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Terms of Use and Service La Calle Comercio

1. Account Terms

To access and use the Services, you must register for a La Calle Comercio account (“Account”) by providing your full legal name, current address, phone number, a valid email address, and any other information indicated as required. La Calle Comercio may reject your application for an Account, or cancel an existing Account, for any reason, in our sole discretion.

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.

You confirm that you are receiving any Services provided by La Calle Comercio for the purposes of carrying on a business activity and not for any personal, household or family purpose.

You acknowledge that La Calle Comercio 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.

You are responsible for keeping your password secure. La Calle Comercio cannot and will not be liable for any loss or damage from your failure to maintain the security of your Account and password.

You are responsible for all activity and content such as photos, images, videos, graphics, written content, audio files, code, information, or data uploaded, collected, generated, stored, displayed, distributed, transmitted or exhibited on or in connection with your Account (“Materials”).

A breach or violation of any term in the Terms of Use and Service, as determined in the sole discretion of La Calle Comercio may result in an immediate termination of your Services.

 

2. Account Activation

2.1 Store Owner

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 Use and 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.

If you are signing up for the Services on behalf of your employer, your employer shall 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 Use and Service.

Your La Calle Comercio Store can only be associated with one Store Owner. A Store Owner may have multiple La Calle Comercio Stores. “Store” means the online store or physical retail location(s) associated with the Account.

2.2 Staff Accounts

The Store Owner is responsible and liable for the acts, omissions and defaults arising from use of Staff Accounts in the performance of obligations under these Terms of Use and Service as if they were the Store Owner’s own acts, omissions, or defaults.

The Store Owner and the users under Staff Accounts are each referred to as a “La Calle Comercio User”.

3. General Conditions

You must read, agree with and accept all of the terms and conditions contained in these Terms of Use and Service, including the Privacy Policy before you may become a La Calle Comercio User.

Technical support in respect of the Services is only provided to La Calle Comercio Users.

The Terms of Use and Service shall be governed by and interpreted in accordance with the laws of the Commonwealth of Puerto Rico and the laws of the United States applicable therein, without regard to principles of conflicts of laws. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms of Use and Service and is hereby expressly excluded.

You acknowledge and agree that La Calle Comercio may amend these Terms of Use and Service at any time by posting the relevant amended and restated Terms of Use and Service on La Calle Comercio’s website, and such amendments to the Terms of Use and Service are effective as of the date of posting. Your continued use of the Services after the amended Terms of Use and Service are posted to la Calle Comercio’s website constitutes your agreement to, and acceptance of, the amended Terms of Use and Service. If you do not agree to any changes to the Terms of Use and Service, do not continue to use the Service.

You may not use the La Calle Comercio 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 and the Commonwealth of Puerto Rico. You will comply with all applicable laws, rules, and regulations in your use of the Service and your performance of obligations under the Terms of Use and Service.

The La Calle Comercio API License and Terms of Use and Service govern your access to and use of the la Calle Comercio API (as defined therein). You are solely responsible for the activity that occurs using your API Credentials (as defined in the API Terms) and for keeping your API Credentials secure.

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 La Calle Comercio.

You shall not purchase search engine or other pay per click keywords (such as Google AdWords), or domain names that use La Calle Comercio or La Calle Comercio trademarks, such as La Calle Express, and/or variations and misspellings thereof.

Questions about the Terms of Use and Service should be sent to admin@lacallecomercio.com.

You understand that your Materials (not including credit card information), 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. Credit card information is always encrypted during transfer over networks.

You acknowledge and agree that your use of the Services, including information transmitted to or stored by La Calle Comercio, is governed by its Privacy Policy.

The Terms of Use and Service may be available in languages other than English. To the extent of any inconsistencies or conflicts between these English Terms of Use and Service and La Calle Comercio’s Terms of Use and Service available in another language, the most current English version of the Terms of Use and Service will prevail.

All the terms and provisions of the Terms of Use and Service shall be binding upon and inure to the benefit of the parties to the Terms of Use and Service and to their respective heirs, successors, permitted assigns and legal representatives. La Calle Comercio shall be permitted to assign these Terms of Use and Service without notice to you or consent from you. You shall have no right to assign or otherwise transfer the Terms of Use and Service, or any of your rights or obligations hereunder, to any third party without La Calle Comercio’s prior written consent, to be given or withheld in la Calle Comercio’s sole discretion.

If any provision, or portion of the provision, in these Terms of Use and 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 Use and Service, and the Terms of Use and 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 Use and Service.

 

4. La Calle Comercio Contracting Party

If the billing address of your Store is located in the United States or Puerto Rico, this Section 4(1) applies to you:

a. “La Calle Comercio Contracting Party” means La Calle Comercio LLC., a Puerto Rican Corporation, with mailing address at P.O. Box 799, Trujillo Alto, P.R. 00976.

b. This Agreement shall be governed by, and enforced in accordance with, the laws of the Commonwealth of Puerto Rico. You agree that La Calle Comercio and the Service shall be deemed solely based in the Commonwealth of Puerto Rico and the Service shall be deemed a passive one that does not give rise to personal jurisdiction over La Calle Comercio, either specific or general, in jurisdictions other than the Commonwealth of Puerto Rico. Any dispute arising out of or in connection with or relating to this Agreement, or the breach or alleged breach thereof, that the parties cannot resolve in good faith within thirty (30) days shall be directed to a binding arbitration administered by an arbiter, pursuant to the rules of the American Arbitration Association ("AAA"). The arbitration will take place in San Juan, Puerto Rico, with all expenses being shared equally by the parties. The arbiter must act in accordance with the substantive laws of the Commonwealth of Puerto Rico and the rules of the AAA. The parties to this Agreement hereby agree to submit to the exclusive jurisdiction of the federal and state courts located in the Commonwealth of Puerto Rico in any action or proceeding arising out of or relating to this Agreement that cannot be otherwise submitted for arbitration. Nothing in this section shall be deemed as preventing La Calle Comercio LLC from seeking injunctive or other equitable relief from the courts as necessary to protect any of La Calle Comercio LLC proprietary interests.

5. La Calle Comercio Rights

We reserve the right to modify or terminate the Services for any reason, without notice at any time. Not all Services and features are available in every jurisdiction and we are under no obligation to make any Services or features available in any jurisdiction.

We reserve the right to refuse service to anyone for any reason at any time.

We may, but have no obligation to, remove Materials and suspend or terminate Accounts if we determine in our sole discretion that the goods or services offered via a Store, or the Materials uploaded or posted to a Store, violate our Terms of Use and Service.

Verbal or written abuse of any kind (including threats of abuse or retribution) of any La Calle Comercio customer, La Calle Comercio employee, member, or officer will result in immediate Account termination.

La Calle Comercio does not pre-screen Materials and it is in our sole discretion to refuse or remove any Materials from the Service, including your Store.

We reserve the right to provide our services to your competitors and make no promise of exclusivity in any particular market segment. You further acknowledge and agree that La Calle Comercio employees and contractors may also be La Calle Comercio customers/merchants and that they may compete with you, although they may not use your Confidential Information in doing so.

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, your status as an employee of an entity, etc.

La Calle Comercio retains the right to determine, in our sole judgment, 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, La Calle Comercio reserves the right to temporarily disable an Account until resolution has been determined between the disputing parties.

6. Confidentiality

“Confidential Information” shall include, but shall 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. La Calle Comercio’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.

Each party agrees to use the other party’s Confidential Information solely as necessary for performing its obligations under these Terms of Use and Service and in accordance with any other obligations in these Terms of Use and Service including this Section. Each party agrees that it shall 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 shall 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 Use and Service, provided that, if legally permitted, the receiving party shall give the disclosing party prompt written notice and use commercially reasonable efforts to ensure that such disclosure is accorded confidential treatment. Confidential Information shall 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 Use and 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 Use and Service.

7. Limitation of Liability

You expressly understand and agree that, to the extent permitted by applicable laws, La Calle Comercio shall 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 resulting from the use of or inability to use the Service.

To the extent permitted by applicable laws, in no event shall La Calle Comercio or our suppliers be liable for lost profits or any special, incidental or consequential damages arising out of or in connection with our site, our Services or these Terms of Use and Service (however arising including negligence). You agree to indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, La Calle Comercio 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 your breach of these Terms of Use and Service or the documents it incorporates by reference (including the TUP), or your violation of any law or the rights of a third party.

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.

La Calle Comercio does not warrant that the Services will be uninterrupted, timely, secure, or error-free.

La Calle Comercio does not warrant that the results that may be obtained from the use of the Services will be accurate or reliable.

La Calle Comercio 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. Waiver and Complete Agreement

The failure of La Calle Comercio to exercise or enforce any right or provision of the Terms of Use and Service shall not constitute a waiver of such right or provision. The Terms of Use and Service, including the documents it incorporates by reference, constitute the entire agreement between you and La Calle Comercio and govern your use of the Services and your Account, superseding any prior agreements between you and La Calle Comercio

9. Intellectual Property and Customer Content

We do not claim any intellectual property rights over the Materials you provide to the La Calle Comercio Service. All Materials you upload remains yours. You can remove your La Calle Comercio Store at any time by deleting your Account.

By uploading Materials, you agree: (a) to allow other internet users to view the Materials you post publicly to your Store; (b) to allow La Calle Comercio to store, and in the case of Materials you post publicly, display and use your Materials; and (c) that La Calle Comercio can, at any time, review and delete all the Materials submitted to its Service, although La Calle Comercio is not obligated to do so.

You retain ownership over all Materials that you upload to the Store; however, by making your Store public, you agree to allow others to view Materials that you post publicly to your Store. You are responsible for compliance of the Materials with any applicable laws or regulations.

La Calle Comercio shall have the non-exclusive right and license to use the names, trademarks, service marks and logos associated with your Store to promote the Service.

10. Payment of Fees

You will pay the Fees applicable to your subscription to Online Service (According to the Specific Plan) and any other applicable fees

Unless otherwise indicated, all Fees and other charges are in U.S. dollars, and all payments shall be in U.S. currency.

Subscription Fees are paid in advance and will be billed in 30-day intervals (each such date, a “Billing Date”). You will be charged on each Billing Date for all outstanding Fees that have not previously been charged. Fees will appear on an invoice, which will be sent to the Store Owner via the email provided. As well, an invoice will appear on the Account page of your Store’s administration console. Users have approximately two weeks to bring up and settle any issues with the billing of Subscription Fees.

Charges (meaning La Calle Comercio’s fees (%) per sale and La Calle Express’ fees and costs, among others) shall be paid on a weekly basis.

If we are not able to process payment of Fees using an Authorized Payment Method, we will make a second attempt to process payment using any Authorized Payment Method 3 days later. If the second attempt is not successful, we will make a final attempt 3 days following the second attempt. If our final attempt is not successful, 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. 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, La Calle Comercio reserves the right to terminate your Account.

All Fees are exclusive of applicable federal, provincial, 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”).

You are responsible for all applicable Taxes that arise from or as a result of your subscription to or purchase of La Calle Comercio’s products and services. To the extent that La Calle Comercio 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 La Calle Comercio of your exemption. If you are not charged Taxes by La Calle Comercio, you are responsible for determining if Taxes are payable, and if so, self-remitting Taxes to the appropriate tax authorities in your jurisdiction.

For the avoidance of doubt, all sums payable by you to La Calle Comercio under these Terms of Use and Service shall be paid free and clear of any deductions or withholdings whatsoever.

You must maintain an accurate location in the administration menu of your La Calle Comercio Store. If you change jurisdictions you must promptly update your location in the administration menu.

La Calle Comercio does not provide refunds.

11. Cancellation and Termination

You may cancel your Account and terminate the Terms of Use and Service at any time by contacting admin@lacallecomercio.com and then following the specific instructions indicated to you in a La Calle Comercio’s response.

Upon termination of the Services by either party for any reason:

La Calle Comercio will cease providing you with the Services and you will no longer be able to access your Account;

unless otherwise provided in the Terms of Use and Service, you will not be entitled to any refunds of any Fees, pro rata or otherwise;

any outstanding balance owed to La Calle Comercio for your use of the Services through the effective date of such termination will immediately become due and payable in full; and

your Store website will be taken offline.

If at the date of termination of the Service, there are any outstanding Fees owing by you, you will receive one final invoice via email. Once that invoice has been paid in full, you will not be charged again.

We reserve the right to modify or terminate the La Calle Comercio Service, the Terms of Use and Service and/or your Account for any reason, without notice at any time. Termination of the Terms of Use and Service shall be without prejudice to any rights or obligations which arose prior to the date of termination.

Fraud: Without limiting any other remedies, La Calle Comercio may suspend or terminate your Account 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.

15. Modifications to the Service and Prices

Prices for using the Services are subject to change upon 30 days’ notice from La Calle Comercio. Such notice may be provided at any time by posting the changes to the La Calle Comercio Site (lacallecomercio.com) or the administration menu of your La Calle Comercio Store via an announcement.

La Calle Comercio reserves the right at any time, and from time to time, to modify or discontinue, the Services (or any part thereof) with or without notice.

La Calle Comercio shall not be liable to you or to any third party for any modification, price change, suspension, or discontinuance of the Service.

16. Feedback and Reviews

La Calle Comercio welcomes any ideas and/or suggestions regarding improvements or additions to the Services. Under no circumstances shall 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 La Calle Comercio be subject to any obligation of confidentiality or expectation of compensation. By submitting Feedback to La Calle Comercio (whether submitted directly to La Calle Comercio or posted on any La Calle Comercio hosted forum or page), you waive any and all rights in the Feedback and that La Calle Comercio is free to implement and use the Feedback if desired, as provided by you or as modified by La Calle Comercio, 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 La Calle Comercio 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. La Calle Comercio 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.

17. Rights of Third Parties

Save for La Calle Comercio and its affiliates, La Calle Comercio Users or anyone accessing La Calle Comercio Services pursuant to these Terms of Use and Service, unless otherwise provided in these Terms of Use and Service, no person or entity who is not a party to these Terms of Use and Service shall have any right to enforce any term of these Terms of Use and 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 shall not affect the rights of any permitted assignee or transferee of these Terms.

22. Privacy & Data Protection

La Calle Comercio 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 La Calle Comercio’s collection, usage and disclosure of this personal information is governed by our Privacy Policy.