IntroducingTerms of Service

LIGHTLY DIGITAL Terms OF SALE and software license agreement Last Modified: August 24, 2022 THIS DOCUMENT CONTAINS VERY IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS THAT MIGHT APPLY TO YOU. PLEASE READ IT CAREFULLY.  THESE TERMS REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.  BY PLACING AN ORDER FOR PRODUCTS OR SERVICES FROM THIS WEBSITE, YOU AFFIRM THAT YOU ARE OF LEGAL AGE TO ENTER INTO THIS AGREEMENT, AND YOU ACCEPT AND ARE BOUND BY THESE TERMS AND CONDITIONS. YOU AFFIRM THAT IF YOU PLACE AN ORDER ON BEHALF OF AN ORGANIZATION OR COMPANY, YOU HAVE THE LEGAL AUTHORITY TO BIND ANY SUCH ORGANIZATION OR COMPANY TO THESE TERMS AND CONDITIONS. YOU MAY NOT ORDER OR OBTAIN PRODUCTS OR SERVICES FROM THIS WEBSITE IF YOU (A) DO NOT AGREE TO THESE TERMS, (B) ARE NOT THE OLDER OF (i) AT LEAST 18 YEARS OF AGE OR (ii) LEGAL AGE TO FORM A BINDING CONTRACT WITH US, OR (C) ARE PROHIBITED FROM ACCESSING OR USING THIS WEBSITE OR ANY OF THIS WEBSITE’S CONTENTS, GOODS OR SERVICES BY APPLICABLE LAW. These terms and conditions (these “Terms”) apply to the purchase and sale of products and services through https://www.lightly.digital (the “Site”). These Terms are subject to change by Lightly Digital, LLC (referred to as “Lightly”, “us”, “we”, or “our” as the context may require) without prior written notice at any time, in our sole discretion. Any changes to the Terms will be in effect as of the “Last Modified” date set forth above. You should review these Terms prior to purchasing any product or services that are available through this Site. Your continued use of this Site after the “Last Modified” date set forth above will constitute your acceptance of and agreement to such changes. These Terms are an integral part of the Website Terms of Use that apply generally to the use of our Site. You should also carefully review our Privacy Policy before placing an order for products or services through this Site (see Section 14). Order Acceptance and Cancellation. You agree that your order is an offer to buy, under these Terms, all products and services listed in your order. All orders must be accepted by us or we will not be obligated to sell the products or services to you. We may choose not to accept orders at our sole discretion, even after we send you a confirmation email with your order number and details of the items you have ordered. Prices and Payment Terms. Making purchases on the Site requires you to register an account. If you purchase a subscription to use our product ( “Theme Enhance”), you agree to pay us the applicable fee (the “Fee”). Fees posted on this Site may be different than prices offered by us at other locations, including other websites. All prices, discounts, and promotions posted on this Site are subject to change without notice. The Fee charged for a product or service will be the price in effect at the time the order is placed and will be set out in your order confirmation email. Price increases will only apply to orders placed after such changes. Posted prices do not include taxes or charges for shipping and handling where they apply. All such taxes and charges, if any, will be added to your merchandise total, and will be itemized in your shopping cart and in your order confirmation email. We strive to display accurate price information, however we may, on occasion, make inadvertent typographical errors, inaccuracies or omissions related to pricing and availability. We reserve the right to correct any errors, inaccuracies, or omissions at any time and to cancel any orders arising from such occurrences. We may offer promotions on the Site from time to time that may affect pricing and that are governed by terms and conditions separate from these Terms. If there is a conflict between the terms for a promotion and these Terms, the promotion terms will govern. Terms of payment are within our sole discretion and payment must be received by us before our acceptance of an order. You represent and warrant that (i) the credit card information you supply to us is true, correct and complete, (ii) you are duly authorized to use such credit card for the purchase, (iii) charges incurred by you will be honored by your credit card company, and (iv) you will pay charges incurred by you at the posted prices, including shipping and handling charges and all applicable taxes, if any, regardless of the amount quoted on the Site at the time of your order. Your purchase may be subject to foreign exchange fees or differences in prices based on location (e.g., exchange rates). All purchases of Theme Enhance are subject to a recurring subscription Fee, and you agree that your payment method automatically will be charged at the start of each subscription period for the Fees and taxes applicable to that period. You agree that you must cancel before the renewal date in order to avoid being charged for the next subscription period. We may store and continue billing your payment method even after it has expired, to avoid interruptions in your subscription to any Theme Enhance Section and to use to pay for other Theme Enhance Section you may buy in the future. If you choose to cancel your membership before the end of the current subscription period, your access to and right to use any Theme Enhance Sections will expire immediately upon cancellation. Refunds. All fees or charges paid in connection with these Terms of Sale, including, but not limited to, bank or merchant fees and fees for unused subscription periods, are non-refundable. License. Subject to and conditioned upon your payment of any applicable Fees and your strict compliance with all terms and conditions set forth in this Agreement, Lightly hereby grants you a non-exclusive, non-transferable, non-sublicensable, limited license during the Term to use such code as Lightly chooses to make available through the Theme Enhance Site from time-to-time (the “Theme Enhance Code”), solely as set forth in this Section 5 and subject to all conditions and limitations set forth in Section 6 or elsewhere in these Terms of Sale. This license grants you the right to: Download and install, in accordance with the Lightly’s written instructions (the “Documentation”), one (1) copy of the Theme Enhance Code on the number of Shopify stores and by the number of authorized users set forth in the applicable subscription plan. All copies of the Theme Enhance Code and derivatives thereof made by you: (i) will be the exclusive property of Lightly; (ii) will be subject to the terms and conditions of these Terms of Sale; and (iii) must include all trademark, copyright, patent, and other intellectual property rights notices, including, but not limited to, any attribution and licensing links, contained in the original. Use and run the Theme Enhance Code as properly installed in accordance with these Terms of Sale and the Documentation. Transfer any copy of the Theme Enhance Code from one Shopify store to another, provided that the number of Shopify stores on which the Theme Enhance Code is installed at any one time does not exceed the number permitted under the terms of the applicable subscription plan. Use Restrictions. You shall not directly or indirectly: use (including make any copies of) any Theme Enhance Code beyond the scope of the license granted under Section 5; modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of any Theme Enhance Code or any part thereof; provided, however, that you may modify the Theme Enhance Code solely to the extent necessary to satisfy technical requirements for implementing the Theme Enhance Code on your website; remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices, including, but not limited to, any attribution and licensing links, provided on or with any Theme Enhance Code, including any copy thereof; except as expressly set forth in Section 5(a) and Section 5(c), copy any Theme Enhance Code, in whole or in part; except as expressly permitted under the terms of your specific Theme Enhance subscription plan as set forth on our Site, rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available any Theme Enhance Code, or any features or functionality of any Theme Enhance, to any third party for any reason, whether or not over a network or on a hosted basis, including in connection with the internet or any web hosting, wide area network (WAN), virtual private network (VPN), virtualization, time-sharing, service bureau, software as a service, cloud, or other technology or service; use any Theme Enhance Code in violation of any law, regulation, or rule; or use any Theme Enhance Code for purposes of competitive analysis of Theme Enhance or Lightly, the development of a competing software product or service, or any other purpose that is to Lightly’s commercial disadvantage. Responsibility for Use of Software. You are responsible and liable for all uses of Theme Enhance and the Documentation through access thereto provided by you, directly or indirectly. Specifically, and without limiting the generality of the foregoing, you are responsible and liable for all actions and failures to take required actions with respect to any Theme Enhance Code and the Documentation by your authorized users, if any, or by any other person to whom you or any person authorized by you may provide access to or use of Theme Enhance and/or Documentation, whether such access or use is permitted by or in violation of these Terms of Sale. Maintenance and Support; Availability of Content. Maintenance and support services will include provision of such updates, upgrades, bug fixes, patches, and other error corrections (collectively, “Updates”) as Lightly makes generally available for download free of charge to all licensees of Theme Enhance then entitled to maintenance and support services. Lightly may develop and provide Updates in its sole discretion, and you agree that Lightly has no obligation to develop any Updates at all or for particular issues. Lightly has no obligation to provide Updates via any other media. If Lightly chooses to make an Update available, you are responsible for manually updating the Theme Enhance Code on your store. Lightly has no obligation to provide any support related to assisting you with applying Updates to your individual implementation of any previous instances of any Theme Enhance Code. Theme Enhance’s content library is regularly updated. You acknowledge and agree that the Theme Enhance Code that may be available to you will change from time to time, and Lightly may choose to add or remove content from Theme Enhance in its sole discretion. Lightly make no guarantee that any Theme Enhance Code that is available at the time you subscribe shall continue to be available at any point thereafter. Intellectual Property Rights. You acknowledge and agree that the Theme Enhance Code and Documentation are provided under license, and not sold, to you. You do not acquire any ownership interest in the Theme Enhance Code or Documentation under these Terms of Sale, or any other rights thereto, other than to use the same in accordance with the license granted and subject to all terms, conditions, and restrictions under these Terms of Sale. Lightly and its licensors and service providers reserve and shall retain their entire right, title, and interest in and to the Theme Enhance Code and Documentation and all intellectual property rights arising out of or relating thereto, except as expressly granted to the you in these Terms of Sale. You shall safeguard all Theme Enhance Code (including all copies thereof) from infringement, misappropriation, theft, misuse, or unauthorized access. Term and Termination. These Terms of Sale and the license granted hereunder shall remain in effect until terminated as set forth herein (the “Term”). You may terminate these Terms of Sale by cancelling your current subscription on your account profile page. Lightly may terminate these Terms of Sale, effective upon written notice to you if you breach these Terms of Sale and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured ten (10) days after Lightly provides written notice thereof. Upon expiration or earlier termination of these Terms of Sale, the license granted hereunder shall also terminate, and you shall cease using and delete all copies of the Theme Enhance Code in your possession or being used on your websites or websites under your control. No expiration or termination shall affect your obligation to pay all Fees that may have become due before such expiration or termination or entitle you to any refund. Warranty Disclaimer. ALL PRODUCTS AND SERVICES OFFERED ON THIS SITE ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ANY (A) WARRANTY OF MERCHANTABILITY; (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (C) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE. SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES SO THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU. YOU AFFIRM THAT WE SHALL NOT BE LIABLE, UNDER ANY CIRCUMSTANCES, FOR ANY BREACH OF WARRANTY CLAIMS OR FOR ANY DAMAGES ARISING OUT OF THE MANUFACTURER’S FAILURE TO HONOR ITS WARRANTY OBLIGATIONS TO YOU. Limitation of Liability. IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF, OR RELATING TO, AND/OR IN CONNECTION WITH ANY BREACH OF THESE TERMS, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER OR NOT WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED. OUR SOLE AND ENTIRE MAXIMUM LIABILITY, FOR ANY REASON, AND YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY CAUSE WHATSOEVER, SHALL BE LIMITED TO THE ACTUAL AMOUNT PAID BY YOU FOR THE PRODUCTS AND SERVICES YOU HAVE ORDERED THROUGH OUR SITE. The limitation of liability set forth above shall: (i) only apply to the extent permitted by law and not apply to (A) liability resulting from our gross negligence or willful misconduct. Products Not for Resale or Export. You represent and warrant that you are buying products or services from the Site for your own use only, and not for resale or export. You further represent and warrant that all purchases are intended for final delivery to locations within the US. Privacy. Our Privacy Policy, found at https://lightly.digital/privacy, governs the processing of all personal data collected from you in connection with your purchase of products or services through the Site. Force Majeure. We will not be liable or responsible to you, nor be deemed to have defaulted or breached these Terms, for any failure or delay in our performance under these Terms when and to the extent such failure or delay is caused by or results from acts or circumstances beyond our reasonable control, including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, national emergency, revolution, insurrection, epidemic, lockouts, strikes or other labor disputes (whether or not relating to our workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage. Governing Law and Jurisdiction. This Site is operated from the US. All matters arising out of or relating to these Terms are governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule (whether of the State of California or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of California. Dispute Resolution and Binding Arbitration. YOU AND LIGHTLY ARE AGREEING TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY, OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO A CLAIM. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION. ANY CLAIM, DISPUTE OR CONTROVERSY (WHETHER IN CONTRACT, TORT OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT, INJUNCTIVE AND EQUITABLE CLAIMS) BETWEEN YOU AND US ARISING FROM OR RELATING IN ANY WAY TO YOUR PURCHASE OF PRODUCTS OR SERVICES THROUGH THE SITE, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION. The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by this Section 12. (The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this section. The arbitrator will have exclusive authority to resolve any dispute relating to arbitrability and/or enforceability of this arbitration provision, including any unconscionability challenge or any other challenge that the arbitration provision or the agreement is void, voidable, or otherwise invalid. The arbitrator will be empowered to grant whatever relief would be available in court under law or in equity. Any award of the arbitrator(s) will be final and binding on each of the parties, and may be entered as a judgment in any court of competent jurisdiction. If you prevail on any claim that affords the prevailing party attorneys’ fees, the arbitrator may award reasonable fees to you under the standards for fee shifting provided by law. You may elect to pursue your claim in small-claims court rather than arbitration if you provide us with written notice of your intention do so within 60 days of your purchase. The arbitration or small-claims court proceeding will be limited solely to your individual dispute or controversy. You agree to an arbitration on an individual basis. In any dispute, NEITHER YOU NOR LIGHTLY WILL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER CUSTOMERS IN COURT OR IN ARBITRATION OR OTHERWISE PARTICIPATE IN ANY CLAIM AS A CLASS REPRESENTATIVE, CLASS MEMBER OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. The arbitral tribunal may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding. The arbitral tribunal has no power to consider the enforceability of this class arbitration waiver and any challenge to the class arbitration waiver may only be raised in a court of competent jurisdiction. If any provision of this arbitration agreement is found unenforceable, the unenforceable provision will be severed and the remaining arbitration terms will be enforced. Assignment. You will not assign any of your rights or delegate any of your obligations under these Terms without our prior written consent. Any purported assignment or delegation in violation of this Section 13 is null and void. No assignment or delegation relieves you of any of your obligations under these Terms. No Waivers. The failure by us to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any right or provision will be effective only if in writing and signed by a duly authorized representative of Lightly. No Third-Party Beneficiaries. These Terms do not and are not intended to confer any rights or remedies upon any person other than you. Notices. To You. We may provide any notice to you under these Terms by: (i) sending a message to the email address you provide or (ii) by posting to the Site. Notices sent by email will be effective when we send the email and notices we provide by posting will be effective upon posting. It is your responsibility to keep your email address current. To Us. To give us notice under these Terms, you must contact us by personal delivery, overnight courier, or registered or certified mail to Lightly Digital, LLC, PO Box 70742, Pasadena, CA 91107. We may update the address for notices to us by posting a notice on the Site. Notices provided by personal delivery will be effective immediately. Notices provided by overnight courier will be effective one business day after they are sent. Notices provided by registered or certified mail will be effective three business days after they are sent. Severability. If any provision of these Terms is invalid, illegal, void or unenforceable, then that provision will be deemed severed from these Terms and will not affect the validity or enforceability of the remaining provisions of these Terms. Entire Agreement. These Terms, our Website Terms of Use, and our Privacy Policy will be deemed the final and integrated agreement between you and us on the matters contained in these Terms.