Custom Development Terms of Use

Lightspeed Custom Development Terms of Use

These Terms of Use (the “Terms”) are made between Lightspeed Commerce Inc. and its affiliates including Ecwid, Inc. (collectively “Lightspeed”, “we”, or “us”) and you (“you”), the user of the custom development services and any related content, features, and services made available by Lightspeed (collectively, the “Services”). The Terms set forth are the terms and conditions applicable to your use of th Services. These terms are supplemental and additional to the Lightspeed Service Agreement. By accessing and using any of the Services, you agree to be bound by the Lightspeed Service Agreement and these Terms.

Lightspeed reserves the right to modify these Terms at any time, and such modifications shall be effective immediately upon Lightspeed’s publication of the modified Terms on its website. Any access or use of Services by you following the publication of the modified Terms will be deemed an acceptance by you of the modified Terms.

In the event that you do not agree with the Terms or any modified Terms, in whole or in part, you must immediately stop accessing and using the Services.

1. Use of Customisation Services.

1.1 If and when you wish any custom development work done for your site, please send a list of features, described in appropriate level of detail to ec.customizations@lightspeedhq.com. 1.2 The Customisation team will prepare a statement of work (subject to feasibility of what is proposed) (“Specification”) that will set out:

the requested features;
the work list;
an estimate of the number of hours;
the cost of the work (or the part of the work, above your Included Customisation Hours) based on the estimate.

1.3 Every customisation hour outside your Plan is priced at US$200/hour exclusive of VAT (if applicable). 1.4 Every issued Specification and the quotes set out therein will remain valid for a period of 21 days from date of issue. If the Specification has not been signed and/or paid (as applicable) in that time-period, a new Specification must be requested. 1.5 By signing the Specification and/or paying the quoted fee, you agree to the information set out therein. Any work outside the Specification is not part of the quote set out in the Specification. 1.6 Once payment has been made, the work order cannot be recalled by you and the Specification cannot be terminated. Lightspeed reserves the right to terminate any Specification in its absolution, e.g. in the unlikely event that a functionality turns out to be impossible to achieve with no work-around possible. If a Specification is terminated by Lightspeed, the full amount of the Specification will be refunded to you. 1.7 You represent that any information that you submit to us, including any modification is reliable, true, and accurate. You agree to immediately notify Lightspeed upon becoming aware of any information that may affect the work undertaken under a Specification both before and after its acceptance. 1.8 While we endeavour to adhere to our estimates, all time estimates set out in the Specification are indicative only. Time is not of the essence. 1.9 Certain (minor) requests may be performed on an expedited basis subject to an additional charge. Once you have received your Specification, and your time estimate, you can revert to us, specifying your desired expedited timeline, asking for a fee estimate on that basis. If your request is possible, you will be provided with a revised quote for consideration. Your initial Specification will remain valid for the period set out at 2.4, above. 1.10 Once the requested work has been completed, you will have 10 calendar days to review and test it, and let us know of any issues, which we aim to fix without any undue delay. If we do not hear from you in this time period, the Specification will be considered as completed. 1.11 The functionality shall be workable as at the date of completion of the work and for a period of no less than 6 months afterwards. The Specification will include subsequent updates, necessitated by updates of programware used, including to third-party API that may affect the functionality. Any maintenance work beyond the initial 6 months will be outside the scope of the Specification, and any updates that may become necessary after the initial 6 months to preserve the functionality shall be requested and quoted for separately. For features released 6 months ago or earlier, bug fixes will cost US$300.

2. Included Customisation Hours in your Plan

2.1 Stand-alone subscriptions to our annual Business and Unlimited Subscription Plans (“Plans” and each, a “Plan”) include an annual entitlement to a certain number of customisation hours. Your confirmation / renewal email specifies the number of custom development hours that are included in your subscription for the following year (the “Included Customisation Hours”). 2.2 Your annual entitlement of Included Customisation Hours is renewed on each anniversary of your subscription and corresponds to the Plan you are on in any given year. Any unused Included Customisation Hours lapse on the anniversary of your subscription and do not carry over to subsequent years. 2.3 Any upgrade or downgrade of your subscription Plan will reset the number of Included Customisation Hours, which will correspond to your new Plan. Any unused Included Customisation Hours at the time of the upgrade/downgrade will lapse. 2.4 Included Customisation Hours offered as a part of a subscription Plan may only be used for custom development with respect to the store attached to that subscription Plan and no other store, even if they share the same owner.

3. Intellectual Property Rights

3.1 Each party shall retain ownership of any and all rights in its own pre-existing intellectual property. 3.2 You hereby grant to Lightspeed a non-exclusive, worldwide, royalty-free, perpetual, and irrevocable licence (that may be sub-licensed to sub-contractors) to your pre-existing intellectual property, to use, as reasonably required, in order for Lightspeed to provide the Services to you. 3.3 From the date of creation, all intellectual property rights, title and interest in the output of the Services shall vest with Lightspeed and you hereby assign any such rights title and interest to Lightspeed in full. 3.4 Lightspeed shall grant to you a non-exclusive, worldwide, royalty-free revocable licence to use the output of the Services for the duration of and in conjunction with your use of Lightspeed e-com solution services. 3.5 All Lightspeed content and material made available in the Services, including but not limited to texts, images, videos, and other graphics materials, names, logos, trademarks and services marks, features and information (collectively, the “Lightspeed Content”) are protected by copyright, trademark, patent, and other intellectual property laws. The Lightspeed Content is provided to you by Lightspeed or its partners or licensors solely to support your permitted access and use of the Services as set forth in these Terms. The Lightspeed Content may be modified from time to time by Lightspeed in its sole discretion. Lightspeed and its partners or licensors retain all rights in the Services, the Lightspeed Content and any associated patents, trademarks, copyrights, trade secrets, or other intellectual property rights (collectively, the “Lightspeed IPR”). Except as expressly provided herein, no license, right, or interest in the Lightspeed IPR is granted under these Terms.

4. Restrictions

The Services are provided to you for your use of the Product. Any other uses are prohibited.

You agree not to (and not to allow any third party to):

circumvent any technical limitations set in the Services in order to enable any prohibited or disabled functionality;
gain or attempt to gain access to unauthorized material and/or information of the Services other than those to which you are expressly permitted to access;
decompile, disassemble, reverse engineer or attempt to decompile, disassemble, or reverse engineer the Services;
perform or attempt to perform any actions that would interfere with the normal operation of the Services or affect other users’ use or access of the Services;
distribute viruses or other harmful or malicious computer code via or into the Services;
rent, lease, copy, provide access to or sublicense any portion of the Services to a third-party;
use any portion of the Services to provide, or incorporate any portion of the Services into, any product or service provided to a third-party;
modify any Services or create any derivative product from any of the foregoing;
remove or obscure any proprietary or other notices contained in the Services;
access or use, or attempt to access or use, the Services in an unlawful, deceptive, exploitative, or fraudulent manner, or for any such purpose, including phishing, spoofing, stealing, impersonating others, or engaging in misleading or unethical marketing or advertising;
upload, post, submit, or otherwise distribute any document, information, data, photo, image, video, or any other material in the Services that (a) infringe or misappropriate any third-party’s patent, trademark, trade secret, copyright, or other intellectual property rights, (b) violates any applicable laws, or (c) is false, misleading, abusive, offensive, defamatory, inaccurate, hateful, harassing, obscene, threatening, or is otherwise objectionable as determined by us in our sole discretion.

5. Indemnification

You agree to indemnify Lightspeed, and its officers, directors, partners, contractors, employees, agents, representatives, distributors and agents for any and all claims, damages, losses, expenses and costs, including without limitation, reasonable attorneys’ fees, arising out of or related to (i) your use of the Services, (ii) your breach or alleged breach of the Terms, and (iii) your breach of any applicable laws and regulations.

6. Disclaimer of Warranties

YOU ACKNOWLEDGE THAT YOUR ACCESS AND USE OF THE SERVICES, THE LIGHTSPEED CONTENT AND ANY OTHER INFORMATION, PRODUCTS AND MATERIAL CONTAINED IN OR ACCESSIBLE THROUGH THE SERVICES (COLLECTIVELY, THE “LIGHTSPEED SERVICES”) IS AT YOUR OWN RISK AND THE LIGHTSPEED SERVICES ARE PROVIDED TO YOU ON AN “AS IS” BASIS AND WITHOUT WARRANTY OF ANY KIND, INCLUDING WARRANTY ON THE ACCURACY, COMPLETENESS OR PRESERVATION AGAINST ANY LOSS OF THE INFORMATION AND MATERIAL PROVIDED IN THE SERVICES. LIGHTSPEED EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, CONDITIONS, OR INDEMNITIES, EXPRESS OR IMPLIED IN THE LIGHTSPEED SERVICES, INCLUDING, WITHOUT LIMITATION, (I) ANY WARRANTIES THAT THE LIGHTSPEED SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, (II) ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT, (III) ANY WARRANTIES THAT THE LIGHTSPEED SERVICES WILL BE FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS, AND (IV) ANY WARRANTIES THAT THE DEFECTS OR ERRORS IN THE LIGHTSPEED SERVICES WILL BE CORRECTED. LIGHTSPEED SHALL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES, OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE THE REASONABLE CONTROL OF LIGHTSPEED. THE FOREGOING DISCLAIMERS APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW.

7. Limitation of Liability

7.1 TO FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAWS, IN NO EVENT SHALL LIGHTSPEED OR ITS AFFILIATES BE LIABLE FOR ANY CLAIMS, LOSSES, AND DAMAGES, WHETHER BASED IN CONTRACT, TORT, OR OTHERWISE, AND EVEN IF YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHICH ARISE OUT OF OR ARE RELATED WITH: (I) THE TERMS (INCLUDING ANY AMENDMENTS, CHANGES, OR MODIFICATIONS THERETO), (II) THE LIGHTSPEED SERVICES, (III) ANY FAILURE OR DELAY (INCLUDING , BUT NOT LIMITED, TO THE USE OR INABILITY TO USE THE SERVICES); 7.2 IF THE DISCLAIMER OF DAMAGES IN SECTION 7.1IS NOT ENFORCEABLE AT LAW, YOU EXPRESSLY AGREE THAT LIGHTSPEED’S AGGREGATE LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO LIGHTSPEED FOR ANY PRODUCTS, SERVICES OR INFORMATION SUPPLIED BY LIGHTSPEED THROUGH YOUR USE OF THE SERVICES IN THE THREE (3) MONTHS PRIOR TO THE CLAIM. 7.3 IN NO EVENT WILL LIGHTSPEED BE LIABLE TO YOU UNDER ANY THEORY OF TORT, CONTRACT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY LOST PROFITS, LOST DATA, LOST OPPORTUNITIES, COSTS OF COVER, EXEMPLARY, PUNITIVE, PERSONAL INJURY/WRONGFUL DEATH, SPECIAL, INCIDENTAL, INDIRECT OR OTHER CONSEQUENTIAL DAMAGES.

8. General

These Terms are supplemental and additional to the Lightspeed Service Agreement (as amended from time). Any matter not specifically addressed in these Terms, shall be defined and decided in accordance with the Lightspeed Service Agreement, which is incorporated by reference. In the event of contradiction between the Lightspeed Service Agreement and these Terms, these Terms shall prevail.

Lightspeed’s failure to exercise or enforce any right or provision of these Terms will not be considered a waiver of that right or provision. If one or more of the provisions of these Terms is held to be invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, then the validity, legality and enforceability of the remaining provisions of these Terms shall be unaffected. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of the section.

These Terms, along with the Lightspeed Service Agreement and the policies referenced therein, constitute the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous written, electronic or oral communications, representations, agreements or understandings between the parties with respect thereto. You may address all notices, statements and other communications to Lightspeed to the following address:

Lightspeed Commerce Inc.

700 Rue Saint-Antoine E Street

Montréal, QC, H2Y 1A6

Canada

With a mandatory copy to:

legal@lightspeedhq.com