Terms of Service

Terms of Service

Wizard Labs (Wizard Labs, “we”, “us”, “our” and terms of similar meaning) operates the website hosted at the wizardlabs.cloud domain and all associated subdomains (the “Website”), as well as the services provided by the Website (the “Service”) in compliance with these terms and conditions of use.

Before you install our app on your store, you must read, understand and agree the terms stated here, and by using the Service you become legally bound by them.

The Service is an online invoicing software for Shopify stores. It is a mobile-compatible web application that allows the design and creation of invoices, packing slips, credit notes, and other document types. The Service is based on the SaaS (software as a service) model and requires a subscription.

Access

Wizard Labs allows the Merchant to use the Application and related documentation for internal business purposes, as long as all terms and conditions of the agreement are met. The usage rights are non-transferable and non-exclusive, and are only valid for the duration of the subscription. Wizard Labs reserves the right to update the application, but will not remove any key features without providing notice to the Merchant.

Description

The Wizard Labs is a web-based invoicing tool primarily designed for merchants who use Shopify. By installing the app from the Shopify App Store, merchants are able to create invoices and other documents in PDF format. The app connects to the merchant's store through Shopify's API.

Restrictions

The users of the Application are not allowed to:

• Duplicate or reproduce the content, text, or wording of the agreement, unless it is permitted by the Agreement.
• Remove or damage any proprietary markings or legends placed on or contained in the Application, terms, or Wizard Labs Intellectual Property.
• Assign, sell, resell, sublicense, rent, lease, time-share, distribute, or otherwise transfer the rights granted to the Merchant under this Agreement to any third party, unless it is explicitly stated in this Agreement.
• Modify, reverse engineer, or disassemble the Application.
• Decompile, attempt to derive the source code or underlying ideas or algorithms of any part of the Application, attempt to recreate the Application, or use the Application for any competitive or benchmark purposes, except to the extent that applicable laws specifically prohibit such restriction.
• Create, translate, or otherwise prepare derivative works based on the Application, terms, or Wizard Labs Intellectual Property.
• Interfere with or disrupt the integrity or performance of the Application.
• Attempt to gain unauthorized access to the Application or its related systems or networks, or perform unauthorized actions on the Application.
• Use the Application in a manner that infringes on the Intellectual Property rights, publicity rights, or privacy rights of any third party, or to store or transfer defamatory, trade libelous, or otherwise unlawful data.

If the Merchant's usage of the Application goes beyond the terms outlined in this Agreement or violates it, the Merchant must work with Wizard Labs to resolve any negative impact on the Application or pay an additional fee that has been mutually agreed upon.

More Details About Wizard Labs

Once the Merchant installs the Application, Wizard Labs will create an account for the Merchant and provide them with access information as soon as possible. Within the limitations and restrictions outlined in this Agreement, Wizard Labs grants the Merchant a non-exclusive license to use the Application for the intended purpose using a standard web browser or mobile device, in accordance with this Agreement, for the duration of the subscription period.

Login

The Merchant is entirely responsible for making sure that no unauthorized third party has access to the Application, that they have the necessary knowledge to use the Application, and that they use passwords and access procedures properly when logging into the Application. Wizard Labs reserves the right to refuse registration or cancel login IDs if it reasonably believes that they violate the terms outlined in this Agreement and will promptly inform the Merchant in writing if they do so. In addition, if Wizard Labs sees an unusual and significant spike or increase in the Merchant's usage of the Application, and if they reasonably suspect or know that the traffic or usage is fraudulent or negatively impacting the Application's operation capability, they may suspend the Merchant's access and use of the Application. Wizard Labs will provide notice before suspension if permitted by law, or if they believe providing notice poses a security risk to the Application. Wizard Labs will promptly reinstate the Merchant's access and use of the Application once the issue has been resolved.

Subscription

Wizard Labs provides a subscription service for the Merchant's specific needs, under a Merchant Account. The cost of using the application is based on a monthly fee, which is billed monthly. In other words, Wizard Labs allows the administrator of the Merchant account to use it for an entire month. If the merchant fails to pay additional fees, Wizard Labs reserves the right to suspend the subscription and account.

Support

For assistance regarding the app or your subscription, you can contact Wizard Labs by sending an email to helpwizard@wizardlabs.cloud. We will be happy to assist you with any issues or questions you may have.

Obligations

The license provided by Wizard Labs to the Merchant is subject to the following limitations:

• The Application can only be used by the merchant identified in the Statement of Services. However, the Merchant may change their subscription to meet their new needs, according to the process outlined in the Agreement.

Additionally, the license granted by Wizard Labs to the Merchant under this Clause is subject to the following prohibitions:

• The Merchant is not allowed to sublicense their right to access and use the application to a third party.
• The Merchant is not allowed to frame or republish or redistribute the Application.
• The Merchant is not allowed to alter or adapt or edit the Application, except as specifically permitted by this Agreement.
• The Merchant has no right to access the object code or source code of the Application, either during or after the Term.
• All Intellectual Property Rights in the Application belong exclusively to Wizard Labs.
• The Merchant must use all reasonable efforts to prevent unauthorized access to the Application using the Merchant's account.
• The Merchant must not use the Application in any way that causes, or may cause, damage to the Application or impairs the availability or accessibility of the Application, or any of the areas of, or services on, the Application.
• The Merchant must not use the Application in any way that is illegal, fraudulent, or harmful.
• The Merchant must not use the Application for any illegal, fraudulent, or harmful purpose or activity.

Other Obligations

During the subscription period, Wizard Labs will provide Support Services to the Merchant and may apply upgrades to the Application, but with prior notice sent to the Merchant. However, Wizard Labs reserves the right to subcontract the provision of any of the Support Services without obtaining the Merchant's consent.

Merchant Materials

The Merchant grants Wizard Labs, during the subscription period, a non-exclusive license to store, copy, and use the Merchant Materials on the Application for the purpose of operating the Application, providing the Services, fulfilling its other obligations under the Agreement, and exercising its rights under the Agreement. Unless otherwise stated in the Agreement, all Intellectual Property Rights in the Merchant Materials will remain the property of the Merchant. The Merchant warrants and represents to Wizard Labs that the Merchant Materials, and their use by Wizard Labs in accordance with the terms of the Agreement, will not:

• Violate any laws, statutes, regulations, or legally-binding codes.
• Infringe any person's Intellectual Property Rights or other legal rights.
• Give rise to any cause of action against Wizard Labs, the Merchant, or any third party.

If Wizard Labs reasonably suspects that the Merchant has violated the provisions of this section, they may:

• Delete or edit the related Merchant Materials.
• Suspend any or all of the Services and/or the Merchant's access to the Application while they investigate the matter.
• Any violation by the Merchant will be considered a significant breach of the Agreement.

Wizard Labs will make sure that the Merchant Materials stored and processed by the Application are kept separate and not mixed with the materials of other Merchants using Wizard Labs.

Indemnity

The Merchant will indemnify and will keep indemnified Wizard Labs against all liabilities, damages, losses, costs, and expenses (including legal expenses and amounts paid upon legal advice in settlement of any disputes) suffered or incurred by Wizard Labs and arising as a result of any breach by the Merchant.

Data protection

The merchant confirms that they have the legal authority to share personal data with Wizard Labs as part of their agreement. Wizard Labs assures that they will only act upon instructions from the merchant regarding the handling of personal data and have adequate security measures in place to protect against unauthorized access or loss of the data. Both parties agree to comply with applicable data protection laws, with special attention to compliance with laws in the European Economic Area, United Kingdom, and California. If the merchant is based in or will handle data of individuals in these areas, they will also comply with the Data Processing Addendum which is now a part of this Agreement.

Confidentiality

Wizard Labs agrees to keep confidential any information provided by the merchant, known as Merchant Confidential Information, and to not disclose it to anyone except as stated in the agreement. They will take reasonable measures to protect this information from unauthorized disclosure. Wizard Labs may share this information with its employees, agents, insurers, and professional advisers, but only if they are bound by confidentiality agreements. Exceptions to this confidentiality clause include information that is already publicly known, information already in possession of Wizard Labs, information received from a third party, or information required by law. If disclosure is required by law, Wizard Labs will give the merchant prompt written notice if possible.

Security of Merchant Data

Wizard Labs will put in place appropriate security measures to protect the confidentiality and security of Merchant Data from accidental or unauthorized destruction, alteration, access, or disclosure. They will use the Merchant Data solely for the purpose of fulfilling their obligations under this agreement, and as otherwise agreed upon. They will also not decrease their security controls during the term of the agreement. These obligations are in addition to any other privacy, security, or confidentiality requirements outlined in this agreement or the Data Processing Addendum.

Term

This agreement will take effect when the merchant first accesses the Application and will remain in force for the duration of their subscription term or as long as they continue to use the Application.

Termination

Either party can terminate this agreement by providing written notice to the other party if the other party breaches the agreement and does not correct the issue within 30 days, or if the other party goes bankrupt, dissolves, has a receiver appointed for a significant portion of their assets, or stops operating their business. Also, if either party is required by law or regulation to terminate the agreement, it will not be considered a breach of the agreement. Wizard Labs reserves the right to suspend the merchant's access to the Application if there's a material breach of the agreement that isn't resolved. Wizard Labs will restore the merchant's access once the issue is resolved. Upon termination or expiration of the agreement, any rights and obligations will continue, and any outstanding fees and charges will become due and payable.

Notices

Any notice given under this agreement must be in writing, and can be delivered personally, sent by recorded mail, or sent by email. The notice should be addressed to the appropriate person and sent to the appropriate address or email address as provided in this clause, or as notified by one party to the other.

Dispute Procedure

If you have any issues or disputes with Wizard Labs regarding the provision of the Application and services, you agree to try to resolve them through discussion. However, if a resolution cannot be reached through discussion, any commercial disputes will be handled by the appropriate commercial court.

Governing Law

This agreement will be governed and interpreted in accordance with the laws of The Supreme Court, and any disputes arising from or related to this agreement will be under the exclusive jurisdiction of the Supreme Court.

Updated at: November 2024