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Terms of service
Terms of Service for Llama Commerce Applications
Last Updated: March 19, 2025
Applicable to: LC | Manual Related Products, LC | Easy Account Creation, Llama Bundles, and Llama Upsells
Llama Commerce LLC ("Llama Commerce") owns, operates, and provides the Llama Commerce Service (as defined in Section 1 below) subject to this Terms of Service Agreement (hereinafter, this "Agreement"). PLEASE READ THIS AGREEMENT CAREFULLY, AS IT SETS FORTH THE LEGALLY BINDING TERMS AND CONDITIONS GOVERNING THE ACCESS AND USE OF THE LLAMA COMMERCE SERVICE. PLEASE NOTE: THIS AGREEMENT ALSO CONTAINS AN AGREEMENT TO ARBITRATE IN SECTION 14 BELOW WHICH WILL REQUIRE CUSTOMER TO SUBMIT CLAIMS AGAINST LLAMA COMMERCE TO BINDING AND FINAL ARBITRATION.
ACCEPTANCE OF THIS AGREEMENT
BY CREATING AN ACCOUNT FOR THE LLAMA COMMERCE SERVICE, AND/OR ACCEPTING THE PRICING AND PAYMENT ORDER CONFIRMATION DURING ONBOARDING AND INSTALLATION OF THE LLAMA COMMERCE SERVICE OR ENTERING INTO A WRITTEN OR ELECTRONIC ORDER FORM WITH LLAMA COMMERCE (EACH, AN "ORDER FORM") TO OBTAIN ACCESS TO THE LLAMA COMMERCE SERVICE (INCLUDING, BUT NOT LIMITED TO, ON A TRIAL BASIS), OR OTHERWISE ACCESSING AND/OR USING THE LLAMA COMMERCE SERVICE IN ANY MANNER, YOU HEREBY EXPRESSLY UNDERSTAND, ACKNOWLEDGE, AND AGREE TO THE FOLLOWING:
- YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT (INCLUDING ALL OF THE TERMS AND CONDITIONS SPECIFIED OR REFERENCED BELOW);
- YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT (INCLUDING ALL OF THE TERMS AND CONDITIONS SPECIFIED OR REFERENCED BELOW), ON BEHALF OF THE ENTITY OR PERSON NAMED ON THE ACCOUNT IN RESPECT OF WHOM ACCESS AND USE OF THE LLAMA COMMERCE SERVICE WAS OBTAINED (SUCH ENTITY OR PERSON, THE "CUSTOMER"), AND TO BIND CUSTOMER TO THE TERMS OF THIS AGREEMENT; AND
- YOU AGREE THAT CUSTOMER IS ENTERING INTO THIS AGREEMENT (INCLUDING ALL OF THE TERMS AND CONDITIONS SPECIFIED OR REFERENCED BELOW) WITH LLAMA COMMERCE LLC.
IF YOU DO NOT AGREE WITH ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, OR DO NOT HAVE SUCH AUTHORITY, DO NOT CREATE AN ACCOUNT OR ACCESS OR USE THE LLAMA COMMERCE SERVICE (OR ANY PART THEREOF). This Agreement was last updated as of the date set forth above. The effective date of this Agreement is the date Customer accepts this Agreement as set forth above (the "Effective Date").
1. DEFINITIONS
"Authorized Users" means employees, contractors or consultants of Customer authorized to use the Llama Commerce Service on behalf of Customer, subject to the terms of this Agreement.
"Customer Content" means text, images, graphics, logos, trademarks, and all other content of Customer transmitted, uploaded, submitted and/or otherwise provided by or on behalf of Customer in connection with the use of the Llama Commerce Service.
"Customer Data" means all data and other information transmitted, collected, uploaded and/or submitted through the Llama Commerce Service, or otherwise provided or made available by Customer and/or any Authorized Users hereunder in connection with the use of the Llama Commerce Service, but expressly excluding Operational Metrics.
"Customer Store" means the online Shopify store controlled and operated by Customer that Customer connects to the Llama Commerce Service.
"Documentation" means Llama Commerce's then-current technical user manuals, documentation and/or other materials for the use of the Llama Commerce Service, made available to Customer by Llama Commerce.
"Intellectual Property Rights" means patents and patent applications, inventions (whether or not patentable), trademarks, service marks, trade dress, copyrights, trade secrets, know-how, data rights, specifications, mask-work rights, moral rights, author's rights, and other intellectual property rights, as may exist now or hereafter come into existence, and all derivatives, renewals and extensions thereof, regardless of whether any of such rights arise under the laws of the United States or of any other state, country or jurisdiction.
"Operational Metrics" means anonymized statistics, metrics, analytics, and data regarding the performance and operation of the Llama Commerce Service (or any part thereof) that Llama Commerce collects in connection with the use of the Llama Commerce Service, and other operational and technical metrics necessary to manage and perform the Llama Commerce Service.
"Service Fees" means the fees due and payable by Customer for the use of the Llama Commerce Service based on the Customer's applicable Service Tier. Please see the Llama Commerce Pricing Page for current Service Fees and Service Tiers.
"Service Tier" means the applicable service plan for which Customer will be charged, based on the Customer's usage metrics in the period immediately preceding the first day of each Service Term. Please see the Llama Commerce Pricing Page for current Service Fees and Service Tiers.
"Service Term" means the period set forth in each applicable Order Form (or if there is no such period set forth in an Order Form, then the thirty (30) day period commencing: (i) on the date Customer first connects the Llama Commerce Service to the Customer Store, or, (ii) upon expiration of the Trial Period, if Customer has obtained the Llama Commerce Service on a trial basis as set forth in Section 3.1). The Service Term will automatically renew for successive periods set forth in the applicable Order Form (or if no such renewal periods are set forth in an Order Form, then the Service Term will renew for successive thirty (30) day periods), in each case unless Customer terminates this Agreement, and disconnects and ceases all use of the Llama Commerce Service, as set forth in Section 5.2 prior to the expiration of the then-current Service Term.
"Trial Period" has the meaning given to such term in Section 3.1.
"Usage Parameters" means any usage parameters and/or restrictions regarding the scope of use of the Llama Commerce Service specified in the then-current pricing plan, the applicable Documentation, Order Form(s), and/or in writing by Llama Commerce.
"Llama Commerce Service" means Llama Commerce's proprietary software applications, platforms, and/or any related support or other services provided by Llama Commerce to Customer in connection with the use thereof, including but not limited to the following applications: (1) LC | Manual Related Products, (2) LC | Easy Account Creation, (3) Llama Bundles, and (4) Llama Upsells (collectively, the "Applications").
2. ACCOUNTS; CUSTOMER DATA AND CONTENT
2.1 Accounts. In order to access and use the Llama Commerce Service, Customer must register an account ("Account"). In registering an Account, Customer agrees to provide and maintain up to date information that is true, accurate, current, up to date, and complete. Customer is solely responsible and liable for any use of the Llama Commerce Service and/or activity originating from the Account, regardless of whether such use and/or activity is authorized by Customer. Customer agrees to notify Llama Commerce immediately of any unauthorized use of the Account.
2.2 Authorized Users. Customer agrees that it shall not permit any person other than Authorized Users to access and use the Llama Commerce Service and will ensure that its Authorized Users use the Llama Commerce Service solely in accordance with this Agreement. Customer acknowledges and agrees that Customer is solely responsible for the use of the Llama Commerce Service by Authorized Users, and any breach of this Agreement by any Authorized User will be deemed a breach by Customer.
2.3 Customer Data & Customer Content. As between Customer and Llama Commerce, subject to the licenses expressly granted to Llama Commerce herein, Customer shall retain all right, title, and interest in and to Customer Data and Customer Content. Customer grants to Llama Commerce a non-exclusive, royalty-free, fully-paid, worldwide right and license to use, process, reproduce, display, modify, incorporate, and perform the Customer Data and Customer Content for the purpose of hosting, operating, and providing the Llama Commerce Service and otherwise developing, improving, training, optimizing and otherwise exploiting in any medium Llama Commerce's products, services and technologies during the term of the Agreement.
2.4 Data Processing. Customer acknowledges and agrees that as between Customer and Llama Commerce, Customer is the data controller and/or business and Llama Commerce is merely a data processor and/or service provider as such terms are defined pursuant to applicable data protection laws.
2.5 Personal Data of Children. Customer agrees not to upload, transmit, and/or submit through, or in connection with the use of, Llama Commerce Service, or otherwise provide to Llama Commerce any personal data about individuals that Customer knows or has reason to know are under the age of 18.
3. ACCESS AND USE OF SERVICES AND APPLICATIONS
3.1 Service Term; Trial Period. Subject to the terms and conditions of this Agreement (including payment of applicable fees), Llama Commerce will provide Customer access to the Llama Commerce Service during the Service Term (including any renewal thereof, and until the expiration of the last Service Term under each applicable Order Form). For the avoidance of doubt, Customer acknowledges and agrees that each Service Term will automatically renew for successive periods as set forth in the applicable Order Form (or if no such renewal period is set forth in the applicable Order Form, then for successive thirty (30) day periods), in each case unless Customer terminates this Agreement, and disconnects and ceases all use of the Llama Commerce Service, as set forth in Section 5.2 prior to the expiration of the then-current Service Term. If Customer has obtained the Llama Commerce Service on a trial-basis, Customer will have a period of fourteen (14) days from the date Customer first connects the Llama Commerce Service to the Customer Store or such other period expressly agreed to in writing by Llama Commerce, to use the Llama Commerce Service on a trial-basis (the "Trial Period").
3.2 Access to the Service. Subject to the terms and conditions of this Agreement (including payment of applicable fees), Llama Commerce grants to Customer a non-exclusive, non-sublicensable, non-transferable limited right during the Trial Period, if applicable, and the Service Term, to access and use the Llama Commerce Service, including any or all of the Applications (LC | Manual Related Products, LC | Easy Account Creation, Llama Bundles, and Llama Upsells), for Customer's own internal business purposes, in accordance with this Agreement and the Documentation, and subject to any applicable Usage Parameters. Each Application may have specific features, functionality, and usage limitations as described in the applicable Documentation.
3.3 Restrictions and Prohibited Uses. Customer agrees that Customer will not, and it will not permit any third party (including, without limitation, any Authorized User) to: (i) modify, adapt, translate or create derivative works based on the Llama Commerce Service (or any part thereof) or Documentation; (ii) reverse engineer, decompile, disassemble, or otherwise derive or determine or attempt to derive or determine the source code; (iii) distribute, license, sublicense, assign, transfer or otherwise make available to any third party the Llama Commerce Service (or any part thereof) and/or Documentation; (iv) remove, alter, or obscure in any way any proprietary rights notices; (v) interfere with or disrupt the integrity or performance of the Llama Commerce Service (or any part thereof), or any system, network or data; (vi) attempt to gain unauthorized access to the Llama Commerce Service (or any part thereof), or its related systems or networks; (vii) frame or utilize framing techniques to enclose the Llama Commerce Service or any portion thereof; (viii) use any meta tags, "hidden text", robots, spiders, crawlers, or other tools to collect, scrape, index, mine, republish, redistribute, transmit, sell, license or download the Llama Commerce Service, content, or the personal information of others without Llama Commerce's prior written permission; (ix) use the Llama Commerce Service to store or transmit any malicious code or software; (x) violate any applicable local, state, national or international law in Customer's use of the Llama Commerce Service.
3.4 Llama Commerce Proprietary Rights. Llama Commerce and/or its licensors shall retain all rights, title, interest, in and to, and ownership of the Llama Commerce Service (and all parts thereof), Documentation, and any text, graphics, images, works of authorship of any kind, and information or other materials that are posted, generated, provided or otherwise made available through the Llama Commerce Service (but excluding Customer Content and Customer Data), and all copyright, patent, trade secret, trademark and other intellectual property and proprietary rights thereto.
4. FEES; PAYMENT TERMS
4.1 Service Fees. Customer agrees to, and shall, pay to Llama Commerce the applicable Service Fees based on the Customer's applicable Service Tier for each Service Term. Llama Commerce reserves the right, at any time, to increase the fees payable hereunder, and/or change, update, or modify the Llama Commerce's pricing and/or payment terms; provided that, any increase in fees applicable to Customer shall not take effect until the start of the next Service Term.
4.2 Payment Terms. Unless otherwise set forth in the applicable Order Form and/or otherwise expressly agreed in writing by Llama Commerce the Service Fees shall be due and payable by Customer in advance on or before the first day of the Service Term (and each renewal thereof). All fees are listed and payable in United States Dollars (USD). Except as otherwise expressly set forth in this Agreement, all fees are non-refundable and non-cancellable.
4.3 Taxes. The fees are exclusive of any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction (collectively, "Taxes"), and Customer is and shall be responsible for payment of all such taxes.
5. TERM; TERMINATION
5.1 Term. The term of this Agreement commences on the Effective Date and will remain in effect during the Service Term (including any renewal thereof), or until terminated in accordance with this Agreement (whichever is sooner). Each Service Term shall automatically renew as set forth in Section 3.1.
5.2 Termination. Customer may terminate this Agreement by disconnecting the Llama Commerce Service from Customer's Shopify account, and ceasing all access to the Llama Commerce Service. Customer acknowledges and agrees that notwithstanding any termination of this Agreement, the Service Fees are non-refundable and non-cancellable. At any time, Llama Commerce may suspend or terminate Customer's and/or any Authorized User's right to access or use the Llama Commerce Service (or any part thereof), or terminate this Agreement with respect to Customer if Llama Commerce, in good faith, believes that Customer has used the Llama Commerce Service (or any part thereof) in violation of this Agreement.
5.3 Effect of Termination. Upon termination of this Agreement for any reason, all outstanding fees immediately becoming due and payable, including, without limitation, any Service Fees due and payable for the remainder of the then-current Service Term, and Customer's and its Authorized Users' right to access and use the Llama Commerce Service will automatically terminate.
6. DISCLAIMER
THE LLAMA COMMERCE SERVICE (AND ALL PARTS THEREOF), DOCUMENTATION, AND ANY OTHER MATERIALS OR SERVICES PROVIDED BY LLAMA COMMERCE, ARE PROVIDED "AS IS" AND "AS AVAILABLE" AND LLAMA COMMERCE AND ITS LICENSORS AND SUPPLIERS HEREBY EXPRESSLY DISCLAIM ANY REPRESENTATIONS, WARRANTIES OR GUARANTEES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, SATISFACTORY PURPOSE, ACCURACY, OR NON-INFRINGEMENT. LLAMA COMMERCE AND ITS LICENSORS AND SUPPLIERS DO NOT WARRANT OR MAKE ANY GUARANTEE THAT DEFECTS WILL BE CORRECTED OR THAT THE LLAMA COMMERCE SERVICE (OR ANY PART THEREOF), DOCUMENTATION, OR ANY OTHER MATERIALS OR SERVICES PROVIDED BY LLAMA COMMERCE OR CONTENT MADE AVAILABLE THROUGH THE LLAMA COMMERCE SERVICE: (I) WILL MEET CUSTOMER'S REQUIREMENTS; (II) WILL BE COMPATIBLE WITH CUSTOMER'S NETWORK, COMPUTER OR MOBILE DEVICE, OR ANY THIRD PARTY PRODUCTS OR SERVICES; (III) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE BASIS; OR (IV) WILL BE ACCURATE OR RELIABLE. CUSTOMER EXPRESSLY ACKNOWLEDGES AND AGREES THAT THE USE OF THE LLAMA COMMERCE SERVICE, AND ALL RESULTS OF SUCH USE IS SOLELY AT CUSTOMER'S OWN RISK. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY CUSTOMER FROM LLAMA COMMERCE, ANY THIRD PARTY, OR THROUGH THE LLAMA COMMERCE SERVICE, SHALL CREATE ANY WARRANTY.
7. LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW: (I) IN NO EVENT SHALL LLAMA COMMERCE BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, PUNITIVE, SPECIAL OR INCIDENTAL OR OTHER DAMAGES RESULTING FROM, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE ACCESS, USE OF, OR INABILITY TO ACCESS OR USE THE LLAMA COMMERCE SERVICE (OR ANY PART THEREOF), AND/OR ANY OTHER MATERIALS OR SERVICES PROVIDED BY LLAMA COMMERCE, EVEN IF LLAMA COMMERCE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES EXCEPT TO THE EXTENT SUCH DAMAGES ARISE DIRECTLY AND SOLELY FROM WILLFUL MISCONDUCT OR GROSS NEGLIGENCE ON THE PART OF LLAMA COMMERCE, AND (II) IN NO EVENT SHALL LLAMA COMMERCE'S TOTAL CUMULATIVE LIABILITY ARISING FROM OR RELATED TO THIS AGREEMENT OR THE ACCESS, USE OF, OR INABILITY TO ACCESS OR USE THE LLAMA COMMERCE SERVICE (OR ANY PART THEREOF), AND/OR ANY OTHER MATERIALS OR SERVICES PROVIDED BY LLAMA COMMERCE HEREUNDER EXCEED THE GREATER OF THE SERVICE FEES PAID OR PAYABLE TO LLAMA COMMERCE BY CUSTOMER HEREUNDER DURING THE TWELVE (12) MONTH PERIOD PRIOR TO THE CAUSE OF ACTION, OR ONE HUNDRED DOLLARS ($100.00). THE PARTIES AGREE THAT THESE LIMITATIONS SHALL APPLY EVEN IF THIS AGREEMENT OR ANY LIMITED REMEDY SPECIFIED HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. THE PARTIES AGREE THAT THIS SECTION 7 REPRESENTS A REASONABLE ALLOCATION OF RISK AND THAT LLAMA COMMERCE WOULD NOT PROCEED IN THE ABSENCE OF SUCH ALLOCATION.
8. INDEMNIFICATION
Customer shall indemnify, defend, and hold Llama Commerce and its affiliates and subsidiaries, and their respective officers, directors, shareholders, employees, contractors, agents, successors and assigns (collectively, "Llama Commerce Indemnified Parties"), harmless from and against any and all liability, losses, claims, expenses (including reasonable attorneys' fees), demands or damages of any kind, arising out of or related to (i) Customer's breach of this Agreement; (ii) allegations that the Customer Content, or Customer's activities in connection with, or use of, the Llama Commerce Service (or any part thereof), violate any applicable laws, rules or regulations, or infringe or misappropriate the intellectual property rights of any third party; (iii) Customer Data or a violation of any applicable privacy law, rule or regulation by Customer; and/or (iv) Customer's use of the Llama Commerce Service.
9. CONFIDENTIALITY
Each party (the "Disclosing Parties") may from time to time during the term of this Agreement disclose to the other party (the "Receiving Party") certain proprietary and non-public information regarding the Disclosing Party's products, services, and business (collectively, "Confidential Information"). The Receiving Party will not use any Confidential Information of the Disclosing Party for any purpose not expressly permitted by this Agreement, and will disclose the Confidential Information of the Disclosing Party only to the employees or contractors of the Receiving Party who have a need to know such Confidential Information for the purposes of this Agreement and who are under a duty of confidentiality no less restrictive than the Receiving Party's duty hereunder.
10. AVAILABILITY OF THE SERVICES AND APPLICATIONS
Information describing the Llama Commerce Service and Applications (LC | Manual Related Products, LC | Easy Account Creation, Llama Bundles, and Llama Upsells) is accessible worldwide but this does not mean the Llama Commerce Service and Applications, or certain portions thereof, are available in Customer's country. Llama Commerce may restrict access to the Llama Commerce Service and Applications, or portions thereof, in certain countries in its sole discretion. It is Customer's responsibility to make sure Customer's use of the Llama Commerce Service and Applications is legal in Customer's country of residence. Llama Commerce reserves the right to modify, update, or discontinue any of the Applications or their features at any time without notice.
11. ELECTRONIC COMMUNICATIONS
By using the Llama Commerce Service, Customer consents to receiving electronic communications from Llama Commerce. These electronic communications may include notices about applicable fees and charges, transactional information and other information concerning or related to Customer's use of the Llama Commerce Service.
12. GOVERNING LAW AND DISPUTE RESOLUTION
12.1 Governing Law. This Agreement will be governed by the laws of the State of Delaware, United States of America without giving effect to any conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods in its entirety is expressly excluded from this Agreement.
12.2 Disputes. Except as otherwise set forth in this Agreement, any dispute between the parties arising out of or relating to this Agreement, the Llama Commerce Service (or any part thereof), or Customer's use, or inability to use, any part of the Llama Commerce Service (collectively, "Disputes") shall be governed by the provisions set forth in this Section.
12.3 Informal Resolution. Before resorting to formal dispute resolution in accordance with this Section, Customer agrees to first contact Llama Commerce directly by email at hello@llamacommerce.io to seek an informal resolution to any Dispute. In the event the Dispute is not resolved within thirty (30) days after submission, either party may institute arbitration proceedings in accordance with the procedures set forth in this Section.
12.4 Agreement to Arbitrate. Except as otherwise expressly set forth in this Agreement, any and all Disputes of every kind, arising out of or related to this Agreement (whether contractual or non-contractual) shall be subject to final, binding and confidential arbitration conducted by the American Arbitration Association under its Commercial Arbitration Rules. To the extent there is any conflict between the provisions set forth in this Section and the Rules or any procedural or other rules issued by the arbitrator, this Section will control. The parties shall appoint a single arbitrator by mutual agreement; provided that, if the parties cannot agree on an arbitrator, the arbitrator(s) shall be selected according to the Rules. The seat of the arbitration shall be Delaware, United States of America, unless otherwise mutually agreed by the parties in writing.
13. MODIFICATIONS TO THIS AGREEMENT
Llama Commerce reserves the right to update or modify this Agreement at any time. The revised Agreement will be posted on Llama Commerce's website. Except as stated below with respect to material changes, all updates and modifications to this Agreement will be effective from the day they are posted online, as indicated by the "Last Updated" date set forth above. If Llama Commerce makes any material changes to this Agreement, Llama Commerce will provide reasonable prior notice to Customer of these changes by sending a notification to the email address Llama Commerce has on file for Customer, or by posting a prominent notice on Llama Commerce's website. Customer's and/or any of its Authorized Users' continued access or use of the Llama Commerce Service (or any part thereof) after the applicable effective date of the revised Agreement will constitute Customer's acceptance of the revised Agreement.
14. GENERAL
Neither the rights nor the obligations arising under this Agreement are assignable by Customer, and any such attempted assignment or transfer shall be void and without effect. Any waiver of any provision of this Agreement must be in writing and executed by both parties. If any term or provision of this Agreement is determined to be illegal, unenforceable, or invalid in whole or in part for any reason, that provision shall be stricken from this Agreement and shall not affect the legality, enforceability or validity of the remainder of the provisions set forth in this Agreement. This Agreement and any other policies or terms and conditions referenced herein, constitute the entire agreement between the parties regarding the subject matter, and supersedes all prior oral or written agreements or communications with regard to the subject matter described.
15. QUESTIONS AND ADDITIONAL INFORMATION
Please feel free to contact Llama Commerce at hello@llamacommerce.io if you have any questions about this Agreement.