Terms of Service
Last updated on: January 4, 2024
Welcome to MightyMerchant! By signing up for a MightyMerchant Account (as defined in Section 1) or by using any MightyMerchant Services (as defined below), you are agreeing to be bound by the following terms and conditions (the “Terms of Service”).
As used in these Terms of Service, “we”, “us”, “our” and “MightyMerchant” means MightyMerchant LLC, and “you” means the MightyMerchant User (if registering for or using a MightyMerchant Service as an individual), or the business employing the MightyMerchant User (if registering for or using a MightyMerchant Service as a business) and any of its affiliates.
MightyMerchant provides an commerce platform that enables merchants to sell products and services online. This platform includes tools for merchants to build and customize online stores, manage products, inventory, payments, fulfillment, shipping, and engage with existing and potential customers. Any such service or services offered by MightyMerchant are referred to in these Terms of Services as the “Service(s)”. Any new features or tools which are added to the current Services will also be subject to the Terms of Service. You can review the current version of the Terms of Service at any time at https://www.mightymerchant.com/tos.
You must read, agree with and accept all of the terms and conditions contained or expressly referenced in these Terms of Service, including MightyMerchant’s Privacy Policy before you may sign up for a MightyMerchant Account or use any MightyMerchant Service.
1. Account Terms
1. To access and use the Services, you must register for a MightyMerchant account (“Account”). To complete your Account registration, you must provide us with your full legal name, business address, phone number, a valid email address, and any other information indicated as required. MightyMerchant may reject your application for an Account, or cancel an existing Account, for any reason, at our sole discretion.
2. You must be the older of: (i) 18 years, or (ii) at least the age of majority in the jurisdiction where you reside and from which you use the Services to open an Account.
3. You confirm that you are receiving any Services provided by MightyMerchant for the purposes of carrying on a business activity and not for any personal, household, or family purpose.
4. You acknowledge that MightyMerchant will use the email address you provide on opening an Account or as updated by you from time to time as the primary method for communication with you (“Primary Email Address”). You must monitor the Primary Email Address you provide to MightyMerchant and your Primary Email Address must be capable of both sending and receiving messages. Your email communications with MightyMerchant can only be authenticated if they come from your Primary Email Address.
5. You are responsible for keeping your password secure. MightyMerchant cannot and will not be liable for any loss or damage from your failure to maintain the security of your Account and password. We may request additional security measures at any time and reserve the right to adjust these requirements at our discretion.
6. Technical support in respect of the Services is only provided to MightyMerchant Users. Questions about the Terms of Service should be sent to MightyMerchant Support.
7. You agree not to reproduce, duplicate, copy, sell, resell, or exploit any portion of the Service, use of the Services, or access to the Services without the express written permission by MightyMerchant.
8. You agree not to work around, bypass, or circumvent any of the technical limitations of the Services, including to process orders outside MightyMerchant’s Checkout, use any tool to enable features or functionalities that are otherwise disabled in the Services, or decompile, disassemble, or otherwise reverse engineer the Services.
9. You agree not to access the Services or monitor any material or information from the Services using any robot, spider, scraper, or other automated means.
10. You understand that your Materials may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. “Materials” means Your Trademarks, copyright content, any products or services you sell through the Services (including description and price), and any photos, images, videos, graphics, written content, audio files, code, information, or other data provided or made available by you or your affiliates to MightyMerchant or its affiliates.
2. Account Activation
2.1 Store Owner
1. Subject to Section 2.1.2, the person signing up for the Service by opening an Account will be the contracting party (“Store Owner ”) for the purposes of our Terms of Service and will be the person who is authorized to use any corresponding Account we may provide to the Store Owner in connection with the Service.
2. If you are signing up for the Services on behalf of your employer, your employer will be the Store Owner. If you are signing up for the Services on behalf of your employer, then you must use your employer-issued email address and you represent and warrant that you have the authority to bind your employer to our Terms of Service.
3. Your MightyMerchant Store can only be associated with one Store Owner. A Store Owner may have multiple MightyMerchant Stores. You agree to use MightyMerchant Checkout for your store. “Store” means the online store.
3. MightyMerchant Rights
1. The Services have a range of features and functionalities. Not all Services or features will be available to all Merchants at all times and we are under no obligation to make any Services or features available. Except where prohibited in these Terms of Service or by applicable law, we reserve the right to modify the Services or any part thereof for any reason, without notice and at any time.
2. MightyMerchant does not pre-screen Materials and it is in our sole discretion to refuse or remove any Materials from any part of the Services, including if we determine, in our sole discretion, that the goods or services that you offer through the Services, or the Materials uploaded or posted to the Services, violate these Terms of Service.
3. Verbal or written abuse of any kind (including threats of abuse or retribution) of any MightyMerchant employee, member, or officer will result in immediate Account termination.
4. We reserve the right to provide our Services to your competitors and make no promise of exclusivity. You further acknowledge and agree that MightyMerchant employees and contractors may also be MightyMerchant customers or merchants and that they may compete with you, although they may not use your Confidential Information (as defined in Section 6) in doing so.
5. In the event of a dispute regarding Account ownership, we reserve the right to request documentation to determine or confirm Account ownership. Documentation may include, but is not limited to, a scanned copy of your business license, government issued photo ID, the last four digits of the credit card on file, or confirmation of your status as an employee of an entity.
6. MightyMerchant reserves the right to determine, in our sole discretion, rightful Account ownership and transfer an Account to the rightful Store Owner. If we are unable to reasonably determine the rightful Store Owner, without prejudice to our other rights and remedies, MightyMerchant reserves the right to temporarily suspend or disable an Account until resolution has been determined between the disputing parties.
4. Your Responsibilities
1. You acknowledge and agree to provide public-facing contact information, a refund policy and order fulfillment timelines on your MightyMerchant Store.
2. You acknowledge and agree that the Services are not a marketplace, and any contract of sale made through the Services is directly between you and the customer. You are the seller of record for all items you sell through the Services. You are responsible for the creation and operation of your MightyMerchant Store, your Materials, the goods and services that you may sell through the Services, and all aspects of the transactions between you and your customer(s). This includes, but is not limited to, authorizing the charge to the customer in respect of the customer’s purchase, refunds, returns, fulfilling any sales or customer service, fraudulent transactions, required legal disclosures, regulatory compliance, alleged or actual violation of applicable laws (including but not limited to consumer protection laws in any jurisdiction where you offer products or services for sale), or your breach of these Terms of Service. You represent and warrant that your Store, your Materials and the goods and services you sell through the Services will be true, accurate, and complete, and will not violate any applicable laws, regulations or rights of third parties. For the avoidance of doubt, MightyMerchant will not be the seller or merchant or record and will have no responsibility for your Store or items sold to customers through the Services.
3. You are solely responsible for the goods or services that you may sell through the Services (including description, price, fees, tax that you calculate, defects, required legal disclosures, regulatory compliance, offers or promotional content), including compliance with any applicable laws or regulations.
4. You may not use the MightyMerchant Services for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws), the laws applicable to you in your customer’s jurisdiction, or the laws of the United States or State of Washington. You will comply with all applicable laws, rules and regulations (including but not limited to obtaining and complying with the requirements of any license or permit that may be necessary to operate your store or that may be held by you) in your use of the Service and your performance of obligations under the Terms of Service.
5. You agree to use MightyMerchant Checkout for any sales associated with your online store. “MightyMerchant Checkout” means MightyMerchant’s checkout experience that allows Customers to enter their shipping information and payment details after adding item(s) to their cart and before placing an order.
5. Payment of Fees and Taxes
1. You will pay the Fees applicable to your subscription to Online Service (“Subscription Fees”) and any other applicable fees, including but not limited to applicable fees relating to the value of sales made through your Store when using all payment providers (“Transaction Fees”), and any fees relating to your purchase or use of any products or services (“Additional Fees”). Together, the Subscription Fees, Transaction Fees, and the Additional Fees are referred to as the “Fees”.
2. You must keep a valid payment method on file with us to pay for all recurring Fees. MightyMerchant will charge applicable Fees to any valid payment method that you authorize (“Authorized Payment Method”), and MightyMerchant will continue to charge the Authorized Payment Method for applicable Fees until the Services are terminated, and any and all outstanding Fees have been paid in full. Fees for some services, such as domain registrations, and development work, will be invoiced and paid separate from recurring Fees. Unless otherwise indicated, all Fees and other charges are in U.S. dollars, and all payments will be in U.S. currency.
3. Subscription Fees are paid in advance and will be billed in 30 day intervals (each such date, a “Billing Date”). Transaction Fees and Additional Fees will be charged from time to time at MightyMerchant’s discretion. Fees will appear on an invoice, which will be sent to the Store Owner via the Primary Email Address provided. Users have approximately two weeks to bring up and settle any issues with the billing of Subscription Fees.
4. If we are not able to process payment of Fees using an Authorized Payment Method, we may make subsequent attempts to process payment using any Authorized Payment Method. If we are unable to successfully process payment of Fees using an Authorized Payment Method within 28 days of our initial attempt, we may suspend and revoke access to your Account and the Services. Your Account will be reactivated upon your payment of any outstanding Fees, plus the Fees applicable to your next billing cycle, plus a $75.00 reactivation fee. You may not be able to access your Account or your storefront during any period of suspension. If the outstanding Fees remain unpaid for 60 days following the date of suspension, MightyMerchant reserves the right to terminate your Account in accordance with Section 13.
5. All Fees are exclusive of applicable federal, state, local, or other governmental sales, goods and services, harmonized or other taxes, fees, or charges now in force or enacted in the future (“Taxes”).
6. You are responsible for all applicable Taxes that arise from or as a result of your subscription to or purchase of MightyMerchant’s products and services. To the extent that MightyMerchant charges these Taxes, they are calculated using the tax rates that apply based on the billing address you provide to us. Such amounts are in addition to the Fees for such products and services and will be billed to your Authorized Payment Method. If you are exempt from payment of such Taxes, you must provide us with evidence of your exemption, which in some jurisdictions includes an original certificate that satisfies applicable legal requirements attesting to tax-exempt status. Tax exemption will only apply from and after the date we receive evidence satisfactory to MightyMerchant of your exemption. If you are not charged Taxes by MightyMerchant, you are responsible for determining if Taxes are payable, and if so, self-remitting Taxes to the appropriate tax authorities in your jurisdiction.
7. For the avoidance of doubt, all sums payable by you to MightyMerchant under these Terms of Service will be paid free and clear of any deductions or withholdings whatsoever. Other than Taxes charged by MightyMerchant to you and remitted to the appropriate tax authorities on your behalf, any deductions or withholdings that are required by law will be borne by you and paid separately to the relevant taxation authority. MightyMerchant will be entitled to charge the full amount of Fees stipulated under these Terms of Service to your Authorized Payment Method ignoring any such deduction or withholding that may be required.
8. You are solely responsible for determining, collecting, withholding, reporting, and remitting applicable taxes, duties, fees, surcharges and additional charges that arise from or as a result of any sale on your MightyMerchant Store or your use of the Services. The Services are not a marketplace. Any contract of sale made through the Services is directly between you and the customer.
9. You must maintain an accurate location in the administrative console of your MightyMerchant Store. If you change jurisdictions you must promptly update your location in the administrative console.
10. MightyMerchant does not provide refunds.
6. Confidentiality
1. “Confidential Information” will include, but will not be limited to, any and all information associated with a party’s business and not publicly known, including specific business information, technical processes and formulas, software, customer lists, prospective customer lists, names, addresses and other information regarding customers and prospective customers, product designs, sales, costs (including any relevant processing fees), price lists, and other unpublished financial information, business plans and marketing data, and any other confidential and proprietary information, whether or not marked as confidential or proprietary. MightyMerchant’s Confidential Information includes all information that you receive relating to us, or to the Services, that is not known to the general public including information related to our security program and practices.
2. Each party agrees to use the other party’s Confidential Information solely as necessary for performing its obligations under these Terms of Service and in accordance with any other obligations in these Terms of Service including this Section 6. Each party agrees that it will take all reasonable steps, at least substantially equivalent to the steps it takes to protect its own proprietary information, to prevent the duplication, disclosure or use of any such Confidential Information, other than (i) by or to its employees, agents and subcontractors who must have access to such Confidential Information to perform such party’s obligations hereunder, who each will treat such Confidential Information as provided herein, and who are each subject to obligations of confidentiality to such party that are at least as stringent as those contained herein; or (ii) as required by any law, regulation, or order of any court of proper jurisdiction over the parties and the subject matter contained in these Terms of Service, provided that, if legally permitted, the receiving party will give the disclosing party prompt written notice and use commercially reasonable efforts to ensure that such disclosure is accorded confidential treatment. Confidential Information will not include any information that the receiving party can prove: (A) was already in the public domain, or was already known by or in the possession of the receiving party, at the time of disclosure of such information; (B) is independently developed by the receiving party without use of or reference to the other party’s Confidential Information, and without breaching any provisions of these Terms of Service; or (C) is thereafter rightly obtained by the receiving party from a source other than the disclosing party without breaching any provision of these Terms of Service.
7. Limitation of Liability and Indemnification
1. You expressly understand and agree that, to the extent permitted by applicable laws, MightyMerchant and its suppliers will not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses arising out of or relating to the use of or inability to use the Service or these Terms of Service (however arising, including negligence).
2. You agree to indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, MightyMerchant partners, officers, directors, agents, employees, and suppliers harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of (a) your breach of these Terms of Service or the documents it incorporates by reference (including the AUP); (b) or your violation of any law or the rights of a third party; or (c) any aspect of the transaction between you and your Customer, including but not limited to refunds, fraudulent transactions, alleged or actual violation of applicable laws (including but not limited to Federal and State consumer protection laws), or your breach of the Terms of Service.
3. You will be responsible for any breach of the Terms of Service by your affiliates, agents or subcontractors and will be liable as if it were your own breach.
4. Your use of the Services is at your sole risk. The Services are provided on an “as is” and “as available” basis without any warranty or condition, express, implied or statutory.
5. MightyMerchant does not warrant that the Services will be uninterrupted, timely, secure, or error-free.
6. MightyMerchant does not warrant that the results that may be obtained from the use of the Services will be accurate or reliable.
7. MightyMerchant is not responsible for any of your tax obligations or liabilities related to the use of MightyMerchant’s Services.
8. MightyMerchant does not warrant that the quality of any products, services, information, or other materials purchased or obtained by you through the Services will meet your expectations, or that any errors in the Services will be corrected.
8. Intellectual Property and Your Materials
8.1 Your Materials
1. We do not claim ownership of the Materials you provide to MightyMerchant; however, we do require a license to those Materials. You grant MightyMerchant a non-exclusive, transferable, sub-licensable, royalty-free, worldwide right and license to host, use, distribute, expose, modify, run, copy, store, publicly perform, communicate to the public (including by telecommunication), broadcast, reproduce, make available, display, and translate, and create derivative works of any Materials provided by you in connection with the Services. We may use our rights under this license to operate, provide, and promote the Services and to perform our obligations and exercise our rights under the Terms of Service. You represent, warrant, and agree that you have all necessary rights in the Materials to grant this license. You irrevocably waive any and all moral rights you may have in the Materials in favor of MightyMerchant and agree that this waiver may be invoked by anyone who obtains rights in the materials through MightyMerchant, including anyone to whom MightyMerchant may transfer or grant (including by way of license or sublicense) any rights in the Materials.
2. If you owned the Materials before providing them to MightyMerchant then, despite uploading them to your MightyMerchant Store they remain yours, subject to any rights or licenses granted in the Terms of Service or elsewhere. You can remove your MightyMerchant Store at any time by deleting your Account. Removing your MightyMerchant Store does not terminate any rights or licenses granted to the Materials that MightyMerchant requires to exercise any rights or perform any obligations that arose during the Term.
3. You agree that MightyMerchant can, at any time, review and delete any or all of the Materials submitted to the Services, although MightyMerchant is not obligated to do so.
4. You grant MightyMerchant a non-exclusive, transferable, sub-licensable, royalty-free, worldwide right and license to use the names, trademarks, service marks and logos associated with your Store (“Your Trademarks”) to operate, provide, and promote the Services and to perform our obligations and exercise our rights under the Terms of Service. This license will survive any termination of the Terms of Service solely to the extent that MightyMerchant requires the license to exercise any rights or perform any obligations that arose during the Term.
8.2 MightyMerchant Intellectual Property
1. You agree that you may not use any trademarks, logos, or service marks of MightyMerchant, whether registered or unregistered, including but not limited to the word mark MightyMerchant, and the MightyMerchant mascot character (“MightyMerchant Trademarks”) unless you are authorized to do so by MightyMerchant in writing. You agree not to use or adopt any marks that may be considered confusing with the MightyMerchant Trademarks. You agree that any variations or misspellings of the MightyMerchant Trademarks would be considered confusing with the MightyMerchant Trademarks.
2. You agree not to purchase, register, or use search engine or other pay-per-click keywords (such as Google Ads), trademarks, email addresses, social media names, or domain names (including without limitation top-level domains, sub-domains, and page URLs) that use or include MightyMerchant or MightyMerchant Trademarks or that use or include any terms that may be confusing with the MightyMerchant Trademarks.
3. You acknowledge and agree that the Terms of Service do not give you any right to implement MightyMerchant patents.
9. Additional Services
9.1 Third Party Services
1. MightyMerchant may from time to time recommend, provide you with access to, or enable third party software, products, services, or website links (collectively, “Third Party Services”) for your consideration or use. Such Third Party Services are made available only as a convenience, and your purchase, access or use of any such Third Party Services is solely between you and the applicable third party services provider (“Third Party Provider”). In addition to these Terms of Service, you also agree to be bound by the additional service-specific terms applicable to services you purchase from, or that are provided by, Third Party Providers.
2. Any use by you of Third Party Services offered through the Services or MightyMerchant’s website is entirely at your own risk and discretion, and it is your responsibility to read the terms and conditions and/or privacy policies applicable to such Third Party Services before using them. In some instances, MightyMerchant may receive a revenue share from Third Party Providers that MightyMerchant recommends to you or that you otherwise engage through your use of the Services or MightyMerchant’s website.
3. We do not provide any warranties or make representations to you with respect to Third Party Services. You acknowledge that MightyMerchant has no control over Third Party Services and will not be responsible or liable to you or anyone else for such Third Party Services. The availability of Third Party Services on MightyMerchant’s websites, or the integration or enabling of such Third Party Services with the Services does not constitute or imply an endorsement, authorization, sponsorship, or affiliation by or with MightyMerchant. MightyMerchant does not guarantee the availability of Third Party Services and you acknowledge that MightyMerchant may disable access to any Third Party Services at any time in, its sole discretion, and without notice to you. MightyMerchant is not responsible or liable to anyone for discontinuation or suspension of access to, or disablement of, any Third Party Service. MightyMerchant strongly recommends that you seek specialist advice before using or relying on Third Party Services, to ensure they will meet your needs. In particular, tax calculators should be used for reference only and not as a substitute for independent tax advice, when assessing the correct tax rates you should charge to your customers.
4. If you install or enable a Third Party Service for use with the Services, you grant us permission to allow the applicable Third Party Provider to access your data and other Materials and to take any other actions as required for the interoperation of the Third Party Service with the Services, and any exchange of data or other Materials or other interaction between you and the Third Party Provider is solely between you and such Third Party Provider. MightyMerchant is not responsible for any disclosure, modification or deletion of your data or other Materials, or for any corresponding losses or damages you may suffer, as a result of access by a Third Party Service or a Third Party Provider to your data or other Materials. Google Maps is a Third Party Service that is used within the Services. Your use of the Services is subject to your acceptance of the Google Maps and Earth Enterprise Universal Acceptable Use Policy, Google Maps and Google Earth Additional Terms of Service and Google Privacy Policy as it may be amended by Google from time to time.
5. The relationship between you and any Third Party Provider is strictly between you and such Third Party Provider, and MightyMerchant is not obligated to intervene in any dispute arising between you and a Third Party Provider.
6. Under no circumstances will MightyMerchant be liable for any direct, indirect, incidental, special, consequential, punitive, extraordinary, exemplary or other damages whatsoever, that result from any Third Party Services or your contractual relationship with any Third Party Provider. These limitations will apply even if MightyMerchant has been advised of the possibility of such damages. The foregoing limitations will apply to the fullest extent permitted by applicable law.
7. You agree to indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, MightyMerchant partners, officers, directors, agents, employees, and suppliers harmless from any claim or demand, including reasonable attorneys’ fees, arising out of your use of a Third Party Service or your relationship with a Third Party Provider.
9.2 Beta Services
1. From time to time, MightyMerchant may, in its sole discretion, invite you to use, on a trial basis, pre-release or beta features that are in development and not yet available to all merchants (“Beta Services”). Beta Services are not part of the Services, and Beta Services may be subject to additional terms and conditions, which MightyMerchant will provide to you prior to your use of the Beta Services. Such Beta Services and all associated conversations and materials relating thereto will be considered MightyMerchant Confidential Information and subject to the confidentiality provisions in this agreement. Without limiting the generality of the foregoing, you agree that you will not make any public statements or otherwise disclose your participation in the Beta Services without MightyMerchant’s prior written consent. MightyMerchant makes no representations or warranties that the Beta Services will function. MightyMerchant may discontinue the Beta Services at any time in its sole discretion. MightyMerchant will have no liability for any harm or damage arising out of or in connection with a Beta Service. The Beta Services may not work in the same way as a final version. MightyMerchant may change or not release a final or commercial version of a Beta Service in our sole discretion.
10. Feedback and Reviews
MightyMerchant welcomes any ideas and/or suggestions regarding improvements or additions to the Services. Under no circumstances will any disclosure of any idea, suggestion or related material or any review of the Services, Third Party Services or any Third Party Provider (collectively, “Feedback”) to MightyMerchant be subject to any obligation of confidentiality or expectation of compensation. By submitting Feedback to MightyMerchant (whether submitted directly to MightyMerchant or posted on any MightyMerchant hosted forum or page), you waive any and all rights in the Feedback and that MightyMerchant is free to implement and use the Feedback if desired, as provided by you or as modified by MightyMerchant, without obtaining permission or license from you or from any third party. Any reviews of a Third Party Service or Third Party Provider that you submit to MightyMerchant must be accurate to the best of your knowledge, and must not be illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights, or otherwise injurious to third parties or objectionable. MightyMerchant reserves the right (but not the obligation) to remove or edit Feedback of Third Party Services or Third Party Providers, but does not regularly inspect posted Feedback.
11. DMCA Notice and Takedown Procedure
MightyMerchant supports the protection of intellectual property and asks MightyMerchant merchants to do the same. It’s our policy to respond to all notices of alleged copyright infringement. If someone believes that one of our merchants is infringing their intellectual property rights, they can send a DMCA Notice to MightyMerchant’s designated agent using our form. Upon receiving a DMCA Notice, we may remove or disable access to the Materials claimed to be a copyright infringement. Once provided with a notice of takedown, the merchant can reply with a counter notification using our form if they object to the complaint. The original complainant has 14 business days after we receive a counter notification to seek a court order restraining the merchant from engaging in the infringing activity, otherwise we restore the material.
12. Privacy and Data Protection
1. MightyMerchant is firmly committed to protecting the privacy of your personal information and the personal information of your customers. By using the Service, you acknowledge and agree that MightyMerchant’s collection, usage and disclosure of this personal information is governed by our Privacy Policy.
13. Term and Termination
1. The term of these Terms of Service will begin on the date of your completed registration for use of a Service and continue until terminated by us or by you, as provided below (the “Term”).
2. You may cancel your Account and terminate the Terms of Service at any time by contacting MightyMerchant Support and then following the specific instructions indicated to you in MightyMerchant’s response.
3. Without limiting any other remedies, we may suspend or terminate your Account or the Terms of Service for any reason, without notice and at any time (unless otherwise required by law), including if we suspect that you (by conviction, settlement, insurance or escrow investigation, or otherwise) have engaged in fraudulent activity in connection with the use of the Services. Termination of the Terms of Service will be without prejudice to any rights or obligations which arose prior to the date of termination.
4. Upon termination of the Services by either party for any reason:
1. MightyMerchant will cease providing you with the Services and you will no longer be able to access your Account;
2. unless otherwise provided in the Terms of Service, you will not be entitled to any refunds of any Fees, pro rata or otherwise;
3. any outstanding balance owed to MightyMerchant for your use of the Services through the effective date of such termination will immediately become due and payable in full; and
4. your MightyMerchant Store will be taken offline.
5. If there are any outstanding Fees owed by you at the date of termination of the Service, you will receive one final invoice via email. Once that invoice has been paid in full, you will not be charged again.
14. Modifications
1. We reserve the right, in our sole and absolute discretion, to update or change any portion of the Terms of Service at any time. We will provide you with reasonable advance notice of changes to the Terms of Service that materially adversely affect your use of the Services or your rights under the Terms of Service by sending an email to the Primary Email Address, providing notice through the MightyMerchant administrative console, or by similar means. However, MightyMerchant may make changes that materially adversely affect your use of the Services or your rights under the Terms of Service at any time and with immediate effect (i) for legal, regulatory, fraud and abuse prevention, or security reasons; or (ii) to restrict products or activities that we deem unsafe, inappropriate, or offensive. Unless we indicate otherwise in our notice (if applicable), any changes to the Terms of Service will be effective immediately upon posting of such updated terms at this location. Your continued access to or use of the Services after we provide such notice, if applicable, or after we post such updated terms, constitutes your acceptance of the changes and consent to be bound by the Terms of Service as amended. If you do not agree to the amended Terms of Service, you must stop accessing and using the Services.
2. MightyMerchant may change the Fees for the Services from time-to-time. We will provide you with 30 days advanced notice prior to any changes in Fees by sending an email to the Primary Email Account, providing notice through the MightyMerchant administrative console, or by similar means. MightyMerchant will not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Services (or any part thereof).
15. General Conditions
1. The Terms of Service, including the documents it incorporates by reference, constitute the entire agreement between you and MightyMerchant and govern your use of the Services and your Account, superseding any prior agreements between you and MightyMerchant (including, but not limited to, any prior versions of the Terms of Service).
2. The failure of MightyMerchant to exercise or enforce any right or provision of the Terms of Service will not constitute a waiver of such right or provision. If any provision of the Terms of Service, including all terms and conditions and other documents it incorporates by reference, is held by a court of competent jurisdiction to be contrary to law, such provision will be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law, and the remaining provision of the Terms of Service will remain in full force and effect.
3. Save for MightyMerchant and its affiliates, you or anyone accessing MightyMerchant Services pursuant to these Terms of Service, unless otherwise provided in these Terms of Service, no person or entity who is not a party to these Terms of Service will have any right to enforce any term of these Terms of Service, regardless of whether such person or entity has been identified by name, as a member of a class or as answering a particular description. For the avoidance of doubt, this will not affect the rights of any permitted assignee or transferee of these Terms.
4. The Terms of Service will be governed by and interpreted in accordance with the laws of the State of Washington and the laws of the United States applicable therein, without regard to principles of conflicts of laws.
5. All the terms and provisions of the Terms of Service will be binding upon and inure to the benefit of the parties to the Terms of Service and to their respective heirs, successors, permitted assigns and legal representatives. MightyMerchant will be permitted to assign these Terms of Service without notice to you or consent from you. You will have no right to assign or otherwise transfer the Terms of Service, or any of your rights or obligations hereunder, to any third party without MightyMerchant’s prior written consent, to be given or withheld in MightyMerchant’s sole discretion.
6. If any provision, or portion of the provision, in these Terms of Service is, for any reason, held to be invalid, illegal or unenforceable in any respect, then such invalidity, illegality or unenforceability will not affect any other provision (or the unaffected portion of the provision) of the Terms of Service, and the Terms of Service will be construed as if such invalid, illegal or unenforceable provision, or portion of the provision, had never been contained within the Terms of Service.
7. On termination, all related rights and obligations under the Terms of Service immediately terminate, except that (a) you will remain responsible for performing all of your obligations in connection with transactions entered into before termination and for any liabilities that accrued before or as a result of termination; and Sections 1 (Account Terms), 5 (Payment of Fees), 6 (Confidentiality), 7 (Limitation of Liability and Indemnification), 8.1 (Intellectual Property and Your Materials), 9.1(5)-(7) (Third Party Services), 10 (Feedback and Reviews), 12 (Privacy and Data Protection), 13 (Cancellation and Termination), 14(1) (Modifications), and 15 (General Conditions) will survive the termination or expiration of these Terms of Service.
MightyMerchant, LLC
PO Box 13535
Spokane Valley, WA 99213
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