Welcome to Poof! By signing up for a Poof Account (as defined in Section 1) or by using any Poof Services (as defined below), you are agreeing to be bound by the following terms and conditions (the “Terms of Service”). As used in these Terms of Service, “we”, “us”, “our” and “Poof” means the applicable Poof Contracting Party (as defined in Section 13 below), and “you” means the Poof User (if registering for or using a Poof Service as an individual), or the business employing the Poof User (if registering for or using a Poof Service as a business) and any of its affiliates. The services offered by Poof under these Terms of Service include various products and services that enable you to build your own store, accept payments, and help you to sell goods and services to customers, whether online (“Online Services”), or in person. Any such service or services offered by Poof are referred to in these Terms of Services as the “Service(s)”. Any new features or tools which are added to the current Services will also be subject to the Terms of Service.
1. Account Terms1. To access and use the Services, you must register for a Poof account (“Account”). To complete your Account registration, you must provide us with a valid email address, and any other information indicated as required. Poof may reject your application for an Account, or cancel an existing Account, for any reason, at our sole discretion.
2. You must be the older of: (i) 18 years, or (ii) at least the age of majority in the jurisdiction where you reside and from which you use the Services to open an Account.
3. You confirm that you are receiving any Services provided by Poof for the purposes of carrying on a business activity.
4. You acknowledge that Poof will use the email address you provide on opening an Account or as updated by you from time to time as the primary method for communication with you (“Primary Email Address”). You must monitor the Primary Email Address you provide to Poof and your Primary Email Address must be capable of both sending and receiving messages. Your email communications with Poof can only be authenticated if they come from your Primary Email Address.
5. You are responsible for keeping your password secure. Poof cannot and will not be liable for any loss or damage from your failure to maintain the security of your Account and password
6. Technical support in respect of the Services is only provided to Poof Users. Questions about the Terms of Service should be sent to Poof Support. password
7. You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Services, or access to the Services without the express written permission by Poof.
8. You agree not to work around, bypass, or circumvent any of the technical limitations of the Services, use any tool to enable features or functionalities that are otherwise disabled in the Services, or decompile, disassemble or otherwise reverse engineer the Services.
9. You agree not to access the Services or monitor any material or information from the Services using any robot, spider, scraper, or other automated means
10. You understand that your Materials may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. “Materials” means Your Trademarks, copyright content, any products or services you sell through the Services (including description and price), and any photos, images, videos, graphics, written content, audio files, code, information, or other data provided or made available by you or your affiliates to Poof or its affiliates.
2. Account Activation1. The person signing up for the Service by opening an Account will be the contracting party (“Store Owner ”) for the purposes of our Terms of Service and will be the person who is authorized to use any corresponding Account we may provide to the Store Owner in connection with the Service. You are responsible for ensuring that the name of the Store Owner (including the legal name of the company that owns the Store, if applicable) is clearly visible on the Store’s website.
2. If you are signing up for the Services on behalf of your employer, your employer will be the Store Owner. If you are signing up for the Services on behalf of your employer, then you must use your employer-issued email address and you represent and warrant that you have the authority to bind your employer to our Terms of Service.
3. Poof Rights1. The Services have a range of features and functionalities. Not all Services or features will be available to all Merchants at all times and we are under no obligation to make any Services or features available in any jurisdiction. Except where prohibited in these Terms of Service or by applicable law, we reserve the right to modify the Services or any part thereof for any reason, without notice and at any time.
2. Poof does not pre-screen Materials and it is in our sole discretion to refuse or remove any Materials from any part of the Services, including if we determine in our sole discretion that the goods or services that you offer through the Services, or the Materials uploaded or posted to the Services, violate our Acceptable Use Policy or these Terms of Service.
3. Verbal or written abuse of any kind (including threats of abuse or retribution) of any Poof employee, member, or officer will result in immediate Account termination
4. We reserve the right to provide our Services to your competitors and make no promise of exclusivity. You further acknowledge and agree that Poof employees and contractors may also be Poof customers or merchants and that they may compete with you, although they may not use your Confidential Information in doing so.
5. 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, or confirmation of your status as an employee of an entity.
6. Poof reserves the right to determine, in our sole discretion, rightful Account ownership and transfer an Account to the rightful Store Owner. If we are unable to reasonably determine the rightful Store Owner, without prejudice to our other rights and remedies, Poof reserves the right to temporarily suspend or disable an Account until resolution has been determined between the disputing parties.
4. Your Responsibilities1. You acknowledge and agree that the Services are not a marketplace, and any contract of sale made through the Services is directly between you and the customer. You are the seller of record for all items you sell through the Services. You are responsible for the creation and operation of your Poof Store, your Materials, the goods and services that you may sell through the Services, and all aspects of the transactions between you and your customer(s). This includes, but is not limited to, authorizing the charge to the customer in respect of the customer’s purchase, refunds, returns, fulfilling any sales or customer service, fraudulent transactions, required legal disclosures, regulatory compliance, alleged or actual violation of applicable laws (including but not limited to consumer protection laws in any jurisdiction where you offer products or services for sale), or your breach of these Terms of Service. You represent and warrant that your Store, your Materials and the goods and services you sell through the Services will be true, accurate, and complete, and will not violate any applicable laws, regulations or rights of third parties. For the avoidance of doubt, Poof will not be the seller or merchant or record and will have no responsibility for your Store or items sold to customers through the Services.
2. You are solely responsible for the goods or services that you may sell through the Services (including description, price, fees, tax that you calculate, defects, required legal disclosures, regulatory compliance, offers or promotional content), including compliance with any applicable laws or regulations.
3. You may not use the Poof Services 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. You will comply with all applicable laws, rules and regulations (including but not limited to obtaining and complying with the requirements of any license or permit that may be necessary to operate your store or that may be held by you) in your use of the Service and your performance of obligations under the Terms of Service.
4. You are solely responsible for the activity that occurs using your API Credentials (as defined in the API Terms) and for keeping your API Credentials secure. doing so.
5. Payment of Fees and Taxes1. You will pay the Fees applicable to your subscription to Online Service Services (“Subscription Fees”) and any other applicable fees, including but not limited to applicable fees relating to the value of sales made through your Store when using all payment providers other than Poof Payments (“Transaction Fees”), and any fees relating to your purchase or use of any products or services such as Poof Checkout, Poof Storefront, or Third Party Services (“Additional Fees”). Together, the Subscription Fees, Transaction Fees and the Additional Fees are referred to as the “Fees”.
2. You are responsible for all applicable Taxes that arise from or as a result of your subscription to or purchase of Poof’s products and services. To the extent that Poof charges these Taxes, they are calculated using the tax rates that apply based on the billing address you provide to us. Such amounts are in addition to the Fees for such products and services and will be billed to your Authorized Payment Method. If you are exempt from payment of such Taxes, you must provide us with evidence of your exemption, which in some jurisdictions includes an original certificate that satisfies applicable legal requirements attesting to tax-exempt status. Tax exemption will only apply from and after the date we receive evidence satisfactory to Poof of your exemption. If you are not charged Taxes by Poof, you are responsible for determining if Taxes are payable, and if so, self-remitting Taxes to the appropriate tax authorities in your jurisdiction.
3. For the avoidance of doubt, all sums payable by you to Poof under these Terms of Service will be paid free and clear of any deductions or withholdings whatsoever. Other than Taxes charged by Poof to you and remitted to the appropriate tax authorities on your behalf, any deductions or withholdings that are required by law will be borne by you and paid separately to the relevant taxation authority. Poof will be entitled to charge the full amount of Fees stipulated under these Terms of Service to your Authorized Payment Method ignoring any such deduction or withholding that may be required.
4. You are solely responsible for determining, collecting, withholding, reporting, and remitting applicable taxes, duties, fees, surcharges and additional charges that arise from or as a result of any sale on your Poof Store or your use of the Services. The Services are not a marketplace. Any contract of sale made through the Services is directly between you and the customer.
5. Poof does not provide refunds.
6. Confidentiality1. “Confidential Information” will include, but will not be limited to, any and all information associated with a party’s business and not publicly known, including specific business information, technical processes and formulas, software, customer lists, prospective customer lists, names, addresses and other information regarding customers and prospective customers, product designs, sales, costs (including any relevant processing fees), price lists, and other unpublished financial information, business plans and marketing data, and any other confidential and proprietary information, whether or not marked as confidential or proprietary. Poof’s Confidential Information includes all information that you receive relating to us, or to the Services, that is not known to the general public including information related to our security program and practices.
2. Each party agrees to use the other party’s Confidential Information solely as necessary for performing its obligations under these Terms of Service and in accordance with any other obligations in these Terms of Service including this Section 6. Each party agrees that it will take all reasonable steps, at least substantially equivalent to the steps it takes to protect its own proprietary information, to prevent the duplication, disclosure or use of any such Confidential Information, other than (i) by or to its employees, agents and subcontractors who must have access to such Confidential Information to perform such party’s obligations hereunder, who each will treat such Confidential Information as provided herein, and who are each subject to obligations of confidentiality to such party that are at least as stringent as those contained herein; or (ii) as required by any law, regulation, or order of any court of proper jurisdiction over the parties and the subject matter contained in these Terms of Service, provided that, if legally permitted, the receiving party will give the disclosing party prompt written notice and use commercially reasonable efforts to ensure that such disclosure is accorded confidential treatment. Confidential Information will not include any information that the receiving party can prove: (A) was already in the public domain, or was already known by or in the possession of the receiving party, at the time of disclosure of such information; (B) is independently developed by the receiving party without use of or reference to the other party’s Confidential Information, and without breaching any provisions of these Terms of Service; or (C) is thereafter rightly obtained by the receiving party from a source other than the disclosing party without breaching any provision of these Terms of Service.
5. Payment of Fees and Taxes1. You will pay the Fees applicable to your subscription to Online Service Services (“Subscription Fees”) and any other applicable fees, including but not limited to applicable fees relating to the value of sales made through your Store when using all payment providers other than Poof Payments (“Transaction Fees”), and any fees relating to your purchase or use of any products or services such as Poof Checkout, Poof Storefront, or Third Party Services (“Additional Fees”). Together, the Subscription Fees, Transaction Fees and the Additional Fees are referred to as the “Fees”.
2. You are responsible for all applicable Taxes that arise from or as a result of your subscription to or purchase of Poof’s products and services. To the extent that Poof charges these Taxes, they are calculated using the tax rates that apply based on the billing address you provide to us. Such amounts are in addition to the Fees for such products and services and will be billed to your Authorized Payment Method. If you are exempt from payment of such Taxes, you must provide us with evidence of your exemption, which in some jurisdictions includes an original certificate that satisfies applicable legal requirements attesting to tax-exempt status. Tax exemption will only apply from and after the date we receive evidence satisfactory to Poof of your exemption. If you are not charged Taxes by Poof, you are responsible for determining if Taxes are payable, and if so, self-remitting Taxes to the appropriate tax authorities in your jurisdiction.
3. For the avoidance of doubt, all sums payable by you to Poof under these Terms of Service will be paid free and clear of any deductions or withholdings whatsoever. Other than Taxes charged by Poof to you and remitted to the appropriate tax authorities on your behalf, any deductions or withholdings that are required by law will be borne by you and paid separately to the relevant taxation authority. Poof will be entitled to charge the full amount of Fees stipulated under these Terms of Service to your Authorized Payment Method ignoring any such deduction or withholding that may be required.
4. You are solely responsible for determining, collecting, withholding, reporting, and remitting applicable taxes, duties, fees, surcharges and additional charges that arise from or as a result of any sale on your Poof Store or your use of the Services. The Services are not a marketplace. Any contract of sale made through the Services is directly between you and the customer.
5. Poof does not provide refunds.
7. Limitation of Liability and Indemnification1. You expressly understand and agree that, to the extent permitted by applicable laws, Poof and its suppliers will 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 arising out of or relating to the use of or inability to use the Service or these Terms of Service (however arising, including negligence).
2. You agree to indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, Poof 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 (a) your breach of these Terms of Service or the documents it incorporates by reference (including the AUP); (b) or your violation of any law or the rights of a third party; or (c) any aspect of the transaction between you and your Customer, including but not limited to refunds, fraudulent transactions, alleged or actual violation of applicable laws (including but not limited to Federal and State consumer protection laws), or your breach of the Terms of Service.
3. You will be responsible for any breach of the Terms of Service by your affiliates, agents or subcontractors and will be liable as if it were your own breach.
4. Your use of the Services is at your sole risk. The Services are provided on an “as is” and “as available” basis without any warranty or condition, express, implied or statutory.
5. Poof does not warrant that the Services will be uninterrupted, timely, secure, or error-free.
6. Poof does not warrant that the results that may be obtained from the use of the Services will be accurate or reliable.
7. Poof shall not be liable to you for any indirect, incidental, special consequential or exemplary damages which may be incurred by you, however caused and under any theory of liability, including, but not limited to, any loss of profit (whether incurred directly or indirectly), any loss of assets, any loss of goodwill or business reputation, any loss of data suffered, cost of procurement of substitute goods or services, or other intangible loss.
8. You agree that the aggregate liability of Poof to for all claims arising out of or relating to the use of or any inability to use any portion of the services or otherwise under these terms, whether in contract,or otherwise, is limited to $5.
9. Poof is not responsible for any of your tax obligations or liabilities related to the use of Poof’s Services.
10. Poof does not warrant that the quality of any products, services, information, or other materials purchased or obtained by you through the Services will meet your expectations, or that any errors in the Services will be corrected.
8. Intellectual Property and Your Materials1. We do not claim ownership of the Materials you provide to Poof; however, we do require a license to those Materials. You grant Poof a non-exclusive, transferable, sub-licensable, royalty-free, worldwide right and license to host, use, distribute, expose, modify, run, copy, store, publicly perform, communicate to the public (including by telecommunication), broadcast, reproduce, make available, display, and translate, and create derivative works of any Materials provided by you in connection with the Services. We may use our rights under this license to operate, provide, and promote the Services and to perform our obligations and exercise our rights under the Terms of Service. You represent, warrant, and agree that you have all necessary rights in the Materials to grant this license. You irrevocably waive any and all moral rights you may have in the Materials in favor of Poof and agree that this waiver may be invoked by anyone who obtains rights in the materials through Poof, including anyone to whom Poof may transfer or grant (including by way of license or sublicense) any rights in the Materials.
2. If you owned the Materials before providing them to Poof then, despite uploading them to your Poof Store they remain yours, subject to any rights or licenses granted in the Terms of Service or elsewhere. You can remove your Poof Store at any time by deleting your Account. Removing your Poof Store does not terminate any rights or licenses granted to the Materials that Poof requires to exercise any rights or perform any obligations that arose during the Term.
3. You agree that Poof can, at any time, review and delete any or all of the Materials submitted to the Services, although Poof is not obligated to do so.
4. You grant Poof a non-exclusive, transferable, sub-licensable, royalty-free, worldwide right and license to use the names, trademarks, service marks and logos associated with your Store (“Your Trademarks”) to operate, provide, and promote the Services and to perform our obligations and exercise our rights under the Terms of Service. This license will survive any termination of the Terms of Service solely to the extent that Poof requires the license to exercise any rights or perform any obligations that arose during the Term.
5. You agree that you may not use any trademarks, logos, or service marks of Poof, whether registered or unregistered, including but not limited to the word mark Poof, (“Poof Trademarks”) unless you are authorized to do so by Poof in writing. You agree not to use or adopt any marks that may be considered confusing with the Poof Trademarks. You agree that any variations or misspellings of the Poof Trademarks would be considered confusing with the Poof Trademarks.
6. You acknowledge and agree that the Terms of Service do not give you any right to implement Poof patents.
9. DMCA Notice and Takedown Procedure1. Poof supports the protection of intellectual property and asks Poof merchants to do the same. It’s our policy to respond to all notices of alleged copyright infringement. If someone believes that one of our merchants is infringing their intellectual property rights, they can send a DMCA Notice to Poof’s designated agent using customer support email [email protected]. Upon receiving a DMCA Notice, we may remove or disable access to the Materials claimed to be a copyright infringement. Once provided with a notice of takedown, the merchant can reply with a counter notification using our support email if they object to the complaint. The original complainant has 14 business days after we receive a counter notification to seek a court order restraining the merchant from engaging in the infringing activity, otherwise we restore the material.
10. Card Transactions1. By registering your account on Poof, you agree to our Services Agreement and the Stripe Connected Account Agreement.
11. Term and Termination1. The term of these Terms of Service will begin on the date of your completed registration for use of a Service and continue until terminated by us or by you, as provided below (the “Term”).
2. You may cancel your Account and terminate the Terms of Service at any time by contacting [email protected] and then following the specific instructions indicated to you in Poof’s response.
3. Without limiting any other remedies, we may suspend or terminate your Account or the Terms of Service for any reason, without notice and at any time (unless otherwise required by law), including if we suspect that you (by conviction, settlement, insurance or escrow investigation, or otherwise) have engaged in fraudulent activity in connection with the use of the Services. Termination of the Terms of Service will be without prejudice to any rights or obligations which arose prior to the date of termination.
4. Upon termination of the Services by either party for any reason: 1. Poof will cease providing you with the Services and you will no longer be able to access your Account; 2. unless otherwise provided in the Terms of Service, you will not be entitled to any refunds of any Fees, pro rata or otherwise; 3. any outstanding balance owed to Poof for your use of the Services through the effective date of such termination will immediately become due and payable in full; and 4. Your Poof Store will be taken offline.
12. Modifications1. We reserve the right, in our sole and absolute discretion, to update or change any portion of the Terms of Service at any time. Your continued access to or use of the Services after we provide such notice, if applicable, or after we post such updated terms, constitutes your acceptance of the changes and consent to be bound by the Terms of Service as amended. If you do not agree to the amended Terms of Service, you must stop accessing and using the Services.
2. Poof may change the Fee structure for the Services from time-to-time. Poof will not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Services (or any part thereof).