This Commerce Home Terms of Use Agreement ("CH Agreement") is entered into by and between GoDaddy Payments, LLC (for any payment services in the United States), GoDaddy Payment Services Canada, LLC Canada (for any payment services in the Canada) and Poynt, LLC (for any hardware services) (collectively "GoDaddy Commerce") and you, and is made effective as of the date of your use of the interactive user interface through which a GoDaddy Commerce user may view information about and manage a GoDaddy Commerce account ("Commerce Home") or the date of electronic acceptance. The CH Agreement (i) sets forth the general terms and conditions under which we provide you with access to Commerce Home, your use of Commerce Home and the products and services purchased or accessed through this Commerce Home (individually and collectively, the “Services”) including all hardware, software, application programming interfaces, user interfaces (including Commerce Home), and other technology that GoDaddy Commerce uses to provide and make available the Services (“Commerce Technology”) and (ii) incorporates the GoDaddy Universal Terms of Service Agreement (and any successor versions) ("Agreement"). Services Agreements and additional policies apply to certain Services and are in addition to (not in lieu of) this CH Agreement. In the event of a conflict between the provisions of a Services Agreement and the provisions of this CH Agreement, the provisions of the applicable Services Agreement shall control.

The terms “we”, “us” or “our” shall refer to GoDaddy Commerce. The terms “you”, “your”, “User” or “customer” shall refer to any individual or entity who accepts this CH Agreement, has access to your account or uses the Services. Nothing in this CH Agreement shall be deemed to confer any third-party rights or benefits.

By accessing Commerce Home, you accept the terms and conditions of this CH Agreement. Do not continue to use Commerce Home if you do not agree to comply with this CH Agreement.

1. LICENSE

1. Subject to the terms of this CH Agreement, GoDaddy Commerce grants you a worldwide, non-exclusive, non-transferable, non-sublicensable, royalty-free license during the Term to access and use the Commerce Technology, as long as your access and use is (a) solely as necessary to use the Services; (b) solely for your business purposes; and (c) in compliance with this CH Agreement and any related documentation.
2. Unless otherwise stated, GoDaddy Commerce and/or its licensors own the intellectual property rights for the Commerce Technology and all material on Commerce Home. All intellectual property rights are reserved.

2. SUBSCRIPTIONS

1. Subscription. If you subscribe to receive certain Services as a part of a subscription plan ("Subscription"), this section applies to you.
2. Subscription Term. The term of your Subscription ("Subscription Term") is specified either on within our siteCommerce Home, within your Service description or in your checkout cart. Subscriptions will automatically renew in accordance with the CH Agreement. Except as otherwise specified: (i) you must pay the subscription fees specified in your Subscription; and (ii) you may not downgrade Subscription(s) until the expiration of its applicable Subscription Term. Your Subscription's terms regarding payment, automatic renewal and refunds are described in the Agreement.
3. Subscription Limits. You agree that you will not exceed the usage limits set forth in your Subscription ("Limit"). You can upgrade or purchase additional Subscriptions at any time during the Subscription Term. GoDaddy reserves the right to audit (at least once annually) your account for compliance with applicable Limits throughout the Subscription Term. In the event you exceed your Limit(s), GoDaddy reserves its rights to take action against your account including but not limited to (1) invoicing you for the difference, and/or (2) suspending, limiting or terminating your Subscription accordingly at any time during your Subscription Term. Closure of your access to a Service or your account may result in forfeiture of content licenses, associated content, memberships, and balances associated with the account.
4. Non-Paid Subscriptions. For Subscriptions that provide certain Services for free ("Non-Paid Subscriptions"), you are not required to pay subscription fees and we will make the applicable Service available to you until terminated in accordance with this CH Agreement. However, your use of the Services in Non-Paid Subscriptions is subject to this CH Agreement, and you will continue to be subject to this CH Agreement for as long as you have access to the Service in such Non-Paid Subscription.
5. Miscellaneous.
   1. Subscriptions are provided "as is" and "as available", without any warranties of any kind, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, accuracy, completeness, reliability, or security.
   2. We do not guarantee that Subscriptions will meet your requirements, expectations, or needs, or that it will be uninterrupted, error-free, or free of viruses or other harmful components.
   3. Pricing and Limits for new and legacy Subscriptions may vary in accordance with then-current rates. If a Subscription is terminated for any reason, Pricing and Limits will reset at the then-current rates.
   4. We are not responsible for any loss or damage that may result from your use of or inability to use of a Subscription, or from any unauthorized access, alteration, or deletion of your content or data.

3. USER CONTENT

In these terms and conditions, “Content” shall mean any data, audio, video, text, images or other material you choose to share, migrate to, upload or publish on Commerce Home. You represent and warrant that your Content complies with all applicable laws and regulations and you have obtained, as applicable, all necessary rights and permissions to enable your use of the Content in connection with the Services. By sharing, migrating to, uploading or publishing your Content, you grant GoDaddy a non-exclusive, worldwide irrevocable, sub-licensable license to use, reproduce, adapt, publish, translate and distribute it in any and all media; such license does not require additional consent, notice, or compensation to you or others.

4. PROHIBITED CONTENT

You may not share, migrate, upload or publish any Content that is illegal, infringes upon intellectual property rights, or violates any applicable laws. Content that is discriminatory, harassing, defamatory, or otherwise harmful to individuals or groups is strictly prohibited. Your Content must be your own and must not infringe any third-party's rights. GoDaddy Commerce reserves the right to remove any of your Content from this website at any time without notice.

5. SECURITY MEASURES

You are responsible for ensuring the security of your Content, including protecting sensitive information and maintaining appropriate access controls to the Services including Commerce Home. Any attempts to compromise the security of our platform or other users' data are strictly prohibited.

6. PRIVACY COMPLIANCE

You must respect the privacy of others and shall not upload personally identifiable information (PII) without proper authorization. Compliance with relevant data protection laws and regulations, such as GDPR, is your responsibility and is mandatory.

7. MALICIOUS ACTIVITY

You must not engage in any activities that could compromise the integrity, availability, or performance of Commerce Home, the Services or the Commerce Technology including but not limited to the introduction of malware, viruses, or any other harmful code.

8. MONITORING AND ENFORCEMENT

We reserve the right to monitor Content for compliance with this CH Agreement. Violations of this CH Agreement may result in the removal of Content, suspension of access, or other actions deemed necessary.

9. SERVICE INTERRUPTION, MODIFICATION AND UPDATES

We periodically perform routine website maintenance to optimize the performance of Commerce Home and or the Commerce Technology. As a result, you may occasionally see a posted notification that a particular feature or Service is temporarily unavailable. We generally limit routine maintenance to non-business hours to minimize its potential impact on you. Most routine maintenance is brief, and any Service or feature interruptions it may cause are expected to be resolved promptly. We occasionally perform more significant maintenance or upgrades that require longer times to complete. We try when possible to provide advanced notification and details on Commerce Home regarding such maintenance and the expected duration and service impacts of any such activities. You agree that we are not liable for any losses caused directly or indirectly by routine systems maintenance and associated delays, extraordinary events or conditions beyond our control such as government actions, exchange or market rulings, suspensions of trading, or other third party errors, failures or outages.

GoDaddy Commerce may modify the Services and the Commerce Technology at any time, including adding or removing functionality or imposing conditions on use of the Services and or the Commerce Technology. GoDaddy Commerce will notify you of material adverse changes in, deprecations to, or removal of functionality from, Services or Commerce Technology that you are using. GoDaddy Commerce is not obligated to provide any Updates. However, if GoDaddy Commerce makes an Update available, you must fully install the Update by the date or within the time period stated in GoDaddy Commerce’s notice; or, if there is no date or period stated in the notice, then no later than 30 days after the date of the notice. As used herein “Update” means a modification, feature enhancement or update to the Services or Commerce Technology that requires you to take some action, which may include changing your implementation of the Services or Commerce Technology.

10. DISCLAIMER

To the maximum extent permitted by applicable law, we exclude all representations, warranties and conditions relating to Commerce Home, the Services, the Commerce Technology and the use of Services via Commerce Home. Nothing in this disclaimer will:

1. limit or exclude our or your liability for death or personal injury;
2. limit or exclude our or your liability for fraud or fraudulent misrepresentation;
3. limit any of our or your liabilities in any way that is not permitted under applicable law; or
4. exclude any of our or your liabilities that may not be excluded under applicable law.

The limitations and prohibitions of liability set in this section and elsewhere in this disclaimer: (a) are subject to the preceding paragraph; and (b) govern all liabilities arising under the disclaimer, including liabilities arising in contract, in tort and for breach of statutory duty, except to the extent expressly provided otherwise in this disclaimer.

11. CHANGES TO TERMS OF USE

GoDaddy Commerce reserves the right, at its sole discretion, to modify or replace these terms at any time. Your use of Commerce Home, or the Services after such replacements or modifications have been made shall constitute your acceptance of this Agreement as last revised. If you do not agree to be bound by this Agreement as last revised, do not use (or continue to use) Commerce Home or the Services.