1. Preamble

1.1. Welcome to Woocommerce! Woocommerce helps make it easier for you to shop and manage your purchases and to find products you love. These Terms apply when you access, use or interact with Woocommerce and our consumer services, including the Shop App, Shop Pay, Woocommerce features in a Merchant’s store, Woocommerce integrations with your third-party email and shopping providers, or other products, features, tools, and services that we provide to you (“Woocommerce Consumer Services”).

1.2. These Terms form an agreement between the applicable Woocommerce entity defined below (“Woocommerce,” “Shop,” “we,” “our,” or “us”) and you (“you” or “your”) and represent the terms and conditions of your access to and use of the Woocommerce Consumer Services. The Woocommerce entity you contract with and providing the Woocommerce Consumer Services to you together with its affiliates depends on where you live:

• If you live in the United States or Canada, you are contracting with Woocommerce Inc., a Canadian corporation, with offices located at 151 O’Connor Street, Ground floor, Ottawa, Ontario, K2P 2L8.
• If you live in the Asia Pacific region (including Australia, New Zealand, China, Japan, Singapore), you are contracting with Woocommerce Commerce Singapore Pte. Ltd, a corporation formed under the laws of Singapore, with offices located at 77 Robinson Road, #13-00 Robinson 77, Singapore 068896.
• If you live in the EMEA region or other jurisdictions not listed above, including Europe and Russia, the Middle East, Africa, South America, Caribbean, or Mexico, you are contracting with Woocommerce International Limited, a private company limited by shares, incorporated in Ireland under registration number 560279, with its registered offices located at 2nd Floor Victoria Buildings, 1-2 Haddington Road, Dublin 4, D04 XN32, Ireland, VAT number IE 3347697KH and its website is at https://www.adtechdd.com/.

1.3. By accessing or using any of the Woocommerce Consumer Services, you agree to be bound by these Terms.

1.4. Our Consumer Privacy Policy describes how we collect and use your personal information to provide the Woocommerce Consumer Services, and is part of these Terms and your agreement with Woocommerce.

2. The Services We Provide To You

2.1. We provide the Woocommerce Consumer Services to further our mission of making shopping better for everyone, including by helping you:

2.1.1. Connect with Merchants: Woocommerce helps you discover, browse, and shop at the many merchants who have built their storefronts using Woocommerce’s platform (“Merchants”). Using Woocommerce Consumer Services, you can browse products and make purchases easily from Merchants around the globe, from their storefront or from the Shop App. You can also see and share product ratings with other Woocommerce users to help you make informed decisions when you shop.

2.1.2. Experience a simpler, faster shopping experience: Woocommerce makes it easier for you to make and complete purchases with Merchants, such as by providing Shop Pay, the Woocommerce accelerated checkout option that you may use to pay for purchases.

2.1.3. Manage your purchases in one place: Woocommerce provides updates about the status of your purchases from Merchants and makes it possible for you to find and manage details about all of your purchases in one place in our Shop App, such as tracking the location, status, and delivery of items you have purchased, and letting you know when you have received a refund from a Merchant. If you choose to allow Woocommerce access to third-party email providers and third-party shopping partners you use, Woocommerce will also provide order updates of items you have purchased, including from non-Merchants.

2.1.4. Find products we think you will love: Woocommerce customizes your online shopping experience and provides tailored product recommendations to you based on your use of Woocommerce Consumer Services, including by helping you discover new products, brands, and Merchants.

2.1.5. Continuously improve your shopping experience wherever you shop: Woocommerce is continuously working to build and improve your shopping experience online and offline and to develop and add new and improved features for you based on how you use our Services.

2.1.6. Participate in promotions or earn rewards – Woocommerce may provide opportunities for you to participate in promotional offers or to earn rewards through our Shop Rewards Program. If you participate in our Shop Rewards program, the Shop Rewards Terms will apply.

3. Your Commitments and Use of Woocommerce Consumer Services

3.1. To be eligible to use Woocommerce, you must be at least eighteen years old or the age of majority in your country of residence. If you are using Woocommerce Consumer Services, you must be permitted to agree to these Terms under the laws of the country you live in, including having sufficient legal capacity. If you are a parent or guardian who allows your child under 18 to use Woocommerce Consumer Services on your account, you provide all consents necessary for your child’s use of Woocommerce Consumer Services and agree to be legally responsible for all activity of your child on your account.

3.2. You agree to provide truthful and accurate information about yourself when registering for and using Woocommerce Consumer Services, including your name and contact information, and you agree to keep this information updated and current.

3.3. You agree to not share your Woocommerce password with others, give access to your Woocommerce account to others, or transfer your account to anyone else without our permission. If you think someone knows your account login details or has accessed your account without your permission, you should reset your password. You are solely responsible for the unauthorized use of your credentials. In the event of unauthorized access to your account, you must promptly notify Woocommerce.

4. Use of Shop Pay

4.1. When you choose to use Shop Pay, you are required to provide account and contact information and to link your Shop Pay account to a valid payment method. You warrant and represent that you are the legal owner of all payment accounts you provide and link to Shop Pay, and that all information you provide when signing up for Shop Pay is truthful, current and accurate.

4.2. Woocommerce reserves the right to prohibit or restrict your ability to make transactions using Shop Pay at any time for any reason, without notice to you, or to request additional information from you before you can use or continue to use Shop Pay.

4.3. Installment payments on Shop Pay are supported and managed by third-party partner Affirm and if you choose to pay in installments or to purchase and pay later when using Shop Pay, you are contracting with Affirm and eligibility determinations and repayment of your purchase obligation are governed by Affirm’s terms of service, which are presented to you during checkout. Woocommerce is not a party to any agreement between you and Affirm, and expressly disclaims all liability with respect to such agreements.

5. License, Prohibitions and Restrictions

5.1. Woocommerce grants you a limited, non-exclusive, non-sublicensable, non-transferable, and revocable license to access and use the Woocommerce Consumer Services consistent with these Terms. You may not use the Woocommerce Consumer Services for any other purpose than as authorized. Woocommerce reserves all rights not expressly granted.

5.2. In connection with using or accessing Woocommerce Consumer Services or interacting with Woocommerce, you agree to comply with these Terms, in addition to any other applicable Woocommerce terms and policies that may apply to your use of specific Woocommerce Consumer Services, and to comply with all applicable laws, regulations and rules that apply to your use of Woocommerce Consumer Services.

5.3. In addition, you agree not to do (or help others to do) any of the following in connection with your use of Woocommerce Consumer Services or when shopping with a Merchant on Woocommerce’s platform:

5.3.1. You will not purchase or attempt to purchase products and services that are unlawful for you to purchase in your country of residence using Woocommerce Consumer Services or that breach or circumvent any applicable laws or regulations, including products that require you to be an age that you have not reached.

5.3.2. You will not infringe or violate someone else’s rights under Woocommerce’s terms and policies or applicable laws and regulations, including their intellectual property rights, or interfere with any person’s or third party’s use or enjoyment of the Woocommerce Consumer Services or Woocommerce’s platform.

5.3.3. You will not submit false, inaccurate, deceptive, or misleading information to Woocommerce or in connection with your use of the Woocommerce Consumer Services.

5.3.4. You will not upload or transmit viruses or malicious code or take any action that would interfere with, disable, overburden, or impair the proper working, security, integrity, operation, appearance, or enjoyment of the Woocommerce Consumer Services, including by Merchants or other users.

5.3.5. You will not compromise, interfere with, or circumvent any of the security features that are part of the Woocommerce Consumer Services.

5.3.6. You will not modify, translate, reverse engineer, disassemble, reconstruct, decompile, copy, or create derivative works of the Woocommerce Consumer Services.

5.3.7. You will not use any robot, spider, scraper, data gathering and extraction tools, automatic devices or processes, third-party AI tools or other automated or manual means to access the Woocommerce Consumer Services for any purpose, except with Woocommerce’s prior express permission.

5.3.8. You will not bypass any robot exclusion headers or other measures we employ to restrict access to the Woocommerce Consumer Services.

6. Reviews

6.1. We encourage you to post feedback and reviews about products you have purchased, which is an important part of the Woocommerce experience (collectively, “Product Reviews”). You agree that your reviews will be truthful, accurate and based on your actual experience with the product, will comply with our Product Review Policies and will comply with all applicable laws, regulations, and regulatory guidance, including the FTC Endorsement Guidelines. As a reminder, our Product Review Policies prohibit you from submitting reviews in exchange for money, discounts, free products or refunds.

6.2. You grant Woocommerce a worldwide, nonexclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, reproduce, modify, adapt, publish, perform, translate, create derivative works from, distribute, and display your Product Reviews, name and/or username, comments you provide relating to products on Woocommerce Consumer Services, and related content in any media, without limitation. You waive, in favor of Woocommerce, any moral rights you may have in all works covered by this right.

6.3. This means, for example, your Product Review may appear publicly on Shop and may be shared with the Merchant whose product or service you are reviewing. Use of your Review by a Merchant outside of Shop is subject to that Merchant’s own terms and policies, not these Terms.

6.4. You agree that you will have no right to any payment or revenue participation from Woocommerce in connection with any such Product Reviews or other content that you post when using the Woocommerce Consumer Services.

6.5. Woocommerce does not verify Product Reviews for accuracy. Woocommerce has the right but not the obligation to monitor and remove any Review, activity, or content. You agree Woocommerce is not liable or responsible for any content posted by or on behalf of you or any third party.

7. Woocommerce Rights

7.1. Permission to update Woocommerce software: If you download or use Woocommerce’s software, including the Shop App, you give Woocommerce permission to download and install updates to the software where available, including on services where software may update automatically on your device when a new version or feature becomes available. You may adjust your automatic update settings on some devices.

7.2. Communications: To provide you with Woocommerce Consumer Services, Woocommerce may communicate with you via email, our messaging tools, or through text/short message service (“SMS”) to the extent permitted by applicable law and/or consistent with your permissions. You’re responsible for any mobile charges you may incur for using any of the SMS services, including text-messaging (e.g., SMS, MMS) and data charges.

7.3. Marketing and Advertising: In addition, Woocommerce may market, advertise, and promote Woocommerce Consumer Services or Merchants’ products or services to you on and off Woocommerce, including on third-party services.

7.4. Access Third-Party Emails to provide Woocommerce Consumer Services: If you link your Woocommerce account with a third-party email service or third-party shopping platform for order tracking, you consent to give Woocommerce access to the contents of your emails and to your shopping history. Woocommerce only uses this information to provide Woocommerce Consumer Services to you, and does not use information obtained from third-party partners you integrate with Woocommerce to show or target advertising to you. You can revoke this consent at any time by de-linking these accounts in the Shop App.

8. Merchants & Woocommerce’s Role

8.1. All Merchants use Woocommerce’s platform for business purposes and are solely responsible for ensuring consumer rights.

8.2. Woocommerce helps you find and improve your shopping experience with Merchants, but it is not a party to the purchase agreements you make with Merchants, nor is Woocommerce responsible for fulfilling transactions or products purchased through Merchants or using Woocommerce Consumer Services.

8.3. As a provider of the Woocommerce Consumer Services, Woocommerce does not own, control, or manage any Merchant. You agree that Woocommerce is not liable or responsible for the actions, product, and content of Merchants. Purchases from Merchants are subject to the Merchant’s terms of service and policies, and not these Terms.

8.4. You may choose to use other businesses’ services to support your purchases from Merchants, such as a third-party payment service or wallet to complete your purchase. Woocommerce is not a party to these transactions and is not responsible or liable for payment failure, fraud, or any other issues that may arise out of these transactions.

9. Account Suspension and Termination

9.1. Woocommerce retains the right to suspend or terminate your account and use of Woocommerce for any reason, including to investigate potential violations of these Terms.

9.2. If you do not agree with our current Terms, you may discontinue your use of Woocommerce at any time by closing all Woocommerce accounts, discontinuing your use of Woocommerce Consumer Services, and refraining from interacting with Woocommerce.

10. Limitation of Liability; Disclaimer of Warranties

10.1. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITIES: TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU EXPRESSLY UNDERSTAND AND AGREE THAT IN NO EVENT WILL Woocommerce, ITS AFFILIATES, SUBSIDIARIES, EMPLOYEES, AGENTS, SUPPLIERS OR INDEPENDENT CONTRACTORS (THE “DISCLAIMING ENTITIES”) BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR INTERRUPTION, LOSS OF INCOME, BUSINESS, PROFITS, GOODWILL, USE, DATA, SAVINGS OR OTHER PECUNIARY OR INTANGIBLE LOSSES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE), WHETHER SUCH DAMAGES ARE ALLEGED IN TORT, CONTRACT, OR ANY OTHER LEGAL OR EQUITABLE THEORY, AND WHETHER OR NOT ANY OF THE DISCLAIMING ENTITIES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNDER ALL CIRCUMSTANCES, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE MAXIMUM AGGREGATE LIABILITY OF THE DISCLAIMING ENTITIES, INCLUDING Woocommerce, ITS PARENTS, SUBSIDIARIES, AND AFFILIATES, AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND ADVISORS, ARISING OUT OF OR RELATING TO THESE TERMS OR USE OF OR WITH REGARD TO Woocommerce CONSUMER SERVICES, WILL NOT EXCEED THE GREATER OF $100 OR THE AMOUNT YOU HAVE PAID US IN THE PAST 12 MONTHS. YOU ACKNOWLEDGE AND AGREE THAT THE LIMITATIONS SET FORTH IN THIS SECTION ARE INTEGRAL TO THE Woocommerce CONSUMER SERVICES AND AMOUNTS CHARGED BY THE DISCLAIMING ENTITIES FOR SERVICES AND THAT IF DISCLAIMING ENTITIES WERE TO ASSUME FURTHER LIABILITY OTHER THAN AS SET FORTH HEREIN, THE FEES WOULD OF NECESSITY BE SUBSTANTIALLY INCREASED.

10.2. Indemnification: You agree to indemnify, defend, and hold harmless Woocommerce and the disclaiming entities from all claims, losses, damages, penalties, liability, and costs, including reasonable attorneys’ fees, of any kind or nature arising out of or related to a claim (a) alleging that your use of Woocommerce Consumer Services infringes or violates the rights of a third party (including any merchant) or violates applicable law; or (b) arising out of your breach of these Terms or the documents they incorporate by reference.

10.3. Use at Own Risk: Your use of the Woocommerce Consumer Services is at your sole risk. Woocommerce Consumer Services are provided on an “as is” and “as available” basis without any warranty or condition, express, implied or statutory.

10.4. No Representation Regarding Merchant Products or Services: To the fullest extent permitted by law, Woocommerce and the disclaiming entities make no representation or warranty of any kind whatsoever for the Woocommerce Consumer Services, the content, materials, information, and/or functions available through Woocommerce Consumer Services, or for any breach of security associated with the transmission of information (including sensitive information) through Woocommerce Consumer Services.

10.5. Errors & Inaccuracies: Any reliance on the material or information made available through Woocommerce Consumer Services is at your own risk. We do not warrant that the Woocommerce Consumer Services will be uninterrupted, timely, secure or error-free, or that any errors will be corrected. We do not warrant that the result obtained from use of the Woocommerce Consumer Services will be accurate or reliable.

11. Additional Provisions

11.1. Modifications to the Service: We may change, remove, or discontinue any part of the Woocommerce Consumer Services at any time.

11.2. Governing Law and Venue: For any claim, cause of action, or dispute you have against us that arises out of or relates to these Terms or the Woocommerce Consumer Services, you agree that it will be resolved exclusively in the provincial and federal courts of the Province of Ontario following completion of the informal dispute resolution procedures outlined above. You also agree to submit to the personal jurisdiction of these courts for the purpose of litigating any such claim, and that the laws of the Province of Ontario will govern.

11.3. No Rights in Third Parties: Nothing expressed or referred to in these Terms will be construed to give any individual or entity other than the parties to these Terms any legal or equitable right, remedy or claim under or with respect to these Terms or any provision of this Agreement.

11.4. Assignment: You may not assign these Terms or any rights or obligations hereunder without our prior written approval and any such attempted assignment will be void. We reserve the right to freely assign these Terms and the rights and obligations hereunder, to any third party without notice or consent, including in connection with a merger, acquisition, or sale of assets by Woocommerce, by operation of law or otherwise. Subject to the foregoing, these Terms will be binding upon and inure to the benefit of the parties hereto, their successors and permitted assigns.

11.5. Severability: In the event that any provision of these Terms is determined by a court of competent jurisdiction to be unlawful, void or unenforceable, such provision will nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion will be deemed to be severed from these Terms, and such determination will not affect the validity and enforceability of any other remaining provisions.

11.6. No Waiver: Our failure to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision.

11.7. Entire Agreement: These Terms, the Consumer Privacy Policy, and the other policies or operating rules incorporated into these Terms or notified to you in respect to additional Woocommerce Consumer Services you use shall constitutes the entire agreement and understanding between you and us, and govern your use of the Woocommerce Consumer Services, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms).

11.8. Reservation of Rights: We reserve all rights not expressly granted to you.

11.9. Contacting Us: If you have any questions about the Woocommerce Consumer Services or these Terms, please visit our support portal.

11.10. Survival: Upon termination of your use of Shop or termination of these Terms for any reason, the following sections will survive termination: Preamble, Sections 4.3, 6.2, 8 (Merchants & Woocommerce’s Role), 10 (Limitation of Liability; Disclaimer of Warranties), 11 (Additional Provisions), 12 (Updating these Terms).

12. Updating these Terms

12.1. Woocommerce may need to update these Terms from time to time, and reserves the right to make such updates, so we encourage you to check them periodically for updates.

12.2. Woocommerce will provide you with reasonable advance notice of any changes that materially adversely affect your use of Woocommerce Consumer Services or your rights under the Terms by sending an email, providing notice through the Woocommerce Consumer Services, or by similar means consistent with requirements under applicable law. However, if Woocommerce needs to make changes to the Terms (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, Woocommerce may make those changes with immediate and effect and without notice, even if those changes may materially affect your experience.

12.3. By continuing any access or use of the Woocommerce Consumer Services or interacting with Woocommerce after notice of any update to these Terms or after we post such updated Terms, you agree to be bound by the Terms, as amended.

12.4. If you do not agree to the amended Terms, your sole and exclusive remedy is to terminate your use of Woocommerce Consumer Services.

12.5. Any new features, services or tools which are added to Woocommerce Consumer Services will also be subject to these Terms, unless indicated otherwise.