Merchant Terms of Service
TERMS OF SERVICE AND ACCEPTABLE USE POLICY
Last Updated May30th, 2024
1. ACCEPTANCE OF TERMS.
Please review these Terms thoroughly. By using our application, "Shortly," or by indicating your agreement (such as by creating or logging into your account, clicking “I Agree,” etc.), you affirm that you have read, understood, and consent to these Terms. If you do not accept these terms, you must refrain from using our application.
These Terms include: (i) these Terms of Service; (ii) our Privacy Policy, available at www.shortly.shop.; (iii) the User Manual (defined in Section 3A); and (iv) where applicable, our Data Processing Agreement, available at www.shortly.shop. Collectively, these documents are referred to as the "Terms," governing your use of our platform, website and application(“we,” “our,” “us,” or “Shortly”). "You" and "your" pertain to any user or visitor of our App, with specific terms for "Merchant" and "Affiliate" as defined below:
“Affiliate” refers to an individual or entity registered on the App to generate revenue through qualified sales, leads, clicks, or other measurable actions resulting from user traffic on the Affiliate’s platforms.
“Merchant” refers to an individual or entity contracted through the App to compensate the Affiliate for these qualified activities.
These Terms override all previous agreements, whether written or verbal, between you and Shortly concerning the App. No modifications or additions, whether verbal or written in other documents, will bind Shortly unless formally agreed to by an authorized representative of Shortly. As detailed in Section 16H, Shortly reserves the right to update or amend these Terms at any time without prior notice. Continued use of the App following such updates signifies your acceptance of the most current Terms.
The App is not intended for use by individuals or businesses in the European Economic Area. Section 15 includes provisions for resolving disputes between you and Shortly, including an arbitration agreement requiring most disputes to be resolved through binding arbitration. Unless you opt out as outlined in Section 15, you agree to pursue claims on an individual basis and waive the right to class action or jury trial.
2. YOUR SHORTLY ACCOUNT
Our App is intended only for individuals who are (i) 18 years old or older, or (ii) 13 years old or older if they are emancipated minors or have legal parental or guardian consent. By using the App, you affirm that you are not legally restricted from accessing or using the App under the laws applicable to your location. You must be able to form legally binding contracts, are not barred from using the App by law or by Shortly, and are not listed on prohibited lists of our payment providers. If you create an account on behalf of an entity, you warrant that you are authorized to bind that entity to these Terms and that the entity meets all eligibility requirements.
When creating an account, you agree to provide accurate, current, and complete information. You must not create an account using false information or if you have previously been banned from the App. You are responsible for safeguarding your account details, including your username and password. Any unauthorized access or use of your account should be reported to us immediately. Shortly is not liable for any damages arising from unauthorized account access or use.
3. MERCHANT-SPECIFIC TERMS.
A. Limited License Grant.
During the Term (defined in Section 11A), in exchange for the payment of applicable Fees (as detailed below) and adherence to these Terms, Shortly grants you a non-exclusive, non-transferable license to: (i) access and use the App for managing Affiliate sales revenue, including processing, tracking, and reporting commission payments to Affiliates; and (ii) use Shortly’s User Manual solely to support your use of the App.
“Affiliate Sales Revenue” refers to the total revenue generated through your Affiliates and tracked via the App. “Merchant Order” denotes a subscription order for access to the App placed by you through Shortly’s online registration process. “User Manual” includes Shortly’s standard documentation related to the use of the App.
B. App Modifications.
Shortly may alter the features and functions of the App at any time, which may include removing certain features. If such changes significantly reduce your App functionality, you may terminate your Merchant Order within thirty (30) days of the modification without cause.
C. Fees.
For subscription access to and use of the App, you agree to pay Shortly the Fees specified in your Merchant Order. These Fees are based on a percentage of your Affiliate Sales Revenue or a fixed amount, as detailed in the Merchant Order. All Fees exclude applicable taxes, which you are responsible for, and Shortly may add these taxes to the Fees due. The Fees outlined in your Merchant Order will take precedence over any publicly posted fee schedules.
D. Fee Payment.
You authorize Shortly to automatically charge the Fees as specified in your Merchant Order on a monthly basis (or as otherwise set in the Merchant Order) to the payment method you provided. You agree to maintain a valid payment method with sufficient funds or credit to cover these charges and not to dispute or request a reversal of the Fees.
4. ACCEPTABLE USE OF THE APP.
A. Protecting Your Log-In Information.
You agree to take reasonable steps to protect your account credentials, including your passwords. You must notify Shortly immediately if you suspect unauthorized use of your account or a security breach.
B. Compliance with Laws.
In using the App, you must comply with all applicable laws and regulations, including those governing sponsorship disclosures, advertising, promotion, and data privacy.
C. Prohibited Actions.
Your access and use of the App are conditional upon not engaging in any prohibited activities. You agree not to: (i) infringe on intellectual property rights; (ii) transmit harmful code; (iii) modify, copy, or create derivative works based on the App; (iv) bypass any blocking measures; (v) create privacy or security risks; (vi) send unsolicited advertising; (vii) solicit political contributions; (viii) engage in unlawful, harmful, or objectionable conduct; (ix) inhibit others' use of the App; (x) promote criminal activity; (xi) access unauthorized materials; (xii) create competing products or copy the App’s features.
D. Shortly’s Rights.
If Shortly suspects a breach of these terms, it may suspend your access or terminate your Merchant Order. Shortly reserves the right to investigate and take legal action against any violation, including reporting to law enforcement. Although Shortly is not required to monitor the App, it reserves the right to do so to ensure compliance and adhere to legal obligations.
5. YOUR DATA
A. Use of Your Data
By accessing and using Shortly, you consent to the collection, use, and sharing of your personal data. This includes sharing data with third-party service providers engaged by Shortly to support our operations, such as analytics providers who may log and analyze your activities on the platform. However, Shortly may disclose your data if required by law or governmental authorities. Whenever possible, and permitted by law, Shortly will attempt to inform you of such requests and cooperate with you in seeking a protective order or contesting the disclosure, though any associated costs will be your responsibility.
B. Aggregate and Anonymized Data
Despite the provisions of Section 5A, Shortly may utilize, reproduce, and exploit aggregate or anonymized data (which excludes personally identifiable information) in any manner it sees fit. “Aggregate/Anonymized Data” refers to data stripped of any identifying details.
C. Risk of Exposure; Right to Delete
Storing data online entails risks of unauthorized access or exposure. You accept these risks by using Shortly. Shortly does not guarantee that your data will remain secure and may permanently delete your data if your account remains inactive, suspended, or terminated for over 30 days.
D. Data Accuracy
Shortly is not responsible for the accuracy of data you or your users upload. We also disclaim liability for any errors in affiliate commission calculations related to PayPal or other online payment systems based on the data from Shortly.
E. Excluded Data
You represent that your data does not fall under special security requirements due to internal policies or legal regulations (e.g., HIPAA, GLBA, FERPA, GDPR’s “Sensitive Personal Data”). You acknowledge that Shortly’s platform is not designed to manage or secure such data and that Shortly has no liability for protecting or handling data subject to these specific laws.
6. UNSOLICITED INFORMATION
Occasionally, you might send us unsolicited information or materials, such as ideas for products or services ("Unsolicited Information"). Please do not send confidential or proprietary information. By submitting Unsolicited Information, you grant Shortly and its affiliates an unrestricted, royalty-free, worldwide license to use, modify, and distribute this information without compensation or attribution. Shortly is under no obligation to review or act on any Unsolicited Information you provide. You also waive any moral rights you might have in such Unsolicited Information.
7. CONFIDENTIAL INFORMATION
A. Definition of Confidential Information
“Confidential Information” includes: (a) information marked as “Confidential” or similar; (b) information orally designated as “Confidential” during disclosure; (c) any documentation related to these Terms, including communications and the Manual; and (d) other sensitive information disclosed by Shortly. Confidential Information excludes information that: (i) was known to you before disclosure; (ii) is developed independently without reference to Shortly’s Confidential Information; (iii) becomes public through no fault of your own; or (iv) is disclosed with Shortly’s written consent.
B. Nondisclosure
You agree to use Confidential Information only for purposes related to your use of Shortly and not to disclose it except to employees or contractors who need it for this purpose and are bound by similar nondisclosure obligations. You must protect Confidential Information with at least the same level of care you use for your own confidential information. You are obligated to notify Shortly promptly of any misuse or unauthorized disclosure of Confidential Information. Disclosure of Confidential Information required by law must be preceded by written notice to Shortly, if legally possible.
C. Equitable Relief
Breach of this section could cause significant harm to Shortly that monetary damages alone may not adequately address. Accordingly, Shortly is entitled to seek injunctive relief for any such breach or potential breach without needing to prove actual damage or post a bond.
D. Termination, Return, Retention of Rights
The confidentiality obligations under this section will remain in effect for five years following the termination of these Terms. Upon termination, you must return or destroy all Confidential Information. These Terms do not transfer ownership of Confidential Information to you. Shortly retains all rights to its Confidential Information.
8. INTELLECTUAL PROPERTY
Shortly retains all rights to its platform, including its design, software, source code, applications, and all related intellectual property. This includes any updates, modifications, and derivative works. These Terms do not grant you any rights to Shortly’s intellectual property beyond the use of the platform as specified. The Site and its components are protected by copyright and other applicable laws.
9. THIRD-PARTY CONTENT AND INTERACTIONS
Shortly may feature links or access to third-party content. Such content is not under Shortly’s control, and Shortly is not responsible for any interactions or content provided by these third parties. Shortly’s Privacy Policy applies only to the Site and does not extend to any third-party services or websites.
10. PUBLICITY
You grant Shortly the right to use your name, trademarks, and service marks to identify you as a customer in marketing materials and other promotional activities. You may withdraw this permission in writing, but this will only apply to future uses. Shortly is not required to remove previously published materials. You agree to cooperate with Shortly’s reasonable requests for publicity related to the Site.
11. TERM AND TERMINATION
A. Term
These Terms become effective upon your first use of Shortly or signing of the Merchant Order and will continue for the period specified (the “Term”): (i) for Merchants, the initial term specified in the Merchant Order, automatically renewing for successive terms unless either party provides written notice of non-renewal at least thirty (30) days before the renewal date; or (ii) for Affiliates or other users, until terminated as per these Terms.
B. Termination
Shortly reserves the right to suspend or terminate your access to the platform and discard any data if it deems necessary, such as for non-compliance or inactivity. Termination may occur without notice, and Shortly may deactivate your account and delete related information. If terminated for reasons other than nonpayment or breach, Shortly will refund any unused, prepaid Fees. Except in this specific case, Shortly is not liable for any consequences of termination.
C. Effects of Termination
Upon termination or non-renewal, access to Shortly will cease, and you must delete or return all Confidential Information. Obligations to pay accrued Fees and provisions regarding Confidential Information and Intellectual Property will survive termination.
12. REPRESENTATIONS
A. By You
You represent that you have the authority to enter into these Terms, have provided accurate information, and will comply with all relevant laws, including any required disclosures for commercial endorsements.
B. By Shortly
Shortly represents that it has the necessary rights to provide you access to the platform. In case of a breach, Shortly will either secure your right to use the platform, replace or modify the platform to address infringement, or terminate the infringing features and refund unused Fees proportionally. This is the extent of Shortly’s obligation and liability regarding any intellectual property claims.
Section 13: Disclaimers and Limitations of Liability
Disclaimer of Warranties: Shortly provides the site "as is" and makes no warranties, either express or implied, including those related to merchantability or fitness for a particular purpose. The site may not be free from interruptions, errors, or unauthorized access.
Limitation of Liability: Shortly is not liable for various damages, including direct, incidental, special, consequential, or punitive damages related to your use of the site. The maximum liability is limited to the lesser of total fees received from you or $100. This limitation applies to affiliates and other representatives as well.
Severability: If any part of this section is found to be invalid or unenforceable, the remaining provisions will still apply.
Section 14: Indemnification
Obligation to Indemnify: You agree to indemnify Shortly and its affiliates from any claims, damages, or losses arising from:
Your use of the site: Transactions or disputes with affiliates or merchants (if you are a merchant or affiliate).
Unauthorized disclosure of information or infringement of intellectual property rights.
Acknowledgment: You acknowledge that Shortly's fees are set based on these limitations and indemnity obligations.
Section 15: Arbitration Agreement and Waiver of Certain Rights
Pre-Arbitration Dispute Resolution: Before seeking arbitration, parties must attempt to resolve disputes through email and provide a Notice of Dispute.
Arbitration: Disputes will be resolved through binding arbitration under AAA Rules. Both parties waive the right to a jury trial and agree that the arbitration process will be confidential.
Costs and Fees: Shortly will cover some arbitration costs if they are prohibitive compared to litigation. The arbitrator may allocate costs as deemed appropriate.
No Preclusions: This arbitration agreement does not prevent either party from seeking government agency actions or small claims court relief. Provisional relief may also be sought in court.
No Class Actions: Claims cannot be brought as class actions or representative actions. The arbitrator can only decide individual claims.
Severability/No Waiver/Survival: If any part of this arbitration agreement is invalid, it will be modified or severed without affecting the remainder. Waivers must be in writing and do not affect other provisions.
30-Day Opt-Out Right: You can opt out of the arbitration agreement within 30 days by sending written notice to Shortly.
Limitations: Arbitration limits certain rights, including the right to court actions, jury trials, class actions, and discovery.
Section 16: Millennium Copyright Act (DMCA)
DMCA Notice Requirements: If you believe your copyrights are infringed, you must provide detailed information to Shortly’s Copyright Agent, including identification of the work, the infringing material, and contact information.
Section 17: Other Provisions
Location and Governing Law: The terms are governed by Florida law, and any legal actions must be filed in Dade County, Florida.
Notices: Notices from Shortly will be sent to your email, while your notices should be sent to Shortly’s physical address.
Changes to the Site: Shortly may change or discontinue any part of the site at any time without notice.
Children: The site is not intended for children under 13, and Shortly will delete any information provided by children if notified.
Technology Export: You cannot export the site’s software in violation of U.S. laws or regulations.
Force Majeure: Shortly is not liable for delays or failures due to events beyond its control, such as natural disasters or acts of war.
Severability: If any provision is invalid, it will be modified or severed, and the remaining provisions will remain in effect.
Amendment: Shortly can amend these terms, with amendments becoming effective 30 days after notice unless you reject them. The Privacy Policy can be revised at any time.
Assignment: Shortly can assign its rights under these terms, while you cannot assign them without consent.
Miscellaneous: Titles are for convenience, and no agency or partnership is created by these terms. Failure to enforce a provision does not waive the right to enforce it in the future.