Clickup Terms of Service
Updated on 10/14/18
Clickup is a hosted e-commerce platform for local businesses. Our mission is to help local shops sell their products online so they can boost their sales and grow their clientele. Please read carefully before using our platform to purchase or sell items. If you have any inquiries on how our service works, be sure to reach out with your questions. We're happy to help!
By signing up for the Clickup Service (“Services”), you are agreeing to be bound by the following terms and conditions (“Terms of Service”). The Services offered by Clickup under the Terms of Service include services to help you create and manage an online inventory that would allow customers to buy and pick up the purchased products at a store or be delivered to the customer, if applicable. Any new features or tools added to the current Service shall also be subject to the Terms of Service. Clickup reserves the right to update and change the Terms of Service by posting updates and changes to the Clickup website. You are advised to check the Terms of Service from time to time for any updates or changes that may impact you.
II. Description of Services
We provide the necessary tools, through an online platform, for businesses (“Merchants”) to sell their products through the Clickup web site. We offer Merchants, through a subscription model, the ability to generate an e-commerce link on their social media posts of products where customers can order the listed product. When utilizing the Clickup service, the business has the option of being notified as soon as the customer requests to purchase a product, so they can confirm the availability of the product and close the sale, therefore allowing the customer to pick up the product at the physical store or, if applicable, have the product delivered to their home or place of business.
If the Request to Purchase option is selected by the Merchant, when the Merchant responds confirming the availability of the products ordered, the transaction is processed. After the transaction is processed, Clickup will let the customer know that the product is ready to be picked up at the store or, if applicable, that the product will be delivered as requested. Clickup will also provide the business the necessary information to identify the customer when, or if, he or she visits the physical store to pick up the product. It will be the obligation of the Merchant to update the information of the products listed in their Clickup store, such as type of product, description, size, color, price, and availability, amongst others.
III. Account Terms
You must be 18 years or older or at least the age of majority in the jurisdiction where you reside or from which you use this Service.
To access and use the Services, you must register for a Clickup account (“Account”) by providing your full legal name, current address, a valid email address, and any other information indicated as required. Clickup may reject your application for an Account, or cancel an existing Account, for any reason, in our sole discretion.
You acknowledge that Clickup will use the email address you provide as the primary method for communication.
You are responsible for keeping your password secure. Clickup cannot and will not be liable for any loss or damage from your failure to maintain the security of your Account and password.
A breach or violation of any term in the Terms of Service as determined in the sole discretion of Clickup will result in an immediate termination of your services.
Technical support is only provided to paying Account holders and is only available via email.
The Terms of Service shall be governed by and interpreted in accordance with the laws of the Commonwealth of Puerto Rico applicable therein, without regard to principles of conflicts of laws. The parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of the Commonwealth of Puerto Rico with respect to any dispute or claim arising out of or in connection with the Terms of Service. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms of Service and is hereby expressly excluded.
You acknowledge and agree that Clickup may amend these Terms of Service at any time by posting the relevant amended and restated Terms of Service on Clickup’s website, available at http://www.clickupapp.com/TOS.aspx and such amendments to the Terms of Service are effective as of the date of posting. Your continued use of the Services after the amended Terms of Service are posted to Clickup’s website constitutes your agreement to, and acceptance of, the amended Terms of Service. If you do not agree to any changes to the Terms of Service, do not continue to use the Service.
You may not use the Clickup service for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws), the laws applicable to you in your customer’s jurisdiction, or the laws of the Commonwealth of Puerto Rico. You will comply with all applicable laws, rules and regulations in your use of the Service.
You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service without the express written permission of Clickup.
Questions about the Terms of Service should be sent to firstname.lastname@example.org.
The Terms of Service may be available in other languages. To the extent of any inconsistencies or conflicts between these English Terms of Service and Clickup’s Terms of Service available in another language, the most current English version of the Terms of Service at http://www.clickupapp.com/TOS.aspx will prevail.
IV. Clickup Rights
We reserve the right to modify or terminate the Service for any reason, without notice at any time.
We reserve the right to refuse service to anyone for any reason at any time.
We may, but have no obligation to, remove content that we determine in our sole discretion is unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms of Service.
Verbal or written abuse of any kind (including threats of abuse or retribution) of any Clickup customer, Clickup employee, member, or officer will result in immediate Account termination.
Clickup does not pre-screen content listed in the Clickup website and it is in our sole discretion to refuse or remove any content that is available via the Service.
We reserve the right to provide our services to your competitors and make no promise of exclusivity in any particular market segment. You further acknowledge and agree that Clickup employees and contractors may also be Clickup customers/merchants and that they may compete with you, although they may not use your confidential information in doing so.
In the event of a dispute regarding Account ownership, we reserve the right to request documentation to determine or confirm Account ownership. Documentation may include, but is not limited to, a scanned copy of your business license, government issued photo ID, the last four digits of the credit card on file, etc.
Clickup retains the right to determine, in our sole judgment, rightful Account ownership and transfer an Account to the rightful owner. If we are unable to reasonably determine the rightful Account owner, Clickup reserves the right to temporarily disable an Account until resolution has been determined between the disputing parties.
V. Limitation of Liability
Purchasers and Merchants expressly understand and agree that Clickup shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses resulting from the use of or inability to use the Service.
In no event shall Clickup or our suppliers be liable for lost profits or any special, incidental or consequential damages arising out of or in connection with our site, the Services or these Terms of Service. You agree to indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, Clickup partners, officers, directors, agents, employees, and suppliers harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your breach of these Terms of Service or the documents it incorporates by reference, or your violation of any law or the rights of a third party.
Purchasers’ use of the Service is at your sole risk. The Service is provided on an “as is” and “as available” basis without any warranty or condition, express, implied or statutory.
Clickup is constantly working on providing its users superior service and security. We take great measures and invest heavily on resources that will improve the stability and security of the Services; however, Clickup does not warrant that the Service will be uninterrupted, error-free, secure, and timely due to factors outside of Clickup’s reasonable control.
Clickup does not warrant that the quality of any products, services, information, or other material purchased or obtained by Purchasers through the Service will meet your expectations, or that any errors in the Service will be corrected.
VI. Waiver and Complete Agreement
The failure of Clickup to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. The Terms of Service constitutes the entire agreement between you and Clickup and govern your use of the Service, superseding any prior agreements between you and Clickup (including, but not limited to, any prior versions of the Terms of Service).
VII. Intellectual Property and Merchant Content
By uploading content to be used by the Clickup Service, Merchants agree: (a) to allow other internet users to view their content; (b) to allow Clickup to display and store your content; and (c) that Clickup can, at any time, review all the content submitted by a Merchant to its Service.
As a Merchant, you retain ownership over all content that you upload to Clickup; however, by making your store public, you agree to allow others to view your store content. A Merchant is responsible for compliance of content with any applicable laws or regulations.
Clickup will not disclose your confidential information to third parties, except as required in the course of providing our Services. Confidential information includes any materials or information provided by you to us which is not publicly known. Confidential information does not include information that: (a) was in the public domain at the time we received it; (b) comes into the public domain after we received it through no fault of ours; (c) we received from someone other than you without breach of our or their confidentiality obligations; or (d) we are required by law to disclose.
Clickup shall have the non-exclusive right and license to use the names, trademarks, service marks and logos associated with your store to promote the Service.
VIII. General Purchasing and Financial Terms
The shopper using the Clickup website (“Purchaser”) to purchase products that are listed by a business with a physical store (“Merchant”) will follow the following terms:
As a Purchaser, you will pay the listing price provided by the Merchant using the Stripe service that is integrated with the Clickup website or, when applicable and prompted by the Merchant as a payment option, using the ATH Móvil Business service. Please note that Clickup cannot control any fees that may be charged to the Purchaser by his or her bank, or other third party online payment processors (i.e. Stripe or ATH Móvil Business) related to the purchase of the Product listed in the Clickup Services.
When the payment transaction is completed using the ATH Móvil Business service, Clickup will serve as an intermediary between the Purchaser and the Merchant, receiving the total amount of the purchase price paid by the Purchaser and later proceeding to transfer the corresponding amount to the Merchant. Before transferring the corresponding amount to the Merchant, Clickup will calculate and retain the 2% transaction fee for each purchase that corresponds to Clickup in accordance to the Terms of Service. Clickup, the Purchaser, and the Merchant agree and clarify that the total purchase amount received by Clickup while serving as an intermediary during the ATH Móvil Business service transactions cannot and will not be taken into account as part of Clickup’s income. Clickup’s income during said ATH Móvil Business service transactions will be limited to the 2% transaction fee mentioned before. Clickup, the Purchaser, and the Merchant also agree and clarify that the 2% transaction fee corresponding to Clickup in accordance to the Terms of Service is a completely different, separate and additional fee than those fees that may be charged to either the Purchaser or the Merchant by their bank or other third party online payment processors (i.e. Stripe or ATH Móvil Business) related to the purchase of the Product listed in the Clickup Services.
As a Merchant, you will notify the Purchaser the available dates and time when the Purchaser can pick up a purchased product or the estimated delivery date of the purchased product, if applicable.
As a Merchant, you agree to be charged a fixed monthly fee for our Services, as well as a transaction fee of 2% for each purchase placed through Clickup. We will not be an intermediate party when the transaction between Merchant and the Purchaser is done, unless otherwise specified in the Terms of Service. We will bill Merchant directly at the end of the month after the 14-day free trial is over.
As a Merchant, you will pay the Fees applicable to your subscription to Internet Service Provider and/or POS Services (“Subscription Fees”) and any other applicable fees, including but not limited to fees relating to the processing of transactions under your Account (“Transaction Fees”), and any fees relating to your purchase of any products or services such as POS Equipment, shipping, apps, Themes, domain names or Third Party Services (“Additional Fees”). Together, the Subscription Fees, Transaction Fees and the Additional Fees are referred to as the “Fees”.
You may cancel your Account at any time by emailing email@example.com and then follow the specific instructions indicated to you in Clickup’s response.
Upon termination of the Services by either party for any reason:
a) Clickup will cease providing you with the Services and you will no longer be able to access your Account;
b) Unless otherwise provided in the Terms of Service, you will not be entitled to any refunds of any Fees, pro rata or otherwise;
c) Any outstanding balance owed to Clickup for your use of the Services through the effective date of such termination will immediately become due and payable in full; and
d) Your Clickup store page and product content will be taken offline.
If at the date of termination of the Service, there are any outstanding Fees owed by you, you will receive one final invoice via email. Once that invoice has been paid in full, you will not be charged again.
We reserve the right to modify or terminate the Clickup Service or your Account for any reason, without notice and at any time.
Without limiting any other remedies, Clickup may suspend or terminate your Account if we suspect that you (by conviction, settlement, insurance or escrow investigation, or otherwise) have engaged in fraudulent activity in connection with the Site.
The Merchant understands and agrees that you are solely responsible for determining (i) your applicable Tax reporting requirements, and (ii) the Taxes that should be included, and for including Taxes to be collected or obligations relating to applicable Taxes for purchasing products in the Commonwealth of Puerto Rico. The Merchant is also solely responsible for remitting to the relevant authority, such as the Puerto Rico Treasury Department, any Taxes included or received by you. Clickup cannot and does not offer Tax-related advice to any Merchant.
2. Pickup of Products
a) As a Purchaser, if you select to pick up your order in store, you are responsible for picking up the product purchased (“Product”) via the Clickup Services within the pickup time reported in the purchase notification. You acknowledge and agree that, as a Purchaser, you are responsible for your own acts and omissions and are also responsible for the acts and omissions of any individuals whom you send to pick up the Product. In the event that you are no longer interested in picking up the Product or not able to pick up the Product in the expected pickup time, you’ll lose any right to be refunded by the Merchant. Clickup will not be responsible for the manner or process in which the Product will be transferred to the Purchaser and will not be liable for any treatment by the Merchant to the Purchaser.
b) As a Merchant, you are responsible for delivering the Product as it is advertised in our Services and for providing a pickup time period to the Purchaser using our Services. You acknowledge and agree that, as a Merchant, you are responsible for your own acts and omissions and are also responsible for the acts and omissions of any individuals whom you appoint to deliver the Product to the Purchaser.
3. Returns, Refunds and Cancellations
a) If, as a Purchaser, you decide to return the purchased product you could directly contact the Merchant to request a possible refund of the purchased Product or Service. The Merchant, not Clickup, is solely responsible for honoring such refunds, and Clickup cannot be responsible in case a Merchant decides not to refund the Purchaser because the product is not covered by the Merchant’s return and refund policy. The Purchaser will follow the refund policy of each store it has made the purchase from.
b) If, as a Merchant, you decide to cancel a product purchase made via the Clickup Services, for whatever reason, (i) Merchant will refund the payment made for such purchase to the Purchaser within a commercially reasonable time of the cancellation but no later than 2 working days and (ii) the Purchaser could receive an email or other communication from the Merchant containing alternate products and other related information. If the Purchaser decides to accept one of the alternate products or services made by the Merchant, Merchant is no longer obliged to recognize the Purchaser a refund in accordance with these Terms.
c) If, as a Merchant, you decide to cancel a product purchased via the Services for whatever reason, you agree to recognize to Clickup the purchase notwithstanding any refund given to the Purchaser.
d) You, as a Merchant or Purchaser, agree that Clickup will not have any liability for such cancellations or refunds and in any case you agree to hold Clickup harmless from any liability for such cancellations or missing refunds.
4. Processing Errors
a) The Merchant will take necessary steps to rectify any payment processing errors that it has become aware of. These steps may include crediting or debiting (as appropriate) the same payment method used for the original payout to or payment by you, so that you end up receiving or paying the correct amount.
IX. Payment Transaction Using Third Party Online Payment Processor
X. Payment of Fees
XI. Cancellation and Termination
XIII. Contact Information
If you have any questions concerning the Clickup Service or the Agreements, please contact:
PO Box 364268
San Juan, PR 00936-4268