Terms of use
Thanks for using Smootify! Please read these Terms of Service (the "Terms") carefully. They govern your access to and use of Smootify technology services available at smootify.io and any updates, upgrades, modified versions, extensions, improvements, and derivative works of the foregoing as well as the customer support services (collectively, the "Service").
This document shall serve as an agreement between Eclipse s.r.l. (hereafter “We”, “Us” our “Ours”) – with its legal office in “via San Pasquale, 36” Benevento, Italy, VAT n. IT01658470628 - and you (hereafter “You”, or “User” as applicable) which may be legally enforced against both parties.
"You" means the entity that you represent in accepting these Terms. If you are accessing the Service for personal use only (i.e. not in connection with any organization, business, or other legal entity) as indicated by using a personal email to sign up for your Smootify Account, then all reference to "You" means you as an individual.
If you are accessing on behalf of a company, organization, or other entity, then You represent and warrant that (i) you have full legal authority to bind your employer or such entity to these Terms; (ii) you have read and understand these Terms; and (iii) you agree to these Terms on behalf of the party you represent.
1. Account registration.
You need to be 18 years to register and create an account on Smootify.com. If You’re under 18 You will need to use the account of a parent or legal guardian who is at least 18 years of age, with their permission and this adult will be responsible for all Your activities.
You promise that information you give us is true, accurate and complete and that You will keep Your account information up-to-date.
Your account is not transferrable. You are responsible for any use of Smootify.com that occurs in conjunction with Your username and password so keep Your password secure and don’t let any other person use Your username or password. If You realize there’s any unauthorized use of Your password or any breach of security please inform us promptly.
2. Smootify license
The Software is licensed, not sold, and Smootify reserves all rights to the software not expressly granted hereby, whether by implication, estoppel, or otherwise.
Depending on the Service provided, We grant You:
- a free license that applies when you download the software to connect a WEbflow project to Shopify with no need to publish the store on your own domain and remove the “Smootify badge” to rebrand the End project as yours.
- a single use license that applies when you purchase a premium license on our site. This gives you the ability to use the Software on an ongoing non-exclusive basis to connect one Webflow project to Shopify without the Smootify banner and publish the store on your custom domain. You are allowed to use the paid license only for one project. You are not allowed to use the same paid license for a duplicated project. Each use of the Software requires the purchase of a Single Use License.
You may not:
(a) circumvent or bypass any technological protection measures in or relating to the software or disassemble, decompile, or reverse engineer it;
(b) otherwise attempt to discover the source code of the software;
(c) use any “deep-link”, “page-scrape”, “robot”, “spider” or other automatic device, program, algorithm or methodology, or any manual process to access, acquire, copy, or monitor any portion of the Service or any Content or obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Service;
(d) publish, sell, copy, rent, lease, or lend the software;
(e) transfer the software, its license or any rights to access or use it. You may not enable access to the software by unauthorized third-party applications.
The App may automatically update from time to time. These updates are designed to improve, enhance, and further develop the software and may take the form of bug fixes, enhanced functions, new software modules, and completely new versions. You agree to receive such updates (and permit us to deliver these to you with or without your knowledge) as part of your use of the software.
3. Your Content.
Smootify doesn’t collect or allow to collect any content You upload to the Smootify app.
3.1. Feedback.
You have no obligation to provide us with ideas, suggestions, or proposals (“Feedback”). If you submit Feedback to us however, then you grant us a non-exclusive, worldwide, royalty-free, sublicensable, and transferable license to use it without restriction or compensation to you.
4. Beta Release
From time to time, Smootify may, in its sole and exclusive discretion, allow you to access and use certain Beta Releases with your consent. In consideration for receiving access to a Beta Release, you hereby agree to the following: (i) any feedback, analysis, suggestions, comments, bug reports, or test results that you provide to Smootify regarding such Beta Release shall be deemed Feedback; (ii) information regarding a Beta Release shared with you or generated from that Beta Release, including without limitation, images or recordings of them constitutes Smootify’s Confidential Information; (iii) Beta Releases may only be made available for a limited amount of time and should not be relied upon for any ongoing needs; (iv) Smootify may, in its sole and exclusive discretion, terminate or discontinue any Beta Release and/or your specific access to such Beta Release with or without advance notice; (v) Smootify may collect, analyze, and use data shared/provided in connection with a Beta Release to operate, enhance, improve, and develop Smootify products or services, including through model training, and otherwise in connection with our business. Beta Releases are made available on an "as is" basis, without warranty, representation, or indemnification of any kind, express or implied.
5. User conduct
You must not misuse the Service/Software. For example, you must not:
- access or attempt to access the Service by any means other than our website;
- use the single-use license for more then one project, even if it’s a duplication of a project converted with the paid license;
- circumvent any access or use restrictions put into place to prevent certain uses of the Service;
- attempt to gain unauthorized access to the Service or any portion of it, any content, or any systems or networks connected to the Service, by hacking, password “mining”, or any other illegitimate means;
- share content or engage in behavior that violates anyone’s Intellectual Property Right (“Intellectual Property Rights” means copyright, moral rights, trademark, trade dress, patent, trade secret, unfair competition, right of privacy, right of publicity, and any other proprietary rights.);
- impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;
- attempt to disable, impair, or destroy the Service or any portion of it;
- disrupt, interfere with, or inhibit any other user from using the Service or any portion of it;
- use any data mining or similar data gathering and extraction methods in connection with the Services.
6. Billing and payment
Free accounts are not required to provide payment account information. We will immediately bill you upon any upgrade from the free license to the paying one.
For premium licenses, You are invoiced at the prices and the currency displayed on the Website. Please note that your payment is not refundable (read pt. 6.2 “Refunds”).
Your Subscription Term begins purchased the Service. UNLESS YOU DOWNGRADE OR CANCEL YOUR SUBSCRIPTION PRIOR TO EXPIRATION OF YOUR CURRENT SUBSCRIPTION TERM, YOUR SUBSCRIPTION WILL AUTOMATICALLY RENEW FOR ANOTHER SUBSCRIPTION TERM ON THE SAME PLAN (OR IF NO LONGER AVAILABLE, THE EQUIVALENT SUCCESSOR PLAN) AND FOR A PERIOD EQUAL TO YOUR THEN CURRENT SUBSCRIPTION TERM. All renewals are subject to the applicable Service and Plan continuing to be offered, and will be subject to the then-current Fees applicable to the renewed Service.
Prices and fees are not inclusive of the following taxes, which will be added as part of the total price buyers see before completing the check-out process: (a) European Union countries’ VAT (if applicable) and (b) any other transactional taxes we state on the site that will be added.
If We has the legal obligation to pay or collect Taxes for which you are responsible under this section, We will invoice you, and you will pay that amount unless you provide Us with a valid tax exemption certificate authorized by the appropriate taxing authority.
You are responsible for the accuracy of any relevant information for tax purposes (including VIES registered VAT number and billing address).
We reserve the right to change our fees and institute new charges at anytime upon notice to you via email notice or posting of such notice on our website.
6.1. Incorrect prices or informations
Despite our reasonable efforts, items and services may occasionally be listed at an incorrect price or with incorrect information. If this happens, we may cancel or reverse a transaction, even after it is completed and a payment has been processed. If we do this, we’ll promptly arrange for any payment to be credited or refunded and You must not use the Item.
6.2. Refunds
Given the nature of downloadable and irrevocable digital Items, Smootify does not issue refunds after the purchase is made. You are responsible for understanding this upon registering for our subscription or purchasing a product.
7. Plan Changes, Cancellation, and Termination by You
You can change or cancel your plan from your account For the avoidance of doubt, the following do not constitute cancellation of a paid plan or termination of your Account: (i) an email or other message to cancel your Account; (ii) revoking or suspending any form of payment put on record with Smootify to pay your subscription Fees; or (iii) any cancellation or termination confirmation from a party other than Smootify. You expressly acknowledge that downgrading your Service may cause the loss of features or other capabilities of your Smootify Account, and that We don’t accept any liability for such loss.
Once you cancel your Smootify subscription, the connection between your Webflow project and your Shopify store will no longer work.
8. Changes to the Service, termination by Smootify
We constantly work to innovate and find ways to provide our users with new features and services. Therefore, we may, with or without prior notice, limit access to, modify, change or discontinue any aspect of the Services or products. In no event will we be liable to You for any such modification, suspension or discontinuance of the Website or Services. We also retain the right to create limits on use and storage at our sole discretion at any time without prior notice to you. You agree that we will not be liable to you or to any third party for any such limitation, modification, change, suspension or discontinuance of Website or Services.
Udesly will employ reasonable efforts to make sure that the site is always available to Users, but temporary disruptions of the services available on our website may occur from time to time.
9. Indemnification
You agree to indemnify, defend, and hold Us and our employees and suppliers harmless from and against all claims, liability, damages, costs and expenses, including reasonable legal fees and expenses, arising out of or related to a breach of this Agreement, the use of our website and the use or the inability of use of any Service, Your failure to abide by any restriction regarding the use of the Service, or violation of any third party rights.
10. Liability
Except as provided in a non-excludable law, We shall not be liable to You or to any other person or entity for any general, punitive, special, direct, indirect, consequential or incidental damages, or lost profits or any other damages, costs or losses arising out of Your use of our Services.
11. Disclaimer of warranties
TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. WE MAKE NO COMMITMENTS ABOUT THE CONTENT WITHIN THE PRODUCTS. WE FURTHER DISCLAIM ANY WARRANTY THAT (A) THE ITEMS WILL MEET YOUR REQUIREMENTS OR WILL BE CONSTANTLY AVAILABLE, UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (B) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE ITEMS WILL BE EFFECTIVE, ACCURATE, OR RELIABLE; (C) THE QUALITY OF THE ITEMS WILL MEET YOUR EXPECTATIONS; OR THAT (D) ANY ERRORS OR DEFECTS IN THE ITEMS WILL BE CORRECTED.
WE SPECIFICALLY DISCLAIM ANY LIABILITY FOR ANY ACTIONS RESULTING FROM YOUR USE OF THE PRODUCTS. YOU MAY USE AND ACCESS THE ITEMS AT YOUR OWN DISCRETION AND RISK, AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE USE AND ACCESS OF ANY PRODUCTS.
12. Links to Third Party Sites
The website may be linked to third-party websites which are not under the control of or maintained by Udesly.com.
You acknowledge that We are providing these links only as a convenience and that We are not responsible for the content of such sites. Your use of these other linked websites is at your own risk and subject to their own terms of use and privacy policies. You expressly release us from any and all liability arising from your use of any third-party website.
12.1 Third party relations
Smootify is not affiliated with or related to Webflow or Shopify. Any reference to Webflow or Shopify is for informational purposes only and is not intended to imply any endorsement, sponsorship, or affiliation.
13. Intellectual property
We remain the sole owner of all rights, title, and interest in the Services, Softwares and Items. We reserve all rights not granted under these terms.
“Smootify.io, logos and trademarks related to our Resources, Software and Services are our trademarks. You may not copy, imitate or use them without our prior written consent. In addition, all page headers, custom graphics, button icons, and scripts are service marks, trademarks, and/or trade dress of Udesly.com. You may not copy, imitate, or use them without our prior written consent.
All right, title and interest in and to the Smootify websites, any content thereon, including but not limited to the Resources, Software and tools is the exclusive property of Smootify, except for some third party photos and images that may be used with a regular license.
Photos, images and videos used in website are purely for demonstration or promoting purposes and are not included in the purchases. They’re licensed on the basis of editorial use only.
14. Privacy and Cookie policy
Our Privacy and Cookie Policy apply to the use of the Services/Software/Resources and its terms are made a part of the Terms of Use by this reference. You understand and agree that by using the Services/Software/Resources you consent to the collection and use of your Personal Information and aggregate data as set forth in our Privacy and Cookie policy.
15. Changes to Term of Use.
We may revise these Terms from time to time to better reflect:
(a) changes to the law,
(b) new regulatory requirements, or
(c) improvements or enhancements made to our Services.
If an update affects your use of the Services or your legal rights as a user of our Services, we’ll notify you prior to the update's effective date by sending an email to the email address associated with your account or via an in-product notification. These updated terms will be effective no less than 30 days from when we notify you.
If you don’t agree to the updates we make, please cancel your account before they become effective. Where applicable, we’ll offer you a prorated refund based on the amounts you have prepaid for Services and your account cancellation date. By continuing to use or access the Services after the updates come into effect, you agree to be bound by the revised Terms.
16. Dispute and claim
To expedite resolution and reduce the cost of any dispute, controversy or claim related to this Agreement (“Dispute”), you agree to first attempt to negotiate any Dispute informally for at least thirty (30) days before initiating any arbitration or court proceeding. Such informal negotiations will commence upon written notice. Your address for such notices is your billing address, with an email copy to the email address you have provided while registering. Our address for such notices is Eclipse srl, Manfredi di Svevia, 2A, 82100, Benevento, Italy.
If We are unable to resolve a Dispute through informal negotiations, all claims arising from use of the Service by consumers based in the European Union or Norway, Iceland, and Liechtenstein will be solved through the On Line Dispute Resolution service provided by the European Union on the following link http://ec.europa.eu/odr.
All claims arising from use of the Service by consumers based outside the European Union are subjected to the jurisdiction of the Italian courts in Benevento.
17. Applicable law
In some jurisdictions there may be consumer or fair trading laws that apply and that may give You rights that we cannot exclude, restrict or modify (‘non-excludable law’). Except as provided in a non-excludable law, we are bound only by the express promises made in these user terms and we are not bound by implied terms.
