Binding Contract
These Use Terms are a contract between you and us and govern your CommerceBird Service use. Agreeing to these Use Terms is a condition of any CommerceBird Service use. You signify your agreement to these Use Terms and are legally bound by them from the date on which you:

• Click to accept or agree to these Use Terms where CommerceBird presents an option to do so, either on the Website or otherwise; or
• Use the Services in any way, in which case you understand and agree that your CommerceBird Service use will signify your acceptance of these Use Terms from the moment you first begin to use the CommerceBird Service.

This is version 2.0 of these Use Terms and their effective date is 2020–06-06.
CPA Application
A “transaction” (as defined in the CPA) between you and us may or may not fall under the provisions of the CPA depending upon whether certain of our Customer’s threshold values are below a certain value at the time the transaction is entered into.
The threshold values relate to a Customer’s asset value or annual turnover, and the value against which they are measured is as determined by the Minister of Trade and Industry by publication in the Government Gazette from time to time.
Our duties towards you may vary depending upon whether the transaction in question is subject to the CPA, and we will rely on information you give us in order to determine whether the CPA applies. Consequently:

• You warrant that any statement you make to us regarding relevant threshold values is accurate.
• We may require you to provide us with the supporting financial statements as proof of any threshold values which you may represent as being below the relevant values, or in the event it appears that the CPA applies to our contract with you in the form of these Use Terms.
• You agree that we may hold you liable for any losses we sustain as a result, if you misrepresent any threshold values and we are subsequently penalized as a result of our reliance on your misrepresentations.

Amendments
You agree that we may, in our sole discretion, amend these Use Terms at any time, in any way and from time to time. We will publish details of our proposed amendments to these Use Terms in a notice to this effect on our Website. This notice will identify the specific amendments we propose making to these Use Terms and the date on which these proposed amendments will become effective.
You agree that such a notice will be adequate notice of the proposed amendments and that these amendments shall automatically come into effect on the date specified in this notice. You further agree that it is your responsibility to review these Use Terms regularly in the event that we do publish a notice of proposed changes. Your continued use of the CommerceBird Service (except where your continued use of CommerceBird Service is permissible in terms of, for example, specific licenses) will be subject to you agreeing to the amended Use Terms.
Interpreting these Use Terms
These Use Terms contains a number of words and phrases which have specific meanings and most of which are capitalised. The Glossary, below, contains many of these words and phrases (others are set out in these Use Terms’ body and are designated by terms in quotation marks).
We also apply certain rules when interpreting these Use Terms and the Interpretation Guide, which sets out these rules, is below.
Duration
These Use Terms shall continue to bind you for so long as you make use of CommerceBird Service.
Effects of Termination
In the event these Use Terms are terminated for any reason whatsoever, the following clauses shall survive termination and continue to bind you:

• Fees;
• Liability;
• Breach;
• Governing Law and Jurisdiction; and
• Domicilium and Notices.

The CommerceBird Service
Our Website details the CommerceBird Service which, broadly, comprises the following components:

• Products;
• Support Service;
• Content;
• Related Software Products.

We grant you a limited and non-exclusive right to use the CommerceBird Service (subject to any other applicable licenses such as the GPL) solely for the purposes which the CommerceBird Service is intended for and as permitted by the licenses applicable to the CommerceBird Service components. This right is not transferable to any other person unless we agree.
You agree that, except where the nature of the CommerceBird Service requires otherwise, each component of the CommerceBird Service constitutes a separate and distinct service, and we are not necessarily obliged to render two or more components of the CommerceBird Service as a single, indivisible service.
Products
Our products are licensed under the GPL (click here to find out more about the GPL).
When you purchase paid Products, you will receive access to a Support Service for those Products for a period of one year. You may renew the Support Service for your paid Products on the anniversary of your paid Products’ purchase. For more information about the Support Service, read below.
Support Service
As we pointed out above, when you purchase paid Products, you will receive access to a Support Service developed to support the specific paid Products you have purchased. The Website contains more information about the specific Support Service you receive with each paid Product purchase. The corresponding Support Service is valid for 1 year from the date of your purchase, regardless of which paid Product you purchase, after which time the Support Service will come to an end.
Support Services are only available to you and you may not transfer them to any other person without our express, written consent. We may refuse to give consent for this at our discretion.
We may need temporarily access to your website admin environment and other platforms dependent of the plugin to debug an issue for example. By failing to comply, we will suspend support until the required access is provided from your end.
Content use
CommerceBird grants users a Content License in respect of CommerceBird’ Intellectual Property which forms part of the Services.
To the extent that any copying, reproduction, distribution, transmission, display, broadcasting or publishing of any Content is expressly permitted (such permission to be interpreted in its most restrictive sense) users may do so, provided that all trademarks, trade names and all copyright, ownership, proprietary and confidentiality notices included on or in relation to the Content are retained and displayed without alteration or modification and not in any manner obscured or removed.
Users are further required, as a condition of this Content License, to clearly and expressly attribute CommerceBird as the Content’s source.
Users acknowledge that they do not acquire any ownership rights or rights to use the Content except where explicitly permitted to do so. In the event CommerceBird revokes the Content License, users may no longer use the Content.
Changes to the Services
We may change any aspect of the CommerceBird Service on written notice to you. These changes may include discontinuing aspects of the CommerceBird Service or the CommerceBird Service in its entirety. In the event we do make any changes to any aspect of the CommerceBird Service, we will publish updated CommerceBird Service information which shall detail the –

• proposed changes to the CommerceBird Service; and
• the date on which these proposed changes shall be implemented.

Changes to the CommerceBird Service may, at our sole discretion, require consequential changes to fees payable for and delivery timeframes applicable to the aspects of the CommerceBird Service affected by the changes. We will similarly notify you of any such changes to fees payable or delivery timeframes.
Fees
Subscription fees are payable in advance. By purchasing a Subscription, you authorize us to charge your payment method immediately and on a pre-pay basis for the Subscription period indicated. We may, in our sole discretion, suspend any aspect of the CommerceBird Service which you have not paid for.
To avoid a potential disruption to your Subscriptions, we offer automatic renewal, and it is enabled by default for all purchases. Unless you notify CommerceBird before the end of the applicable Subscription period that you want to cancel, your Subscription will automatically renew, and you authorize us to collect the then-applicable monthly or annual fee (which may change) for such Subscription (as well as any taxes that CommerceBird has the legal obligation to collect or pay) using any credit card or other payment mechanism we have on record for you. To cancel, you can remove your credit card from the My Account page.
Refund
We stand behind our products and your satisfaction with them is important to us. However, because our products are digital goods delivered via internet download we offer no refunds.
Without detracting from any of our rights, you agree that we are entitled to discontinue any aspect of the Subscription you may be using if you fail to pay any amount when it falls due or if you breach these Use Terms. In the event we incur expenses to recover amounts you owe us, you further agree that we may recover our legal costs on the attorney and own client scale, collection charges and tracing fees, and any applicable VAT.
Registration
You may be required to register on the Website in order to make use of the CommerceBird Service. Once registered, you will be able to log into your account using your email address and password.
You may not impersonate another person and you are required to associate your real identity with your account.
We collect your personal information through the Website’s registration form in order to successfully complete the registration process. We process personal information in terms of the Data Protection Policy.
You warrant that your personal information which you submit to us is accurate, current and complete. You also confirm that you have read and understand the Data Protection Policy.
You agree that we may deny you use of the CommerceBird Service should you breach your warranty or subsequently be found to have breached this warranty. We may take steps to verify your personal information once you have completed the requisite registration process for the CommerceBird Service and these steps may include, and are not limited to, email verification. You agree to submit to this verification process and irrevocably consent to us gaining access to relevant information held by 3rd Parties which may be reasonably required to complete the verification process. You acknowledge and agree that your access to the CommerceBird Service may be limited until this verification process has been successfully completed.
Should you not agree to our verification process or withhold your consent to us processing your personal information, your CommerceBird Service use may be suspended or terminated.
Without limiting our liability limitation provisions below, you waive any claims you may have against us or our Associates in the event we deny you use of the CommerceBird Service where you have breached these Use Terms or otherwise failed to fulfil your obligations to CommerceBird.
Passwords and Account Security
You agree that the security of their CommerceBird Service user account is solely your responsibility. You further agree that –

• you are responsible for maintaining and promptly updating personal information and any other information you submit to us, keeping it accurate, current and complete;
• if you believe your CommerceBird Service user account’s security or integrity has been compromised in any way, you agree to notify us immediately and that you will be liable for any Losses you suffer should you fail to notify us timeously;
• we reserve the right to suspend your CommerceBird Service pending an investigation and resolution if any security violations are believed to have occurred in association with your CommerceBird Services user account.

Your Privacy
For information about our data protection practices, please read the Data Protection Policy. This policy explains how and under what conditions we will process your personal information, and protect your privacy, when you use the CommerceBird Service.
You agree that we may process your personal information in accordance with the Data Protection Policy.
Warranties
Save as expressly set out in these Use Terms, we do not make any representation or give any warranties whatsoever in respect of the CommerceBird Service.
If you are not, factually or legally, authorised to bind another person as our Customer to these Use Terms, you agree that you will be personally liable to CommerceBird for any amounts due to us in terms of these Use Terms or otherwise as a consequence of using the CommerceBird Service in the event the legal entity concerned refuses or fails to pay any amounts which are due to us and as if you contracted with us for your personal CommerceBird Service use.
Liability
Disclaimers and Limitation of Liability
To the fullest extent permissible by law, we disclaim all warranties of any kind, whether express or implied in respect of the CommerceBird Service and you use the CommerceBird Service at your own risk.
You agree that neither we or our Associates shall be liable for any Losses which you may sustain however arising and whatever the cause, in particular pursuant to your or any 3rd Party’s use of, access to and/or interference with the CommerceBird Service.
You also agree that our liability to you pursuant to these Use Terms shall furthermore be limited to the total amount of the fees you paid for your CommerceBird Service use.
Indemnity
You and any 3rd Parties using the CommerceBird Service or Website indemnify us and our Associates from any Losses, which may arise as a result of your or the 3rd Party’s unlawful conduct, wilful misconduct and/or gross negligence.
Maintenance and Repair
You acknowledge that from time to time the CommerceBird Service may be suspended, either in part or as a whole, for maintenance, repair and improvements. We agree, wherever reasonably possible, to give twenty-four (24) hours notice of suspension of the CommerceBird Service affected by the proposed suspension.
Save as set out elsewhere in these Use Terms or the Support Policy, we shall not be liable for any Losses which may be sustained as a result of the suspension of the CommerceBird Service, where applicable.
Rights Infringements
If any person is of the view that his, her or its rights have been infringed through unlawful CommerceBird Service use by any person, that person may address a complaint to CommerceBird which satisfies the following requirements and/or sets out the following information:

• the full names and address of the complainant;
• the written or electronic signature of the complainant;
• identification of the right that has allegedly been infringed;
• identification of the material or activity that is claimed to be the subject of unlawful activity;
• the remedial action required to be taken by CommerceBird in respect of the complaint;
• telephonic and electronic contact details, if any, of the complainant;
• a statement that the complainant is acting in good faith;
• a statement by the complainant that the information in the take-down notification is to his or her knowledge true and correct.

Notifications must be addressed to:
CommerceBird Abuse
Email: info@roadmapstudios.com
We will investigate the complaint on receipt of a complete and properly formulated complaint notice and will take appropriate action, where necessary. Such action may include, but is not limited to, removing offending Content and/or taking appropriate steps against offending users or Customers, where appropriate. We may not be able to, or it may not be appropriate for us to, respond to or act on every complaint.
Breach
Subject to any other provision of these Use Terms providing for the remedy of any breach of any provision of these Use Terms, should either Party (“the Offending Party”) commit a breach of any provision of these Use Terms and fail to remedy such breach within 10 days of receiving written notice from the other Party (“the Aggrieved Party”) requiring the Offending Party to do so, then the Aggrieved Party shall be entitled, without prejudice to its other rights in law to:

• Cancel these Use Terms, provided the breach in question is a material breach going to the root of these Use Terms; or
• Claim specific performance of all of the Offending Party’s obligations whether or not due for performance

in either event without prejudice to the Aggrieved Party’s right to claim damages.
Either Party shall be entitled to summarily terminate these Use Terms in the event of the other Party being placed in liquidation or under judicial management, whether provisionally or finally, or in the event of the other Party entering into a compromise with its creditors generally. All amounts due by the other Party in terms of these Use Terms shall, in the circumstances contemplated in this clause, immediately become due and payable to the prejudiced Party.
Governing Law and Jurisdiction
These Use Terms shall be governed in all respects by and shall be interpreted in accordance with Dutch Law and you consent and submit to the jurisdiction of the Amsterdam High Court, The Netherlands.
You consent to the jurisdiction of the Regional Court and the Magistrates Court in respect of any claim arising out of or pertaining to these Use Terms or the CommerceBird Service even though any claim you may have against us exceeds the monetary jurisdiction of the Regional Court or the Magistrates Court, as the case may be.