The Terms and Conditions ("Ts&Cs") listed below constitute a legal agreement between the merchant customer (individual, entity, or otherwise) (referred to herein as the "Merchant") and the service provider, Orderica ("Orderica"). Orderica reserves the right to update and change the Ts&Cs at any time.
Acceptance of Terms
Orderica Inc., a California Corporation (referred to as "Orderica," "Orderica.com" or "us" or "we"), provides www.Orderica.com (the "Site"), an e-commerce platform that offers users like you a collection of tools and resources to create and manage online stores (collectively referred to as "Offerings"), subject to your compliance with the following Terms and Conditions of Use ("Terms"), as well as any other written agreement(s) between us and you.
We reserve the right to change these Terms and Conditions of Use from time to time with or without notice to you. You acknowledge and agree that it is your responsibility to periodically review this Site and these Terms. Your continued use of this Site and Offerings after such modifications will constitute acknowledgement and acceptance of the modified Terms.
As used in these Terms, references to our "Affiliates" include our owners, licensees, assigns, subsidiaries, affiliated companies, officers, directors, suppliers, partners, sponsors, advertisers, and includes (without limitation) all parties involved in creating, producing, and/or delivering this Site and/or contents and Offerings available on this Site.
BY USING THIS SITE AND OFFERINGS ON THIS SITE, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT WISH TO BE BOUND BY THE THESE TERMS, PLEASE EXIT THE SITE. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THIS SITE OR OFFERINGS AVAILABLE ON THIS SITE, OR THESE TERMS IS TO CEASE USING THE SITE AND/OR THOSE PARTICULAR OFFERINGS.
Offerings. Orderica provides a number of Offerings for users on its Site, including, but not limited to, allowing access to a collection of tools and resources in order to create and manage online stores, thus enabling individuals and businesses the opportunity to sell their products and/or services online.
No Guarantee. Although Orderica works hard to provide quality Offerings, you understand and acknowledge that we cannot promise or guarantee specific results from using the Site or Offerings available on this Site.
Payments.In consideration of the Offerings provided, you agree to pay Orderica all fees due according to the prices and terms listed on the Site. Orderica reserves the right to modify the prices or terms of its Offerings at any time and without notice to you. Such modifications will be posted on the Site and will be effective immediately upon your next renewal term. If you cancel your Orderica account or it is terminated by us for reasons as set forth in these Terms, you understand and agree that no refunds or credits will be provided to you for any services not yet performed in a given term:
I. Billing Cycles.Orderica offers several different billing cycle options for its users. You may choose how you want to be billed in the Account Settings page of the Site. The price of the Offerings changes depending on the billing cycle you choose. The billing cycles range from once a month to once every 3 years. All Offerings must be pre-paid. For example, if you select to be billed once a month, then the invoice that you receive in the beginning of January will cover Offerings through the beginning of February. The invoice will be sent to you via the email address that you have provided. A valid credit card is required to process a payment. Orderica will automatically charge your credit card that is on file and renew your account unless your account is terminated or you choose to cancel the account in a manner that is consistent with (ii) below.
II. Cancellations.If you choose to cancel your Orderica account, you must notify Orderica of such intent by email at least 5 calendar days before the due date stated in the invoice. If such notice is not received within the time allocated herein, Orderica will renew your account for the subsequent renewal period.
III. Disputing Charges.If there is a dispute regarding the balance in the invoice, you must notify Orderica within 14 calendar days of receiving such invoice in the manner as set forth in Section 17.4 of these Terms. If no objections are received by Orderica within the time period listed herein, the invoice and balance shall be considered valid and you thereby agree to waive any claim you may have had regarding such balance.
IV. Unpaid Balances.Invoices that are unpaid by the due date are subject to a late payment charge of 1.5% per month or the maximum legal rate allowed by law, whichever is less. If payment is not received within 30 calendar days of the due date that is in the invoice, Orderica may prevent you from accessing your account page. Orderica is under no duty to inform you that your invoice balance is unpaid. If payment is not received within 60 calendar days of the due date, Orderica will terminate your account.
V. Taxes.All fees are exclusive of all federal, state and/or other governmental sales, goods and services, harmonized or other taxes, fees or charges now in force or enacted in the future.
Payment Accounts.You must create a PayPal Express Checkout account to be able to sell your products and/or services on the Site. It is your sole responsibility to create and maintain this account. You acknowledge that this account will be your payment default gateway unless you choose to deactivate it.
No Storage of Data.No Storage of Data.
Temporary Interruptions.>You understand and agree that temporary interruptions of the Site may occur as normal events that are out of our control. You also understand and agree that we have no control over the third-party networks or services that we may use to provide you with Offerings. You agree that the Offerings available on this Site are provided "AS IS" and that we assume no responsibility for the timeliness, deletion, mis-delivery or failure to store any user communications, material posted by you, or personalization settings.
Age Restriction.You may not use the Site or any of our Offerings unless you are at least 18 years of age or older.
You may customize the appearance of your Orderica store using one of the design templates offered on the Site. Once the template has been chosen, you will be granted a nonexclusive license to use such template for your store.
You may not license, sublicense, redistribute, transfer, assign or sell the design template, or derivative works thereof, to any third party.
The intellectual property rights of the design templates remain with Orderica. We reserve the right to modify the design template in your store, without any prior notice to you, for any reason.
The Site offers migration services to its users for a one-time, non-refundable fee. Orderica supports most standard shopping cart database schemes by default. Please note that the purchase of such a service does not guarantee the proper migration of custom data, fields or information handled by third party modules or contributions.
Store Set Up Services
This service includes configuration of basic Orderica store settings and is available to users for a one-time, non-refundable fee.
Third Party Consultant Aid
The Site offers an online directory of independent third party consultants that may help you build and operate your Orderica store. The directory is offered for informational purposes only. Orderica is in no way associated or affiliated with such consultants and will not be held liable for any services offered by such consultants. Please see Sections 13 and 14 of these Terms that address disclaimers and limitations of our liability when it comes to your use of such third parties.
Third Party Tools
The Site may provide you with access to third party tools when building your Orderica store. Orderica does not endorse these tools and provides you access to them on an "as is" and "as available" basis without any warranties or representations of any kind. Please see Sections 13 and 14 of these Terms that address disclaimers and limitations of our liability when it comes to your use of such third party tools.
Site Conduct, Posting Policies & Third Party Websites
User-Created Content Guidelines. Your use of the Site and our Offerings is subject to all applicable laws and regulations, and you are solely responsible for all activity and content that you upload on your Orderica account ("Store Content"). By uploading Store Content, or by otherwise using any communications service available on the Site, you agree that you will not post comments, messages, links, code, information, pictures, or other material that:
I. is unlawful, threatening, abusive, harassing, defamatory, deceptive, inaccurate, fraudulent, tortious, invasive of another's privacy, or includes graphic descriptions of sexual or violent content;
II. victimizes, harasses, degrades, or intimidates an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability;
III. infringes on any patent, trademark, trade secret, copyright, right of publicity, or other proprietary right of any party;
IV. consists of unsolicited advertising, junk or bulk email (also known as "spam"), chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling;
VI. breaches the security of, compromises or otherwise allows access to secured, protected or inaccessible areas of this Site, or attempts to gain access to other networks or servers via your account on this Site;
VII. impersonates any person or entity, including any of our employees or representatives.
No Endorsement. Orderica neither endorses nor assumes any liability for any materials uploaded or submitted by users using our Offerings. Although we do not pre-screen, police or monitor Store Content, we and our agents reserve the right to remove any and all postings, in our sole discretion and without prior notice to you. Orderica and its Agents are not responsible for any failure or delay in removing such postings..
Third-Party Sites and Information. This Site may redirect or link to other websites on the Internet, or may otherwise include references to information, products or services made available by unaffiliated third parties. While we make every effort to work with trusted, reputable providers, from time to time such sites may contain information, material or policies that some may find inappropriate or personally objectionable. You understand that we are not responsible for the accuracy, completeness, decency or legality of content hosted by third party websites, nor are we responsible for errors or omissions in any references made on those websites. The inclusion of such a link or reference is provided merely as a convenience and does not imply endorsement of, or association with the Site or party by us, or any warranty of any kind, either express or implied.
Products and Promotions.From time to time, this Site may include advertisements or information about products and promotions offered by third parties. You may purchase products from or participate in promotions of third parties whose promotions or products are listed on this Site. Any such correspondence or promotions, including the delivery of and the payment for goods and services by those third parties, and any other terms, conditions, warranties or representations associated therewith, are solely between you and the third party. We assume no liability, obligation or responsibility for any part of any such purchase or promotion.
Orderica Intellectual Property
Content.For purposes of these Terms, "content" is defined as any information, communications, photos, video, graphics, music, sounds, or other material that can be viewed by users on our Site and is owned by Orderica, our Affiliates or licensors.
Ownership of Content. All contents of the Site are: Copyright © 2014 Orderica. All rights reserved. All content on the Site is subject to intellectual property rights, contractual or other protection. The intellectual property rights are owned by us or our licensors. No content may be copied, distributed, republished, uploaded, posted or transmitted in any way except as provided expressly in these Terms or with Orderica’s prior express written consent. Any use of the content other than as permitted by these Terms, or any other unauthorized use of the content may make you liable to Orderica for violation of intellectual property rights.
Trademarks. Trademarks or service marks of Orderica include, but are not limited to, Orderica™; Orderica.com™; and the Orderica logo. All custom graphics, icons, logos and service names are registered trademarks, common law trademarks or service marks of Orderica or our Affiliates. All other trademarks or service marks are property of their respective owners. Nothing in these Terms grants you any right to use any trademark, service mark, logo, and/or the name of Orderica, Orderica.com, our Affiliates or our licensors.
Site Use.Orderica grants you a limited, revocable, nonexclusive license to use the Site and our Offerings solely for your personal purposes and not for reproduction, duplication, distribution, sale, exploitation, or other use. You agree not to copy the Site, reverse engineer or break into the Site, or use our Offerings in violation of any law. Any use of our Offerings, the Site or the content or materials contained therein, other than as specifically authorized in these Terms, without the prior written permission of Orderica, is strictly prohibited and will terminate the license granted herein. Unless explicitly stated herein, nothing in these Terms shall be construed as conferring to you, whether by implication, estoppel or otherwise, any title or ownership of, or exclusive use-rights to, any intellectual property or other right and any goodwill associated therewith. Orderica reserves the right, without notice and in its sole discretion, to terminate your license to use our Offerings at any time and to block or prevent your future access to, and use of, the Site and your account.
No Warranty for Third-Party Infringement Neither our Affiliates nor we warrant or represent that your use of materials obtained through this Site will not infringe the rights of third parties.
Content You Create
We respect the intellectual property rights of others, and we ask you to do the same. In instances where we are notified of alleged infringing User Content, a decision may be made to remove access or disable access to such materials, in compliance with the safe harbor provisions of the Digital Millennium Copyright Act, 17 U.S.C. § 512(c).
If you believe that you or someone else's copyright has been infringed upon by Orderica.com or User Content provided by utilizing our Offerings, you (or the owner or rights holder, collectively, "Rights Holder") should send notification to us immediately. Prior to sending us notice, the Rights Holder may wish to consult a lawyer to determine their rights and legal obligations under the DMCA and any other applicable laws. Nothing here or anywhere on this Site is intended as a substitute for qualified legal advice. To file a Notice of Infringing Material, we ask that the Rights Holder provide the following information:
I. Reasonably sufficient details about the nature of the copyrighted work in question, or, in the case of multiple alleged infringements, a representative list of such works. This should include, title(s), author(s), any U.S. Copyright Registration number(s), URL(s) etc.;
II. Reasonably sufficient details to enable us to identify and locate the material that is allegedly infringing the Rights Holder's work(s) (for example, the URL of the page(s) that contain(s) the material);
III. The Rights Holder's contact information so that we can contact them (including for example, the Rights Holder's address, telephone number, and email address);
Notice may be sent to us Support@Orderica.com.
IV. A statement that the Rights Holder has a good faith belief that the use of the material identified above in (II) is not authorized by the copyright owner, its agent or the law;
V. A statement, under penalty of perjury, that the information in the notification is accurate and that the Rights Holder is authorized to act on behalf of the copyright owner; and
VI. The Rights Holder's electronic signature.
Privacy & Security
Login Required. In order to access some of the Offerings on this Site, or to post User Content, you will be asked to set up an account and password. Our account registration page requests certain personal information from you ("Registration Info"). You will have the ability to maintain and periodically update your Registration Info as you see fit. By registering, you agree that all information provided by you as Registration Info is true and accurate and that you will maintain and update this information as required in order to keep it current, complete and accurate.
Passwords & Security. If you register for an account on the Site, you agree that you are responsible for maintaining the security and confidentiality of your password and that you are fully responsible for all activities that occur under your account. Therefore, you must take reasonable steps to ensure that others do not gain access to your password and account. Our employees will never ask you for your password.
ALL CONTENT AND OFFERINGS ON THIS SITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THE WARRANTY OF NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY THAT (A) THE CONTENT OR OFFERINGS WILL MEET YOUR REQUIREMENTS, (B) THE CONTENT, OFFERINGS OR SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (C) THE INFORMATION OR RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE CONTENT OR OFFERINGS OFFERED WILL BE EFFECTIVE, ACCURATE OR RELIABLE, OR (D) THE QUALITY OF ANY CONTENT OR OFFERINGS PURCHASED OR OBTAINED BY YOU FROM THE SITE, FROM US OR OUR AFFILIATES WILL MEET YOUR EXPECTATIONS OR NEEDS OR BE FREE FROM MISTAKES, ERRORS OR DEFECTS.
THIS SITE COULD INCLUDE TECHNICAL OR OTHER MISTAKES, INACCURACIES OR TYPOGRAPHICAL ERRORS. WE MAY MAKE CHANGES TO THE CONTENT AND OFFERINGS ON THIS SITE, INCLUDING THE PRICES AND DESCRIPTIONS OF ANY PRODUCTS OR OFFERINGS LISTED HEREIN, AT ANY TIME WITHOUT NOTICE TO YOU. THE CONTENT OR PRODUCT INFORMATION AVAILABLE ON THIS SITE MAY BE OUT OF DATE, AND WE MAKE NO COMMITMENT TO UPDATE SUCH CONTENT OR PRODUCT INFORMATION. THE USE OF THE OFFERINGS OR OTHER ACQUISITION OF ANY PRODUCTS, SERVICES OR OFFERINGS THROUGH THIS SITE IS DONE AT YOUR OWN DISCRETION AND RISK AND WITH YOUR AGREEMENT THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES YOU INCUR AS A RESULT.
Through your use of the Site, you may have the opportunities to engage in commercial transactions with other vendors. You acknowledge that all transactions relating to any products or services provided by any third party, including, but not limited to the purchase terms, payment terms, warranties, guarantees relating to such transactions, are agreed to solely between the seller of such product or service and you. WE MAKE NO WARRANTY REGARDING ANY TRANSACTIONS EXECUTED THROUGH A THIRD PARTY, OR IN CONNECTION WITH THIS SITE, AND YOU UNDERSTAND AND AGREE THAT SUCH TRANSACTIONS ARE CONDUCTED ENTIRELY AT YOUR OWN RISK. ANY WARRANTY THAT IS PROVIDED IN CONNECTION WITH ANY OFFERINGS OR CONTENT AVAILABLE ON OR THROUGH THIS SITE FROM A THIRD PARTY IS PROVIDED SOLELY BY SUCH THIRD PARTY, AND NOT BY US OR ANY OTHER OF OUR AFFILIATES.
SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. PLEASE CONSULT THE LAWS IN YOUR JURISDICTION.
Limitation of Liability & Indemnification
IN NO EVENT SHALL WE OR OUR AFFILIATES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOSS OF USE, DATA OR PROFIT LOSS; YOUR USE OF OUR OFFERINGS; YOUR USE OF THE INFORMATION OR CONTENT CONTAINED ON THE SITE; OR YOUR RELIANCE UPON THE ACCURACY OF INFORMATION CONTAINED ON THE SITE, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THIS SITE OR OF ANY WEBSITE REFERENCED OR LINKED TO FROM THIS SITE. FURTHER, WE SHALL NOT BE LIABLE IN ANY WAY FOR THIRD PARTY PROMISES REGARDING OUR OFFERINGS OR CONTENT OR FOR ASSISTANCE IN CONDUCTING COMMERCIAL TRANSACTIONS WITH THE THIRD PARTY THROUGH THIS SITE, INCLUDING WITHOUT LIMITATION THE SALE OF PRODUCTS OR SERVICES. SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. PLEASE CONSULT THE LAWS IN YOUR JURISDICTION.
You agree to defend, indemnify, and hold us and our Affiliates harmless from all liabilities, claims, and expenses, including attorneys' fees that may arise from your use or misuse of this Site, any of the content contained therein, or our Offerings. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses.
Cancellation by You.
You may cancel your account at any time. If you choose to cancel your Orderica account, you must notify Orderica of such intent by email. Orderica may, but is not obligated to, delete your archived data 30 days after the date of cancellation. Please see Section 2.3 (II) of these Terms for more information regarding timelines of cancellations.
Termination of Use by Orderica.
Grounds for Termination. You agree that we may, at our sole discretion, terminate or suspend your access to all or part of the Site with or without notice to you and for any reason, including, without limitation, breach of these Terms. Any unpaid balances due or suspected fraudulent, abusive or illegal activity may be grounds for barring your access to this Site, and reporting you to the proper authorities, if necessary.
No Right to Offerings Upon Termination. Upon termination and regardless of the reason(s) motivating such termination, your right to use the Offerings available on this Site will immediately cease. Orderica may, but is not obligated to, delete your archived data 30 days after the date of such termination. We shall not be liable to you or any third party for any claims for damages arising out of any termination or suspension or any other actions taken by us in connection therewith. Sections 1 and 3-17 of these Terms, as well as your liability for any unpaid fees, shall survive any termination.
International Use. Although this Site may be accessible worldwide, those who choose to access this Site from other locations do so on their own initiative and at their own risk. If you choose to access this Site from outside the United States, you are responsible for compliance with local laws in your jurisdiction, including but not limited to, the taxation of products or services purchased over the Internet. Any offer for any product, service, and/or information made in connection with this Site is void where prohibited.
Governing Law. This Site (excluding any Third Party websites) is controlled by us from our offices in Yorba Linda, California, and the statutes and laws of the State of California shall be controlling, without regard to the conflicts of laws principles thereof.
Arbitration. All claims and disputes arising under or relating to these Terms are to be settled by binding arbitration in the state of California. The arbitration shall be conducted on a confidential basis pursuant to the rules of JAMS (Judicial Arbitration and Mediation Services). Any decision or award as a result of any such arbitration proceeding shall be in writing and shall provide an explanation for all conclusions of law and fact. An award of arbitration may be confirmed in a court of competent jurisdiction. The prevailing party shall be entitled to receive from the other party its attorneys' fees and costs incurred in connection with any arbitration proceeding and the enforcement of any award.
Notices. All notices to Orderica or Orderica.com shall be in writing and shall be sent to Support@Orderica.com. You agree to allow us to submit notices to you using the email address provided by you in the Registration Info. Any notices or communication under these Terms will be deemed delivered to the party receiving such communication on the delivery date when transmitted by email.
No Resale Right. You agree not to sell, resell, reproduce, duplicate, distribute, copy or use for any commercial purposes any portion of this Site, or use of or access to this Site or Offerings provided through this Site, beyond the limited rights granted to you under Section 10 of these Terms.
Force Majeure. In addition to any excuse provided by applicable law, we shall be excused from liability for non-delivery or delay in delivery of Offerings available through our Site arising from any event beyond our reasonable control, whether or not foreseeable by either party, including but not limited to: labor disturbance, war, fire, accident, governmental act or regulation, and other causes or events beyond our reasonable control, whether or not similar to those which are enumerated above.
Savings Clause. Savings Clause.