Table of Contents
1. Account Terms
2. Account Activation
3. Fillify Rights
4. Your Responsibilities
5. Payment of Fees and Taxes
7. Limitation of Liability and Indemnification
8. Intellectual Property and Your Materials
9. Additional Services
10. Feedback and Reviews
11. Privacy and Data Protection
12. Term and Termination
14. General Conditions
1. Account Terms
- To access and use the Services, you must register for a Fillify 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. Fillify may reject your application for an Account, or cancel an existing Account, for any reason, at 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 Fillify for the purposes of carrying on FBA or other fulfillment business activity and not for any personal, household or family purpose.
- 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, copyrighted content, the products you sell, and any photos, images, written content, information, or other data provided or made available by you or your affiliates to Fillify or its affiliates.
- You acknowledge that Fillify will use the email address you provide upon 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 Fillify, and your Primary Email Address must be capable of both sending and receiving messages. Your email communications with Fillify can only be authenticated if they come from your Primary Email Address.
- Technical support in respect of the Services is only provided to Fillify Users. Questions about the Terms of Service should be sent to Fillify Support.
- You are responsible for keeping your password secure. Fillify cannot and will not be liable for any loss or damage from your failure to maintain the security of your Account and Account password.
- 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 of Fillify.
- You agree not to work around, bypass, or circumvent any of the technical limitations of the Services, use any tool to enable features or functionalities that are otherwise disabled in the Services, or decompile, disassemble, or otherwise reverse engineer the Services.
- 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.
WHICH MEANSYou are responsible for your Account, the Materials you connect to the Fillify Service and the operation of your Fillify Account. If you violate Fillify’s Terms of Service, we may cancel your service access. If we need to reach you, we will communicate via the Primary Email Address.
2. Account Activation
2.1 Account Owner
- Subject to Section 2.1.2, the person signing up for the Service by opening an Account will be the contracting party (“Account 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 Account Owner in connection with the Service.
- If you are signing up for the Services on behalf of your employer, your employer will be the Account 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.
- Your Fillify Account can only be associated with one Account Owner. An Account Owner may have multiple Fillify Accounts if previously approved in writing by Fillify. “Account” means the online Account.
2.2 User Accounts
- Based on your Fillify pricing plan, you can create one or more User accounts (“User Accounts”) allowing other people to access the Account. Each User Account must include a full legal name and a valid email account. With User Accounts, the Account Owner can set permissions and let other people work in their Account while determining the level of access by User Accounts to specific business information (for example, you can limit User Account access to specific information about a Shipment on the Shipments page, or prevent User Accounts from changing general Account settings).
- The Account Owner is responsible for: (a) ensuring it’s employees, agents and subcontractors, including via User Accounts, comply with these Terms of Service; and (b) any breach of these Terms of Service by the Account Owner’s employees, agents or subcontractors. The Account Owner acknowledges and agrees that Account Owner will be responsible for the performance of all of its obligations under the Agreement, regardless of whether it sub-licenses or subcontracts any such obligations to any third party, including but not limited to any affiliates or subsidiaries of Account Owner.
- The Account Owner and the users under User Accounts are each referred to as a “Fillify User”.
3. Fillify Rights
- 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 in any jurisdiction. 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.
- Fillify reserves the right to determine, in our sole discretion, rightful Account ownership and transfer an Account to the rightful Account Owner. If we are unable to reasonably determine the rightful Account Owner, without prejudice to our other rights and remedies, Fillify reserves the right to temporarily suspend or disable an Account until resolution has been determined between the disputing parties.
- Fillify 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 our Services, or the Materials uploaded or posted to our Services, violate our Terms of Service.
- We reserve the right to provide our Services to your competitors and make no promise of exclusivity. You further acknowledge and agree that Fillify employees and contractors may also be Fillify 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.
- Verbal or written abuse of any kind (including threats of abuse or retribution) of any Fillify employee, member, or officer will result in immediate Account termination.
- 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.
4. Your Responsibilities
- You acknowledge and agree that you are responsible for the creation and operation of your Fillify Account and your Materials. This includes, but is not limited to, required legal disclosures, regulatory compliance, or your breach of these Terms of Service. You represent and warrant that your Account, your Materials and the goods you process 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, Fillify will not have no responsibility for your Account, or items sold to customers through the Services.
- You are solely responsible for the goods that you may sell through any third-party site or marketplace to which Fillify connects (including, but not limited to commissions, storage fees, pick and pack fees), including compliance with any applicable laws or regulations.
- You may not use the Fillify 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), or the Terms of Service for any marketplace or Third-Party which Fillify may connect to now or in the future. 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 Account or that may be held by you) in your use of the Service and your performance of obligations under the Terms of Service.
- The API Terms govern your access to and use of the Fillify 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.
5. Payment of Fees and Taxes
- You will pay the Fees applicable to your elected subscription to the Service (“Subscription Fees”) and any other applicable fees, including but not limited to applicable fees relating to Sales Tax or Third-Party Services (“Additional Fees”). Together, the Subscription Fees, and any Additional Fees are referred to as the “Fees”.
- You must keep a valid payment method on file with us to pay for all incurred and recurring Fees. Fillify will charge applicable Fees to any valid payment method that you authorize (“Authorized Payment Method”) on the first (1st) of every month for that month, and Fillify will continue to charge the Authorized Payment Method for applicable Fees until the Services and/or contract are terminated, and any and all outstanding Fees have been paid in full. Unless otherwise indicated, all Fees and other charges are in U.S. dollars, and all payments will be in U.S. currency.
- Subscription Fees are exclusive of applicable federal, provincial, state, local or other governmental sales, goods and services (including Goods and Sales Tax under the Goods and Services Tax Act, Chapter 117A of Singapore), fees or charges now in force or enacted in the future (“Taxes”).
- All Fees are paid in advance and will be billed on the first (1st) of every month for that month (each such date, a “Billing Date”). Fees will appear on an invoice, which will be sent to the Account Owner via the Primary Email Address provided. As well, an invoice will appear on the Account page of your Account’s administrative console. Users have approximately two weeks to bring up and settle any issues with Fees owed.
- 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, typically 5 (five) days later, but Fillify may attempt sooner. If the second attempt is not successful, we will make a final attempt, typically 5 (five) days following the second attempt, but in certain circumstances Fillify may do this second attempt sooner. 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 during any period of suspension. If the outstanding Fees remain unpaid for 60 days following the date of suspension, Fillify reserves the right to terminate your Account in accordance with Section 14.
- You are responsible for all applicable Taxes that arise from or as a result of your subscription to, or purchase of, Fillify’s services. To the extent that Fillify 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 along with your Subscription Fees due. 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 Fillify of your exemption. If you are not charged Taxes by Fillify, 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 Fillify under these Terms of Service will be paid free and clear of any deductions or withholdings whatsoever. Other than Taxes charged by Fillify 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. Fillify 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.
- You must maintain an accurate location in the administrative console of your Fillify Account. If you change jurisdictions, you must promptly update your location in the administrative console.
- Fillify does not provide refunds.
- “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. Fillify’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 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 here-under, 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
- You expressly understand and agree that, to the extent permitted by applicable laws, Fillify 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).
- You agree to indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, Fillify 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; (b) or your violation of any law or the rights of a third party.
- 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.
- 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.
- Fillify does not warrant that the Services will be uninterrupted, timely, secure, or error-free, but Fillify will make all possible efforts within Fillify’s power to minimal, if any, interference with the Service.
- Fillify is not responsible for any of your tax obligations or liabilities related to the use of Fillify’s Services.
- Fillify does not warrant that the quality of any 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
- We do not claim ownership of the Materials you provide to Fillify; however, we do require a license to those Materials. You grant Fillify a non-exclusive, transferable, sub-licensable, royalty-free, worldwide right and license to host, use, distribute, expose, modify, run, copy, Account, 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 Fillify and agree that this waiver may be invoked by anyone who obtains rights in the materials through Fillify, including anyone to whom Fillify may transfer or grant (including by way of license or sublicense) any rights in the Materials.
- If you owned the Materials before providing them to Fillify then, despite uploading them to your Fillify Account they remain yours, subject to any rights or licenses granted in the Terms of Service or elsewhere. You can remove your Fillify Account at any time by deleting your Account. Removing your Fillify Account does not terminate any rights or licenses granted to the Materials that Fillify requires to exercise any rights or perform any obligations that arose during the Term.
- You agree that Fillify can, at any time, review and delete any or all of the Materials submitted to the Services, although Fillify is not obligated to do so.
- You grant Fillify a non-exclusive, transferable, sub-licensable, royalty-free, worldwide right and license to use the names, trademarks, service marks and logos associated with your Account (“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 Fillify requires the license to exercise any rights or perform any obligations that arose during the Term.
8.2 Fillify Intellectual Property
- You agree that you may not use any trademarks, logos, or service marks of Fillify, whether registered or unregistered, including but not limited to the word mark FILLIFY, and the “F” and general design mark for Fillify (“Fillify Trademarks”) unless you are authorized to do so by Fillify in writing. You agree not to use or adopt any marks that may be considered confusing with the Fillify Trademarks. You agree that any variations or misspellings of the Fillify Trademarks would be considered confusing with the Fillify Trademarks.
- 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 Fillify or Fillify Trademarks or that use or include any terms that may be confusing with the Fillify Trademarks.
- You acknowledge and agree that the Terms of Service do not give you any right to implement Fillify patents.
9. Additional Services
9.1 Third-Party Services, Experts, and Experts Marketplace
- Fillify may from time to time recommend Third-Party software applications or services or website links (collectively, “Affiliates”) for your consideration or use, including via the Fillify Affiliates Program. Such Affiliate Services are made available only as a convenience, and your purchase, access or use of any such Affiliate Services is solely between you and the applicable third-party services provider (“Affiliate 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, Affiliate Provider(s).
- Fillify Affiliates Program is an online directory of independent third parties (“Affiliate Services”) that can help you build and operate your Ecommerce Business.
- You can engage and work with an Expert directly. Fillify Affiliates Program provides you with recommendations on Experts that can assist you with different aspects of your Business. Using the Fillify Affiliates Program, you can find, hire, and communicate with Affiliates and Providers directly at your discretion.
- Any use by you of Affiliate Services offered through the Affiliates found on the Fillify 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 Affiliate Services before using them. In some instances, Fillify may receive a revenue share from Affiliates that Fillify recommends to you or that you otherwise engage through your use of the Fillify Affiliates Program webpage.
- We do not provide any warranties or make representations to you with respect to Affiliates. You acknowledge that Fillify has no control over Affiliates and will not be responsible or liable to you or anyone else for such Affiliates. The availability of Affiliates on Fillify’s websites, including the Fillify Affiliates Program, or the integration or enabling of such Affiliates Services does not constitute or imply an endorsement, authorization, sponsorship, or affiliation by or with Fillify. Fillify does not guarantee the availability of Affiliates or Services and you acknowledge that Fillify may disable any Affiliate listed in the Affiliates Program at any time in its sole discretion and without notice to you. Fillify is not responsible or liable to anyone for discontinuation or suspension of access to, or disablement of, any Affiliates Service. Fillify strongly recommends that you seek specialist advice before using or relying on Affiliate Services, to ensure they will meet your needs.
- If you install or enable an Affiliates Service for use with the Services, you grant us permission to allow the applicable Affiliate Provider to access your data and other Materials and to take any other actions as required for the interoperation of the Affiliate Service, and any exchange of data or other Materials or other interaction between you and the Affiliate Provider is solely between you and such Affiliate Provider. Fillify 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 an Affiliate Service or an Affiliate Provider to your data or other Materials.
- You acknowledge and agree that: (i) by submitting a request for assistance or other information through the Affiliates Program, you consent to being contacted by one or more Affiliate Providers at the Primary Email Address (or such other email address provided by you) as well as the applicable user email address. You further agree that Fillify may share your contact details and the background information that you submit via the Affiliates Program with Affiliate Services. Experts may require access to certain admin pages on your Fillify Account. You choose the pages that the Experts can access.
- The relationship between you and any Third-Party Provider is strictly between you and such Third-Party Provider, and Fillify is not obligated to intervene in any dispute arising between you and a Third-Party Provider.
- Under no circumstances will Fillify 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, including any Expert. These limitations will apply even if Fillify has been advised of the possibility of such damages. The foregoing limitations will apply to the fullest extent permitted by applicable law.
- 1 You agree to indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, Fillify partners, officers, directors, agents, employees, and suppliers harmless from any claim or demand, including reasonable attorneys’ fees, arising out of your use of an Affiliate Service or your relationship with an Affiliate Provider.
9.2 Beta Services
- From time to time, Fillify 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 accounts (“Beta Services”). Beta Services are not part of the Services, and Beta Services may be subject to additional terms and conditions, which Fillify 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 Fillify 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 Fillify’s prior written consent. Fillify makes no representations or warranties that the Beta Services will function. Fillify may discontinue the Beta Services at any time in its sole discretion. Fillify 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. Fillify may change or not release a final or commercial version of a Beta Service in our sole discretion.
10. Feedback and Reviews
- Fillify welcomes any ideas and/or suggestions regarding improvements or additions to the Affiliates Program. Under no circumstances will any disclosure of any idea, suggestion or related material or any review of the Affiliates, Affiliate Services or any Affiliate Provider (collectively, “Feedback") to Fillify be subject to any obligation of confidentiality or expectation of compensation. By submitting Feedback to Fillify (whether submitted directly to Fillify or posted on any Fillify hosted forum or page), you waive any and all rights in the Feedback and that Fillify is free to implement and use the Feedback if desired, as provided by you or as modified by Fillify, without obtaining permission or license from you or from any third party. Any reviews of an Affiliate Service or Affiliate Provider that you submit to Fillify 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. Fillify reserves the right (but not the obligation) to remove or edit Feedback of Affiliate Services or Affiliate Providers, but does not regularly inspect posted Feedback.
11. Privacy and Data Protection
12. Term and Termination
- 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”).
- You may cancel your Account and terminate the Terms of Service at any time by contacting Fillify Support and then following the specific instructions indicated to you in Fillify’s response.
- 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.
- Upon termination of the Services by either party for any reason:
- Fillify 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 Service, you will not be entitled to any refunds of any Fees, pro rata or otherwise;
- any outstanding balance owed to Fillify for your use of the Services through the effective date of such termination will immediately become due and payable in full; and
- your Fillify Account will be taken offline.
- 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.
- 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 Fillify administrative console, or by similar means. However, Fillify 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 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.
- Fillify 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 Fillify administrative console, or by similar means. Fillify 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).
14. General Conditions
- The Terms of Service will be governed by and interpreted in accordance with the laws of the State of Delaware and the laws of the United States applicable therein, without regard to principles of conflicts of laws.
- 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. Fillify 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 Fillify’s prior written consent, to be given or withheld in Fillify’s sole discretion.
- The Terms of Service, including the documents it incorporates by reference, constitute the entire agreement between you and Fillify and govern your use of the Services and your Account, superseding any prior agreements between you and Fillify (including, but not limited to, any prior versions of the Terms of Service).
- Save for Fillify and its affiliates, you or anyone accessing Fillify 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.
- The failure of Fillify 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.
- The Terms of Service may be available in languages other than English. To the extent of any inconsistencies or conflicts between these English Terms of Service and Fillify’s Terms of Service available in another language, the most current English version of the Terms of Service at https://www.fillify.com/legal/terms will prevail. Any disputes arising out of these Terms of Service will be resolved in English unless otherwise determined by Fillify (acting in its sole discretion) or as required by applicable law.
- On termination, all related rights and obligations under the Terms of Service immediately terminate, except that (a) you will remain responsible 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 (Affiliates Services, Affiliate Providers, and the Affiliates), 10 (Feedback and Reviews), 11 (Privacy and Data Protection), 12 (Cancellation and Termination), 13 (Modifications), and 14 (General Conditions) will survive the termination or expiration of these Terms of Service.
- 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.