SOFTWARE SERVICES TERMS
Last updated: September 26, 2022
These terms (the “
Software Services Terms
”) govern the use of any of the Services that are software (online, downloadable, hosted, mobile app or otherwise), online hosted services, software as a service, use of an API, or other online services (the “
”) and apply to, without limitation:
The Videeo™ Service
Mobile apps developed for the Customer (“
Software Development Kits (“
API interfaces developed or utilized by CommentSold to provide Services (“
These Software Services Terms are incorporated by reference into and are part of the Main Services Agreement and the Order Form in which the Main Services Agreement is referenced. Capitalized terms used but not defined in these Software Services Terms have the meanings given to them in the Main Services Agreement or Order Form. Services necessary to implement, integrate, modify a Service or provide specialized advice or consulting services (“
”) may be subject to any Additional Terms, such as Professional Services Terms, as provided by CommentSold online or pursuant to the Order Form
Use of Software Services
. Certain Software Services may be offered as subscriptions as specified in the Order Form. Such “
Software Services Subscriptions
” are non-exclusive, non-transferrable, are only effective during their Term as specified in the Order Form and are subject to the terms of the Main Services Agreement, the Documentation, the applicable Order Form, and these Software Services Terms.
. In addition to the usage restrictions found in the Main Services Agreement, Customer also agrees that:
Social Media Accounts
: if it wants to use Facebook or other social media pages and groups, they must be functional and in good standing
: Software Services may be subject to usage limits designed to protect system stability and availability. These usage limits may be specified in the Order Form or Documentation. If Customer exceeds a usage limitation, CommentSold will work with the Customer to seek to reduce Customer’s usage so that it conforms to that limit. If, notwithstanding CommentSold’s efforts, Customer is unwilling to reduce its usage to conform to the limit, CommentSold may take steps to reduce or suspend such usage to bring it in to compliance with limits or provide Customer with a quote for the cost of such excess usage.
. In order to track certain activities on the Software Services, CommentSold may require Customer to add certain pixels, widgets, or other tracking technologies (“
”) to Customer’s online properties that are using the Service. CommentSold may suspend access to
Software Services until necessary Pixels or other necessary attribution tools are implemented and activated.
Customer must comply with all applicable laws and regulations and obtain all necessary consents from End Users and other third-party related the use Pixels and sharing of data acquired from Pixels (“
”). Customer agrees not to share Pixel Data with third parties not authorized by CommmentSold.
. The Software Services are subject to fees, as may be specified in the Order Form:
Software Services Subscription Fee
. Software Services Subscriptions are subject to a time-based fee, as set forth on an Order Form (the “
Gross Payment Service Fee
. The “
Gross Payment Service Fee
,” as set forth on an Order Form, is based on a percentage of gross sales from Product transactions originated by or through or as a result of the Software Services. The Gross Payment Service fee will be calculated by CommentSold based on Customer’s total gross payment receipts (total checkout amount including taxes and shipping) (the “
Gross Payment Receipts
”) as tracked and verified or otherwise determined by CommentSold on a regular basis. CommentSold reserves the right to request and Customer agrees to provide reasonable information to assist with verification of Gross Payment Receipts in order to calculate the Gross Payment Service Fee.
. To the exten
t indicated on the Order Form, Customer also agrees to pay a “
. By using Software Services, Customer agrees to pay the Subscription Fee, the Gross Payment Service Fee, and any applicable
Fees pursuant to the terms of the Order Form. Customer will pay to CommentSold the Subscription Fee at the start of the Initial Order Form Term and each annual Renewal Term. Customer will pay to CommentSold the Gross Payment Service Fee monthly for all Customer’s sales originated by or through the Services in the prior month. Customer will pay the Professional Services Fee pursuant to the terms of the Order Form.
. Unless an Order Form for the Service is terminated due to CommentSold’s breach pursuant the Main Services Agreement, CommentSold is under no obligation to provide Customer with a refund or credits for Subscription Charges or other fees or payments. If an Order Form for the Service is terminated by Customer due to CommentSold’s breach, CommentSold will refund Customer any prepaid but unused fees.
. To the extent that the Software Service is utilized to advertise, sell or deliver products or goods (“
”), Customer will: (a) subject to the indemnification procedures of the Main Services Agreement, at its expense, either defend CommentSold from or settle any Claim brought by a third party against CommentSold relating to the Products and any and intellectual property or other third party rights or personal injury, death or property damage thereto; and (b) indemnify CommentSold from and pay the applicable Losses.
Videeo Services Terms
: These terms apply to Customer’s use of CommentSold’s Videeo™ Service (the “
The Videeo Service.
. The Videeo Service enables Customer’s execution of web-based live selling of products (“
”) as selected by Customer in its sole discretion and analysis of the performance thereof
. The Videeo Service does not include inventory tracking, shipment of Products, charging of end customers, or any other services not explicitly identified by these Software Services Terms or an Order Form.
”) (or, if specified on the Order Form, an API) on Customer’s website to: (a) enable the Services; and (b) allow CommentSold to track and verify the Gross Payment Service Fee (defined below) owed by Customer to CommentSold arising out of End User purchases of Customer goods which originate through the Services.
. To complete the default integration process (the “
”), Customer must agree to take certain steps, including, without limitation to: (a) provide,
including purchase and Product detail URLs,
to CommentSold a comma-separate values (CSV) or other file that enables CommentSold to import information relating to Products to be sold by Customer and such other information in a supported format as required by CommentSold; (b) embed the CommentSold Widget into Customer’s websites
pursuant to CommentSold’s specifications as specified in CommentSold’s integration documentation
; (c) authorize CommentSold’s connection to the Customer’s Facebook pages and groups that Customer desire to live stream through with the Service; (d)
enable CommentSold’s tracking of all transactions that originate on or through the Service, including order identifier and detail of each individual item ordered by or through the Service (the “
”) pursuant to CommentSold’s technical specifications, including (i) storing parameters specified by CommentSold on initial server response to actions initiated through the Service; (ii) storing parameters specified by CommentSold in relation to all actions taken for an active user session originated through the Service; and (iii) reporting, in the manner specified by CommentSold, on CommentSold- specified parameters in relation to all orders or transactions that are associated with the Service; and (e) support CommentSold’s reporting and reconciliation of all transactions that originate through the Service, including gross payment transactions and balances.
. If the Customer wants an integration that goes beyond the scope of the Default Integration, the Customer may request and CommentSold may provide a quote for the Professional Service Fee associated with such integration.
. These terms govern Apps provided by CommentSold.
App Usage Restrictions
. We may open a specific developer account (e.g., an Apple Developer Account) to host the App. If offered, the App is part of the Software Services when offered and all rights and limitations in, to and in connection with the App shall be subject to the Agreement, including without limitation the Main Services Terms, Software Services Terms, Order Form and all limitations, restrictions, warranty disclaimers, disclaimers of liability and indemnities set forth therein. For the avoidance of doubt, we do not transfer any rights of ownership or other rights by allowing Your use of the App.
Notice Regarding Apple
. This Section applies to the extent that the Software Service licensed to Customer is a mobile application on an iOS device. Customer acknowledges that this Agreement is between Customer and CommentSold only, not with Apple Inc. (“
”), and Apple is not responsible for the Service or the content thereof. Apple has no obligation to furnish any maintenance and support services with respect to the Service. If the Service fails to conform to any applicable warranty, Customer may notify Apple and Apple will refund any applicable purchase price for the mobile application to Customer; and, to the maximum extent permitted by applicable law, Apple has no other warranty obligation with respect to the Service. Apple is not responsible for addressing any claims by Customer or any third party relating to the Service or Customer’s possession and / or use of the Service, including: (a) product liability claims; (b) any claim that the Service fails to conform to any applicable legal or regulatory requirement; or (c) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement, and discharge of any third-party claim that the Service and / or Customer’s possession and use of the Service infringes a third party’s intellectual property rights. Customer agrees to comply with any applicable third-party terms when using the Service. Apple and Apple’s subsidiaries are third-party beneficiaries of this Agreement, and upon Customer’s acceptance of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against Customer as a third-party beneficiary of this Agreement. Customer hereby represents and warrants that: (a) Customer is not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (b) Customer is not listed on any U.S. Government list of prohibited or restricted parties.