Uvodo's Services, including through robots, spiders, scrapers, or other similar means, is prohibited.
You acknowledge that your materials may be transmitted in an unencrypted manner and might undergo changes to adapt to technical requirements during transmission. "Materials" refer to your trademarks, copyrighted content, products or services offered on the platform (including descriptions and prices), photos, images, videos, written content, audio files, code, information, or other data provided by you to Uvodo.
2. Account Activation
2.1 Store Owner
The person who initiates the registration process to access the Uvodo Service and opens an Account will become the primary contracting party ("Store Owner") under the framework of our Terms of Service. This Store Owner is also authorized to utilize any related Account provided by Uvodo in connection with the Service. To ensure clarity, the Store Owner's name (including the legal name of the company if applicable) must be prominently displayed on the Store's website.
If you're registering for the Services on behalf of your employer, your employer assumes the role of the Store Owner. In such cases, you must use an email address issued by your employer and affirm that you possess the authority to bind your employer to our Terms of Service.
Each Uvodo Store can be linked to a single Store Owner. However, a Store Owner can oversee multiple Uvodo Stores. It’s important to note that you agree to use Uvodo Checkout for your store. In this context, "Store" refers to the online store, hosted by Uvodo, or any physical retail location(s) linked to the Account.
2.2 Staff Accounts
According to your Uvodo pricing plan, you have the capacity to create one or more staff accounts ("Staff Accounts") that grant access to other individuals within the Account. These Staff Accounts require complete legal names and valid email addresses. Through Staff Accounts, the Store Owner can regulate permissions and authorize others to operate within their Account while dictating their access level to specific business information (for instance, restricting access to customer data or preventing changes to general store settings).
The Store Owner assumes responsibility for: (a) ensuring that their employees, agents, and subcontractors, including those using Staff Accounts, adhere to these Terms of Service; and (b) any violations of these Terms of Service by the Store Owner's employees, agents, or subcontractors. The Store Owner acknowledges and agrees to their responsibility for fulfilling all obligations stipulated in the Agreement, regardless of whether any such obligations are subcontracted to third parties, including but not limited to any affiliates or subsidiaries of the Store Owner.
Both the Store Owner and users operating under Staff Accounts are collectively referred to as "Uvodo Users."
2.3 Uvodo Checkout
Upon successful completion of Service registration, Uvodo will generate a Uvodo Checkout account using your Email Address.
It is recognized that Cash on Delivery for the "Online store" sales channel and Uvodo Pay for the "Sell via Link" sales channel will serve as your default payment method and gateway. As the Store Owner, it is your sole responsibility to deactivate either payment method or gateway.
2.4 Uvodo Pay
After completing the Service sign-up process, Uvodo Pay and Cash on Delivery will be automatically presented as an accelerated checkout option during your store's checkout process for the "Online store" and "Sell via Link" sales channels respectively. Should you choose to exclude Uvodo Pay from your store, it is incumbent upon you to manage the settings to remove it from the accelerated checkout options via your Uvodo administrative console.
If your customers enable Uvodo Pay, they can make purchases from your Uvodo Store using this option.
By incorporating Uvodo Pay into your Uvodo Store, you acknowledge and agree to abide by the Uvodo Pay Merchant Terms of Service, which may be updated by Uvodo from time to time. Amendments to the Uvodo Pay Merchant Terms of Service will become effective upon posting. Continued usage of Uvodo Pay after changes to the terms indicates your consent to and acceptance of the revised Uvodo Pay Merchant Terms of Service. If you do not agree to any changes, you must remove Uvodo Pay from your store's accelerated checkout options through your Uvodo administrative console.
3. Uvodo Rights
The Uvodo Services encompass a spectrum of features and functionalities. It's important to note that not all Services or features will be universally accessible to all Store Owners, and we are not obligated to provide specific Services or features in any jurisdiction. With the exception of situations prohibited by these Terms of Service or applicable law, we retain the authority to alter the Services or any segment thereof for any reason, at any time, and without prior notice.
Any form of verbal or written abuse, including threats of abuse or retaliation, directed toward any Uvodo employee, member, or officer will result in immediate termination of your Account.
We maintain the prerogative to provide our Services to businesses in competition with yours and offer no assurances of exclusivity. You also recognize and consent that Uvodo employees and contractors may concurrently be Uvodo customers or merchants, and they may engage in competitive activities. However, they are not permitted to use your Confidential Information (as defined in Section 6) for such purposes.
In the event of a dispute concerning the ownership of an Account, we hold the right to request documentation for the purpose of verifying or confirming Account ownership. Such documentation might encompass various forms, such as a scanned copy of your business license, a government-issued photo ID, the last four digits of the credit card on record, or verification of your status as an employee of an entity.
Uvodo reserves the right, based on our sole discretion, to ascertain rightful Account ownership and transfer an Account to the lawful Store Owner. If it proves challenging to reasonably identify the lawful Store Owner, and without prejudice to our other rights and remedies, Uvodo reserves the right to temporarily suspend or deactivate an Account until a resolution is reached between the parties engaged in the dispute.
4. Your Responsibilities
It is acknowledged and agreed upon that you will provide readily accessible contact information, a clear refund policy, and defined order fulfillment schedules on your Uvodo Store.
You understand and agree that the Services do not constitute a marketplace, and any sales agreement formed via the Services is a direct interaction between you and the customer. You bear the status of the seller for all items sold through the Services. You are held accountable for establishing and managing your Uvodo Store, your Materials, the products and services offered via the Services, and all elements of the transactions involving you and your customer(s). This encompassing responsibility includes, but is not restricted to, authorizing customer charges for their purchases, handling refunds, managing returns, facilitating sales or customer support, addressing fraudulent activities, providing necessary legal disclosures, conforming to regulations, addressing alleged or proven violations of relevant laws (including consumer protection laws in any jurisdiction where you market products or services), and compliance with these Terms of Service. You affirm that your Store, Materials, and the goods and services you present through the Services will be accurate, truthful, and comprehensive. Furthermore, they shall not contravene any applicable laws, regulations, or third-party rights. Please note that Uvodo will not assume the role of the seller or merchant of record and will bear no responsibility for your Store or items sold to customers through the Services.
Sole responsibility lies with you for the products or services you make available through the Services. This accountability covers product descriptions, pricing, fees, tax calculations, addressing defects, mandatory legal disclosures, regulatory adherence, promotional content, and overall conformity with applicable laws and regulations.
Your usage of Uvodo Services must align with legal and authorized purposes. During the utilization of the Service, you must avoid violating laws within your jurisdiction (including copyright laws), the laws pertinent to your customers' jurisdiction. You pledge to uphold all relevant laws, regulations, and rules (including obtaining and abiding by any necessary licenses or permits essential for your store's operation and those held by you) throughout your use of the Service and the fulfillment of obligations according to the Terms of Service.
You commit to employing Uvodo Checkout for all transactions linked to your online store. "Uvodo Checkout" refers to the streamlined checkout process provided by Uvodo, which allows customers to input shipping information and payment particulars after adding items to their cart and prior to finalizing an order.
5. Payment of Fees and Taxes
Under the scope of your subscription to Uvodo's Online Service, you are obligated to cover the relevant Subscription Fees for your plan ("Subscription Fees") and any other applicable charges, which include Transaction Fees tied to the value of sales conducted through your Store utilizing Uvodo Pay ("Transaction Fees").
To ensure seamless payment for incurred and recurring Fees, you are required to maintain a valid payment method on record with us. Uvodo will proceed to bill the pertinent Fees to the payment method you've authorized ("Authorized Payment Method"). This will continue until such time as the Services are terminated and all outstanding Fees have been settled. It's essential to note that Uvodo solely charges Transaction Fees related to the use of our native payment method, Uvodo Pay. We do not impose Transaction Fees for third-party payment gateways such as PayPal, Stripe, and Flutterwave. However, users will be subject to Transaction Fees as determined by these third-party payment gateways. Unless stated otherwise, all Fees and charges are denominated in U.S. dollars, and all payments will be processed in U.S. currency.
Subscription Fees are remitted in advance and will be invoiced within 30-day intervals, also referred to as "Billing Dates." Transaction Fees and Additional Fees, at Uvodo's discretion, will be debited periodically. Every Billing Date will include charges for outstanding Fees that have not previously been billed. A detailed invoice will be dispatched to the Store Owner via the Email Address provided.
In cases where we fail to successfully process the Fees within 28 days of the initial attempt, we reserve the right to suspend and revoke access to both your Account and the Services. Reactivation of your Account will occur upon payment of outstanding Fees, in addition to the Fees related to your forthcoming billing cycle. It's important to note that access to your Account or storefront may be restricted during a suspension period. If outstanding Fees remain unpaid for 60 days following the suspension date, Uvodo retains the right to terminate your Account in accordance with Section 12.
Uvodo's platform offers various features, including Uvodo Pay, Uvodo Card, and multiple payment methods to facilitate transactions. Usage of Uvodo Pay and Uvodo Card may involve transaction fees, which will be detailed in the applicable sections. Additionally, other payment methods, including third-party gateways such as PayPal and Stripe, may have their own associated fees determined by those respective services.
The services offered by Uvodo, including the Online Services, are collectively referred to as the "Service(s)" in these Terms of Service. Any new features or tools integrated into the existing Services will also be governed by the terms outlined in these Terms of Service.
You are exclusively accountable for determining, collecting, retaining, reporting, and remitting applicable taxes, duties, fees, surcharges, and supplementary charges arising from any sale on your Uvodo Store or arising from your utilization of the Services. It's essential to recognize that the Services do not function as a marketplace. Any sales contract conducted via the Services constitutes a direct arrangement between you and the customer.
The precise location in the administrative console of your Uvodo Store must be accurately maintained. In cases where you alter jurisdictions, you are obligated to promptly update your location within the administrative console.
Please note that Uvodo does not provide refunds unless there is a technical issue that hinders the proper functioning of our Services. In such cases, Uvodo will evaluate and address the matter in order to ensure a satisfactory resolution.
6. Governing Law and Dispute Resolution
6.1 Governing Law
These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law principles.
6.2 Dispute Resolution
Any disputes arising out of or in connection with these Terms shall be subject to the exclusive jurisdiction of the federal and state courts located in the State of Delaware.
"Confidential Information" refers to any and all data associated with a party's business that isn't publicly available. This includes, but is not limited to, specific business details, technical methods, software, customer records, potential customer details, names, addresses, financial data (including processing fees), product blueprints, sales data, costs, pricing lists, and other undisclosed financial data. Additionally, it encompasses business strategies, marketing information, and other confidential proprietary data, irrespective of whether it's marked as confidential or proprietary. Specifically, for Uvodo, Confidential Information covers all data related to us or the Services that isn't publicly known, including details about our security programs and practices.
Both parties commit to using the other's Confidential Information exclusively as necessary to fulfill their obligations outlined in these Terms of Service, and in line with any other obligations mentioned in these terms, including this Section 6. Each party undertakes to implement reasonable measures—comparable to those safeguarding its own proprietary information—to avoid duplicating, revealing, or employing any such Confidential Information. This is with the exception of (i) necessary sharing with employees, agents, and subcontractors who require access to the information to perform their obligations under these terms, each of whom is bound by confidentiality obligations at least as stringent as those in these terms; or (ii) as required by law, regulation, or a court order from a jurisdiction overseeing the parties and the subject matter in these terms. In the latter case, if legally permissible, the receiving party will promptly notify the disclosing party in writing and make commercially reasonable efforts to ensure that the disclosed information receives confidential treatment. It's important to note that Confidential Information excludes information that the receiving party can demonstrate:
(A) was already public knowledge or in the receiving party's possession at the time of disclosure;
(B) was independently developed by the receiving party without recourse to the other party's Confidential Information and without violating the terms of these Terms of Service; or
(C) was subsequently acquired by the receiving party from a source other than the disclosing party without violating any provision of these Terms of Service.
8. Limitation of Liability and Indemnification
You explicitly comprehend and accept that, in accordance with permissible laws, Uvodo and its suppliers shall not be liable for any direct, indirect, incidental, special, consequential, or exemplary damages. These damages include but are not limited to loss of profits, goodwill, utilization, data, or other intangible losses that stem from the use of, or inability to use, the Service or these Terms of Service (regardless of the cause, including negligence).
You commit to indemnify and protect us, as well as our parent company (if applicable), subsidiaries, affiliates, partners, officers, directors, agents, employees, and suppliers, from any claim or request, including reasonable attorney fees. These claims may arise due to or in connection with: (a) your violation of these Terms of Service or related documents; (b) your contravention of any law or the rights of a third party; or (c) any facet of the transaction between you and your Customer. This includes matters such as refunds, fraudulent transactions, actual or alleged breaches of applicable laws, or your violation of the Terms of Service.
Any breach of the Terms of Service by your affiliates, agents, or subcontractors will be your responsibility and treated as if it were your own breach.
Your use of the Services is solely at your own risk. The Services are provided "as is" and "as available" without any explicit, implicit, or statutory warranty or condition.
Uvodo makes no guarantee that the Services will remain uninterrupted, timely, secure, or error-free.
Additionally, Uvodo does not assure that the results achievable through the Services will be precise or dependable.
Uvodo is not accountable for any of your tax commitments or liabilities associated with the utilization of our Services.
Uvodo does not ensure the quality of any products, services, information, or other materials acquired through the Services. Neither does it guarantee that any errors within the Services will be rectified.
9. Intellectual Property and Your Materials
9.1 Your Materials
We don't assert ownership over the Materials you provide to Uvodo, but we do need certain rights to use them. By using the Services, you grant Uvodo a non-exclusive, transferable, sub-licensable, royalty-free, global right and license to utilize, modify, distribute, display, create derivative works from, and otherwise engage with any Materials you provide in connection with the Services. These rights enable us to operate, provide, and promote the Services as well as fulfill our obligations under these Terms of Service. You confirm that you have the necessary rights to grant this license. You also waive any moral rights in the Materials in favor of Uvodo and acknowledge that this waiver can be invoked by anyone who acquires rights in the materials through Uvodo.
Materials you owned before providing them to Uvodo remain yours, but subject to any rights or licenses granted in these Terms of Service or elsewhere. Removing your Uvodo Store doesn't terminate rights or licenses granted for Materials that Uvodo needs to exercise rights or fulfill obligations that arose during the Term.
Uvodo reserves the right to review and delete any or all Materials submitted to the Services, although we are not obligated to do so.
You also grant Uvodo a non-exclusive, transferable, sub-licensable, royalty-free, global right and license to use the names, trademarks, service marks, and logos associated with your Store ("Your Trademarks") to operate, provide, and promote the Services and fulfill our obligations under these Terms of Service. This license will remain in effect after termination of the Terms of Service, but only to the extent necessary for Uvodo to exercise rights or fulfill obligations arising during the Term.
9.2 Uvodo Intellectual Property
You agree not to use any of Uvodo's trademarks, logos, or service marks, registered or unregistered, including but not limited to "Uvodo," unless authorized in writing by Uvodo. You also agree not to use or adopt marks that could be confusing with Uvodo's trademarks.
Additionally, you shall not purchase, register, or utilize search engine or pay-per-click keywords, trademarks, email addresses, social media names, or domain names (including top-level domains, sub-domains, and page URLs) that include Uvodo's trademarks or terms that could be confusing with them.
You acknowledge that these Terms of Service do not grant you any right to implement Uvodo's patents.
10. Feedback and Reviews
Uvodo appreciates your ideas and suggestions for improving our services. We want to clarify that any feedback you provide, whether directly or on our platform, won't be kept confidential and won't entitle you to compensation. Your feedback grants us the right to utilize and integrate it without requiring further permission. When you submit reviews about third-party services or providers, they should be accurate, respectful, and in compliance with our guidelines. While we retain the right to remove or modify such reviews, please note that we do not actively monitor them.
11. Privacy and Data Protection
12. Term and Termination
The duration of these Terms of Service will initiate upon the completion of your registration for using our Service and will persist until concluded by either us or you, as elaborated below (the "Term").
You hold the right to terminate your Account and conclude these Terms of Service at your discretion by getting in touch with Uvodo Support. The subsequent instructions specified in Uvodo’s response should be followed accordingly.
In addition to other available remedies, we retain the authority to suspend or terminate your Account or these Terms of Service for any reason, devoid of prior notice and at any moment (unless legally mandated). This includes instances where there is suspicion of your involvement in fraudulent activities linked to Service usage, whether determined through conviction, settlement, insurance, escrow inquiry, or any other means. Termination of these Terms of Service does not diminish any rights or responsibilities that emerged before the termination date.
Upon termination of the Services by either party:
Uvodo will halt the provision of Services, and you will lose access to your Account.
Unless otherwise stipulated in these Terms of Service, you are not entitled to any refunds for Fees, whether on a pro-rata basis or otherwise.
Any outstanding balance owed to Uvodo for Services used until the termination date will become immediately payable in full.
Your Uvodo Store will be deactivated.
If you procured a domain name through Uvodo, upon cancellation, the automatic renewal of your domain will cease. Subsequent to termination, you will bear the sole responsibility for managing all aspects pertaining to your domain with the domain provider.
Should there be any pending Fees owed by you at the time of Service termination, you will receive a final invoice via email. Upon full payment of this invoice, no further charges will be incurred.
We maintain the exclusive right, at our sole discretion, to revise or alter any section of these Terms of Service at any given time. In cases where changes to the Terms of Service significantly impact your use of the Services or your rights as stipulated in these Terms of Service, we will offer reasonable advance notice. This will be accomplished by sending an email to the Email Address, conveying notice through the Uvodo administrative console, or through similar means.
Nevertheless, Uvodo reserves the prerogative to enact changes that considerably impact your use of the Services or your rights under these Terms of Service instantaneously under the following circumstances: (i) for legal, regulatory, fraud prevention, or security purposes; or (ii) to curtail products or actions that we deem unsafe, inappropriate, or offensive. Unless stated otherwise in our notice (if applicable), any amendments to the Terms of Service will take immediate effect upon the publication of these updated terms at this location. By persistently accessing or utilizing the Services after we furnish notice, if applicable, or after posting the revised terms, you affirm your acceptance of the changes and grant your consent to abide by the modified Terms of Service. Should you disagree with the revised Terms of Service, discontinuing your access and use of the Services is imperative.
Uvodo holds the right to adjust the Fees associated with the Services periodically. We will provide you with a notice of these Fee changes 30 days in advance. This notification will be facilitated through an email sent to the Email Account, conveyed through the Uvodo administrative console, or by comparable means. Uvodo will bear no responsibility to you or any third party for any alterations, price variations, suspensions, or discontinuations of the Services (or any segment thereof).
14. General Conditions
These Terms of Service, together with the documents they incorporate, form a comprehensive agreement that governs your relationship with Uvodo regarding the use of our Services and your Account. This agreement supersedes any prior agreements, including previous versions of these Terms of Service.
The failure of Uvodo to enforce any right or provision within these Terms of Service will not be deemed a waiver of that right or provision. If any provision of these Terms, including its terms, conditions, and other referenced documents, is determined by a court of competent jurisdiction to be in conflict with the law, that provision will be amended and interpreted to best achieve the goals of the original provision within the extent permitted by law. The remaining provisions of the Terms of Service will remain valid and effective.
Individuals or entities accessing Uvodo Services in accordance with these Terms of Service, unless explicitly specified, do not possess the right to enforce any term of these Terms. This remains true regardless of whether such individuals or entities are identified by name, as part of a class, or fitting a particular description. Notably, this will not impinge on the rights of any permissible assignee or transferee of these Terms.
All the terms and provisions within these Terms of Service will be binding upon and advantageous to the parties mentioned within the Terms of Service, their heirs, successors, authorized assignees, and legal representatives. Uvodo reserves the right to assign these Terms of Service without prior notice to you or consent from you. You do not possess the right to assign or transfer the Terms of Service, or any rights or responsibilities you have herein, to any third party without Uvodo’s prior written consent, which will be granted or withheld based on Uvodo’s sole judgment.
Should any provision or part of a provision within these Terms of Service be deemed invalid, illegal, or unenforceable for any reason, such invalidity, illegality, or unenforceability will not affect any other provision (or the unaffected portion of the provision) within the Terms of Service. The Terms of Service will be interpreted as if the invalid, illegal, or unenforceable provision, or part of the provision, had never been included.
15. Changes to Terms
We reserve the right to update or modify these Terms at any time. You are responsible for reviewing the Terms regularly to ensure your continued compliance.