Last Updated: October 19, 2020
Please carefully read these Terms as they contain important information concerning your rights and obligations. These Terms include various limitations and exclusions, defining Cartloop’s liability in certain cases, determining the jurisdiction and authorities on matters of conflict resolution, as well as the applicable legislation to Cartloop Services.
These Terms are a legal agreement between you (i) as a Client (as defined below), or (ii) as a user only navigating through our Site (“you”, “your”, or “user”) and Honest Tech S.R.L., a company incorporated under the Romanian law, having its headquarters at, 19 Liviu Rebreanu Street, Sanmartin, Bihor, ("Cartloop", “we”, "us"). Before you use the App, you will need to agree to these Terms. We are only willing to make the App available to you if you accept all of these Terms. Otherwise, you may not access or use the App. The use of our presentation Site represents your confirmation that you understand and agree to all of these Terms.
In case you use the App and or Site on behalf of a company, you represent that you have the legal authority to accept these Terms on behalf of the respective company. In such a case, when using “you” in these Terms, we will refer to the respective company.
We reserve the right to change the Terms at any time and in our sole discretion. If we make changes to these Terms, we will make the updated version of the Terms available on the App and on the Site and update the “Last Updated” date found at the top of these Terms and we will inform you accordingly. In such a case, in order to continue to use the App, you need to agree to the newly amended Terms.
The Site is only intended to present and detail our Services. As such, all the content made available on the Site in any form is for informational purposes only.
The App is an application that can be installed by the users (online shops) of the Shopify platform, available at the URL address https://www.shopify.com (“Client”, “User”). The app is designed to help the Clients to engage with their potential customers (“End Users”) and to increase the conversion rate through 1-to-1 conversation using SMS messages.
The App aims at connection with the End Users in real-time, helping them navigate shipping questions, finding the right products and closing sales with personal attention that builds confidence and trust to the Client brand.
In order to have access to all the features available for our Clients, you need to install the App which is available in the applications store of Shopify.
Once installed the App, you have to register and create a user account on our App (“User Account”).
For creating the User Account, we need your first and last name, email address, phone number, address, location. You have to provide accurate, current and complete User Account information about yourself.
The User Account can only be accessed from your Shopify account. As such, you are responsible for keeping your Shopify user account and password secure. Cartloop cannot and will not be liable for any loss or damage from your failure to maintain the security of your account and password.
You acknowledge and agree that you are responsible for all activities occurring under your User Account and accept all risks of any authorized or unauthorized access to your Shopify account and, consequently, to your User Account, to the maximum extent permitted by law.
When creating the User Account, you have to configure certain parameters in relation to your account in order for the App to properly function.
In case you do not set up the parameters correctly, the App cannot work properly, and we cannot provide the Services.
Additionally, you have to set up the parameters regarding the Services we provide, namely regarding the conversation with your customers, the End Users.
The Services provided through our App are 1-to-1 conversation with your potential customers, the End Users.
For clarity, when providing the Services, we are empowered by you to communicate with the End Users on your behalf and to offer them the discounts (as selected by you when setting up the App), or otherwise the promotions you set up when you configure your User Account.
You understand that the provision of our Services comprises the processing of personal data of the End Users and might also involve other legal requirements applicable in relation to the consumers (as defined by the applicable legal legislation).
As such, you acknowledge and agree that you are responsible for the communication with the End Users, under the applicable legislation, including data privacy legislation (such as, the General Data Protection Regulation no. 679/2016 - GDPR) and consumer protection legislation. Among others, you are fully responsible to obtain any necessary authorization or consent to send them text messages via their telephone number and to comply with all other data protection obligations and principles, such as lawfulness and transparency.
In order to use our App, the Clients need to pay a monthly subscription fee (“Fee”), due every month on the date when the Trial Period (as defined on the pricing page) expires.
In order to pay the Fee, the Client has to add a bank card and to fill in the bank card details or use a Shopify account to make the payments. On the due date of the Fee, the bank card registered by the Client will be automatically debited with the amount of the Fee. In case the bank card cannot be debited with the amount of the Fee, the access to our App will cease.
The payment of the Fee shall be made by using the services of a third-party provider including Shopify. You understand and agree that we do not provide the respective services and we cannot control them. We will not be responsible or liable for any claims, damages, payments, deficiencies, fines, judgments, settlements, liabilities, losses, costs and expenses arising out of or relating to the use of the respective payment services.
When installing and creating the User Account, the Client has a trial period (“Trial Period”). During the Trial Period, the Client can benefit from all the features of the App. At the end of the Trial Period, the bank card registered by the Client or the Shopify account will be debited with the amount of the Fee.
In case the bank card or Shopify account cannot be debited with the amount of the Fee, the access to our App will cease.
We have the right to change the Fees from time to time. When we do so, the updated Fees shall apply as of the date the changes are made.
We have the right to offer discounts to the Fees from time to time. In such a case, we will inform your accordingly and the discount shall apply pursuant to the conditions set out by Cartloop.
Unless otherwise indicated by us, all elements of the App and of the Site, all content and other materials therein are owned by us (or, as applicable, our licensors) and are protected by intellectual property rights. For the avoidance of doubt, the visual interfaces, design, text, graphics, pictures, systems, information, data, methods, software, computer code, organization, services, all other elements and any other documentation or other ancillary material provided to you (the “Content”) are owned by us or by our licensors and are protected by copyright, patents, trademarks, design, trade secrets, any other intellectual property rights and applicable law.
You can use the App, the Site and the Content solely for the purpose of provided by these Terms. However, you are not permitted to:
Any use of the App, the Site or the Content other than as specifically authorized herein, without the prior written permission of Cartloop, is strictly prohibited. Such unauthorized use may also violate applicable laws, including without limitation, copyright and trademark laws. Unless explicitly stated by Cartloop, nothing in these Terms shall be construed as conferring any license to intellectual property rights, whether by implication or otherwise.
In case you can create any user content on our App, you are solely responsible for all content you create, transmit and/or distribute through the App (“User Content”). With that in mind, you agree not to create, transmit and/or distribute through the App any User Content that:
You are solely responsible for your own conduct while accessing or using the App and the Site. You agree to use the App and the Site only for purposes that are legal, proper and in accordance with these Terms and any applicable laws or regulations. You agree that you will not and will not permit any third party to do, including but not limited to, any of the following:
The Client hereby grants to Cartloop a worldwide, free of charge, non-exclusive and non-transferable right during the term when the Client uses our Services to use the name of Client and/or its logo strictly in order for Cartloop to publish the name and/or the logo on our website or App or other marketing materials and/or to promote the fact that the Client uses our Services.
When providing our Services, the Client expressly agrees that we can add our name (Cartloop) to the text messages we send to the End Users on behalf of our Client. For clarity, each text message we send to the End Users on behalf of our Clients shall contain a reference to our business name by inserting in the text the syntagm “Powered by Cartloop”.
You agree, at your sole expense, to defend, indemnify and hold us, our officers, agents, employees, advertisers, licensors, suppliers or partners harmless from and against any claims, damages, payments, deficiencies, fines, judgments, settlements, liabilities, losses, costs and expenses of any kind or nature, including litigation costs, and legal fees arising out of or in any way related to (i) your use of the App and the Site; (ii) your violation of these Terms or the rights of any third-party; or (iii) your breach of applicable laws in connection with your conduct, access to or use of the App and the Site.
You expressly acknowledge and agree that your use of the App and the Site is at your sole risk and that the entire risk as to satisfactory quality, performance, safety, accuracy and effort is with you. The App and the Site are provided on an “as is” and “as available” basis. To the maximum extent permitted by applicable law, we disclaim any and all warranties and representations (express or implied, written or oral) in relation to, without limitation, the App, the Site or external websites or applications, including but not limited to any implied warranties of merchantability, implied warranties of fitness or suitability for any purpose and warranties of non-infringement, condition of title, accuracy, reliability. We do not warrant and/or represent that the App and the Site will meet accuracy and your requirements, that the use of the App and the Site will be uninterrupted, secure or error-free, or that the App and the Site is free of harmful components, such as viruses.
The use of the App aims at increasing the conversion rate of your potential customers (End Users). However, Cartloop does not warrant that the conversion rate will increase or that every End User will be satisfied with the conversation we have with them. For clarity, we are not responsible if the use of the App and the provision of our Services does not increase the conversion rate or if an End User is not satisfied with our conversation.
You acknowledge and agree that to the maximum extent permitted under applicable law, in no event will Cartloop be liable to you or to any other third party for any incidental, indirect, special, consequential, exemplary or punitive damages whatsoever including, but not limited to, damages for loss of profits, (whether incurred directly or indirectly), loss of goodwill or business reputation, loss of data, cost of procurement of substitute goods or services, or any other intangible loss, arising out of or related to the App and the Site, regardless of the theory of liability (contract, warranty, tort, strict liability, product liability or other theory) and even if we have been advised of the possibility of such damages.
You understand and agree that we will not be liable for any failure or delayed performance of our obligations that results from any condition beyond our reasonable control, including but not limited to, acts or omissions of third parties, earthquake, fire, flood, governmental action, acts of terrorism, labor conditions, power failures, Internet disturbances or server failures.
You acknowledge that the App and the Site is Internet-based and you understand and accept the inherent security risks associated with such applications and websites, including but not limited to, the risk of losing the Internet connections, the risk of malicious software, the risk of hardware or software failure and the risk of unauthorized access by third parties to your User Account. Thus, you agree that we have no liability for any malfunctions, communication failures, delays, errors, or any breach of security you might incur.
The App and the Site may contain hyperlinks to third party websites or resources. These links to third party pages are provided for convenience only. In any event, especially because of the volatile nature of information on the Internet, Cartloop cannot control the nature or content of these external sources and therefore is not responsible and or liable for the use, the unavailability of third party website nor their content and advertising or other materials available on such third party websites that you might access via our App or the Site.
We may, in our sole discretion and without cost to you, with or without prior notice and at any time, modify or discontinue, temporarily or permanently, any portion or feature of our App and Site.
In no event will Cartloop be liable for the removal of or disabling of access to any portion or feature of the App or the Site.
In case you breach these Terms, we may suspend or terminate in whole or in part, your access to the App at our sole discretion, immediately and without prior notice, and delete or deactivate your User Account. In such a case, we will notify you accordingly.
Cartloop may assign these Terms and/or any and all of its rights or delegate any and all of its obligations under these Terms without your consent. All provisions contained in these Terms shall extend to and be binding upon you and Cartloop’s successors and assigns. You may not assign these Terms or any of your rights and/or obligations under these Terms to another person or entity.
If any provision of these Terms shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.
Enforcement of these Terms is solely in our discretion and our failure to enforce any of the provisions in some instances does not constitute a waiver of our right to enforce such provisions in other instances.
The language in these Terms will be interpreted as to its fair meaning, and not strictly for or against any party.
These Terms will be governed by and construed in accordance with the laws of Romania. Any legal action or proceeding arising under these Terms will be brought exclusively in the courts located in Romania, and the parties irrevocably consent to the personal jurisdiction and venue there.
By accepting these Terms, you expressly consent and agree to the provisions regarding limitations of liability, choice of law and jurisdiction, unilateral termination and suspension of performance.