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These terms and conditions of use are entered into by and between You and Framework Labs & Marketing Inc. (“Company,” “we,” or “us”). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, “Terms of Use”), govern your access to and use of SMART THEME, including any content, functionality, and services related thereto.
THE COMPANY PROVIDES SMART THEME SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THE TERMS OF USE AND ON THE CONDITION THAT YOU ACCEPT AND COMPLY WITH THEM. BY CLICKING THE “ACCEPT” BUTTON YOU (A) ACCEPT THESE TERMS OF USE AND AGREE THAT YOU ARE LEGALLY BOUND BY THEIR TERMS; AND (B) REPRESENT AND WARRANT THAT: (I) YOU ARE OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT] AND (II) IF YOU ARE ACCEPTING ON BEHALF OF A CORPORATION, GOVERNMENTAL ORGANIZATION, OR OTHER LEGAL ENTITY, YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THESE TERMS OF USE ON BEHALF OF SUCH ENTITY AND BIND THE ENTITY TO THESE TERMS OF USE. IF YOU DO NOT AGREE TO THE TERMS OF THESE TERMS OF USE, THE COMPANY WILL NOT AND DOES NOT LICENSE SMART THEME TO YOU AND YOU MUST NOT DOWNLOAD, INSTALL, OR UTILIZE THE SMART THEME APPLICATION.
Changes to the Terms of Use
We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them. Your continued use of SMART THEME following the posting of revised Terms of Use means that you accept and agree to the changes.
Smart Theme is an Online Store 2.0 theme for Shopify. In order to use SMART THEME, you must be subscribed for the Platter Bundle.
You may change the appearance of your Shopify store by purchasing a design template (known as a “theme”) directly from the Company.
If you purchase any theme, you are granted a single use license, solely for use for a single store. You are free to transfer a theme to a second store only if you close your first store.
You are not permitted to transfer or sell a theme to any other person’s store on Shopify® or elsewhere. Multiple stores require multiple downloads and each download is subject to the applicable fee. The Company and Shopify® give no assurance that a particular theme will remain available for additional downloads for an unlimited time.
You may modify the theme to suit your store using the Shopify® Theme Editor. The Company and/or Shopify® may add or modify the footer that refers to the Company or Shopify® at their discretion.
The Company and Shopify® have the right, in their sole discretion to:
Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information set forth on SMART THEME. YOU WAIVE AND HOLD HARMLESS THE COMPANY, SHOPIFY®, AND THEIR RESPECTIVE AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.
The Company and Shopify® may modify the theme to reflect technical changes and updates as required.
If you purchase a theme subscription, you will be eligible for future updates to that theme at no additional charge unless your theme source code has been edited.
The Company is not responsible to repair any damage done to your theme by you or any other party if you attempt to modify it outside of updating and amending content via the Shopify® admin system or standard Shopify® Theme Editor. Any damage or interruption of services caused from amending of HTML, CSS, Liquid files and templates or any other framework files by you or any other party remain your responsibility.
You shall not, directly or indirectly:
We are happy to provide basic CSS code and unlimited bug fixes. We cannot offer any HTML/CSS development, app installations or layout changes without completion of a managed service agreement in addition to the Terms of Service outlined on this page (https://smarttheme.com/smart-theme-terms-and-conditions).
For any work we consider to be outside of the scope of a support request, you will be charged at the rate outlined in your statement of work.
Any customizations or support work carried out by the Company’s support providers are not guaranteed to have been fully tested and may require additional development time that is outside the scope of complementary support.
If you give the Company access to your store via a Store Account or a Staff Account, we shall not be liable for any indirect or consequential loss or damage (whether for loss of profit, loss of business, depletion of goodwill or otherwise), costs, expenses or other claims for consequential compensation whatsoever (howsoever caused) which arise from us trying to carry out a support or customization request.
Technical support for the theme is the responsibility of the Company’s technical support for the admin system, the general Shopify platform and running of your eCommerce store is the responsibility of Shopify®. You can visit their support center at https://help.shopify.com/questions.
The Company is not responsible to repair any damage done to your theme by you or any other party if they attempt to modify it outside of updating/amending content via the Shopify® admin system or standard theme editor. Any amending of HTML, CSS or Liquid files and templates or any other framework files by you or any other party remain your responsibility.
It is your responsibility and not that of the Company or Shopify®, to ensure that the installation of a new theme does not overwrite or damage the current or preexisting theme.
If you wish to hire us to install your theme or set it up in a similar way to one of our preset demos then please contact us at help at michael@platter.co for a quote.
Our themes are classed as non-tangible irrevocable digital goods. Payments for themes are final and non-refundable.
Our themes follow Shopify browser support requirements that are based on real browser activity across the Shopify platform. Find more information on this at https://shopify.dev/themes/store/requirements#8-browser-compatibility.
We do not guarantee that our themes will be compatible with third party plugins or apps from the Shopify® App Store. The Company is not responsible for any bugs, technical issues, or problems with your theme that arise from the installation of third party plugins or apps from the Shopify® App Store.
You acknowledge and agree that SMART THEME and its underlying code is provided under license, and not sold, to you. You do not not acquire any ownership interest in SMART THEME or its underlying code, or any other rights thereto, other than to use the same in accordance with the license granted and subject to all terms, conditions, and restrictions under these Terms of Use. The Company and its service providers reserve and shall retain their entire right, title, and interest in and to SMART THEME and all Intellectual Property Rights arising out of or relating to SMART THEME and the underlying code, except as expressly granted to you pursuant to these Terms of Use. You shall safeguard all SMART THEME and all underlying code from infringement, misappropriation, theft, misuse, or unauthorized access. You shall promptly notify the Company if you become aware of any infringement of the Company’s Intellectual Property Rights, and fully cooperate with the Company in any legal action taken by the Company to enforce its Intellectual Property Rights. For purposes of these Terms of Use, “Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.
Any fees owed by you shall be set forth on a statement of work (“SOW”) which may be in digital or hard copy form. You agree to pay all fees set forth on any SOW or invoice on the date set forth therein unless otherwise mutually agreed by the parties in writing, or, if available and selected all fees shall be auto-debited from an account specified by you. You are required to keep your account information accurate and up to date. The Company will not be liable for any failed auto-debited payments or fees associated with such payment failure, and you agree indemnify and hold harmless the Company from any such fees or costs.
Each invoice is due and payable on its invoice date unless otherwise mutually agreed by the parties in writing. All rights of the Client herein are conditioned on Contractor’s receipt of full payment.
In addition, the Contractor may suspend performance of services and withhold delivery of materials until payment is paid in full. Contractor shall not be liable for any damages, losses or liabilities that may arise out of Contractor’s suspension of performance and/or withholding of materials due to Client’s non-payment. Any late payment shall be subject to any costs of collection (including reasonable legal fees) and shall bear interest at the rate of 1.5% per month or fraction thereof until paid.
You understand that we cannot and do not guarantee or warrant that anything provided through SMART THEME will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF SMART THEME OR ANY SERVICES OR ITEMS OBTAINED THROUGH SMART THEME OR TO YOUR DOWNLOADING OF ANY MATERIAL.
YOUR USE OF SMART THEME, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH SMART THEME AND ITS RELATED PROPERTIES IS AT YOUR OWN RISK. SMART THEME, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH SMART THEME AND ITS RELATED PROPERTIES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF SMART THEME. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS SMART THEME, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH SMART THEME OR ITS RELATED PROPERTIES WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SMART THEME OR ANY COMPANY OR THIRD-PARTY SERVER ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT SMART THEME OR ANY SERVICES OR ITEMS OBTAINED THROUGH SMART THEME OR ITS RELATED PROPERTIES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
TO THE FULLEST EXTENT PROVIDED BY LAW, THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
The Company is not responsible to repair any damage done to your theme by you or any other party if they attempt to modify it outside of updating/amending content via the Shopify admin system or standard theme editor. Any amending of HTML, CSS or Liquid files and templates or any other framework files by you or any other party remain your responsibility.
TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COMPANY, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, SMART THEME, ANY WEBSITES LINKED TO IT OR FROM IT, ANY CONTENT THEREON, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.
You agree to defend, indemnify, and hold harmless the Company, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms of Use or your use of SMART THEME, including, but not limited to, your modifications to the theme, any use of content, services, and products other than as expressly authorized in these Terms of Use, or your use of any information obtained from the Company.
Governing Law and Jurisdiction
All matters relating to SMART THEME and these Terms of Use, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction).
Any legal suit, action, or proceeding arising out of, or related to, these Terms of Use or SMART THEME shall be instituted exclusively in the federal courts of the United States or the courts of the State of New York, in each case located in the City of Buffalo and County of Erie, although we retain the right to bring any suit, action, or proceeding against you for breach of these Terms of Use in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE WEBSITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
Your access to SMART THEME is contingent upon maintaining the Platter Bundle. If you no longer subscribe for the Platter Bundle your access and use of SMART THEME will immediately terminate without further notice to you. The Company does not create backup copies of your SMART THEME or modifications and will not save any data or content related to SMART THEME, upon termination, your SMART THEME and all modifications will be deleted without opportunity for retrieval.
These Terms of Use and any SOW signed by you and the Company will remain in full force and effect until the end of the minimum contract term specified in the SOW or until terminated by either party, whichever occurs later.
If you terminate an SOW before the minimum contract term, you will be required to pay all fees owed through the end of the minimum contract term immediately upon termination.
The Company may terminate any SOW at any time and for any reason upon written notice to you.
No waiver by the Company of any term or condition set out in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.
If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.
These Terms of Use and any SOW constitute the sole and entire agreement between you and Framework Labs & Marketing Inc. regarding SMART THEME and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding SMART THEME.