Terms of service
OVERVIEW
This website is operated by NinjaNutz Digital Inc. Throughout the site and this Terms of Service, the terms “we”, “us” and “our” refer to NinjaNutz Digital Inc. NinjaNutz Digital Inc offers this website, information, tools and Services and make them available to you, the user, via this site or other medium we choose to use, conditioned upon your acceptance of all terms, conditions, policies and notices stated here.
By visiting, using our site and/or purchasing something from us or hiring us for any work, you engage in our “Service” and agree to be bound by the following terms and conditions (“Terms of Service”, “Terms”), including those additional terms and conditions and policies referenced herein and/or available by hyperlink. These Terms of Service apply to all users of the site, including without limitation users who are browsers, vendors, customers, merchants, and/ or contributors of content. It also applies to any person, agency, business, merchant or any entity that hires us or purchases something from us via any medium outside of this website.
Please read these Terms of Service carefully before accessing or using our website or services. By accessing or using any part of the site or our services, you agree to be bound by these Terms of Service. If you do not agree to all the terms and conditions of this agreement, then you may not access the website or use any services. If these Terms of Service are considered an offer, acceptance is expressly limited to these Terms of Service.
Any new features or tools which are added to the current store shall also be subject to the Terms of Service. You can review the most current version of the Terms of Service at any time on this page. We reserve the right to update, change or replace any part of these Terms of Service by posting updates and/or changes to our website. It is your responsibility to check this page periodically for changes. Your continued use of our services or access to the website following the posting of any changes constitutes acceptance of those changes.
Our store is hosted on Shopify Inc. They provide us with the online e-commerce platform that allows us to sell our products and services to you, and to share important information about the policies you are bound to when working with us or using this website.
SECTION 1 - ONLINE STORE TERMS
By agreeing to these Terms of Service, you represent that you are at least the age of majority in your state or province of residence, or that you are the age of majority in your state or province of residence and you have given us your consent to allow any of your minor dependents to use this site.
You may not use our products 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).
You must not transmit any worms or viruses or any code of a destructive nature.
A breach or violation of any of the Terms will result in an immediate termination of your Services.
SECTION 2 - GENERAL CONDITIONS
We reserve the right to refuse service to anyone for any reason at any time.
You understand that your content (not including credit card information), 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. Credit card information is always encrypted during transfer over networks.
You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service or any contact on the website through which the service is provided, without express written permission by us.
The headings used in this agreement are included for convenience only and will not limit or otherwise affect these Terms.
SECTION 3 - ACCURACY, COMPLETENESS AND TIMELINESS OF INFORMATION
We are not responsible if information made available on this site or directly by us is not accurate, complete or current. The material on this site and that we make available to you is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or more timely sources of information. Any reliance on the material is at your own risk.
This site may contain certain historical information. Historical information, necessarily, is not current and is provided for your reference only. We reserve the right to modify the contents of this site at any time, but we have no obligation to update any information on our site. You agree that it is your responsibility to monitor changes to our site.
SECTION 4 - MODIFICATIONS TO THE SERVICE AND PRICES
Prices for our products and/or services are subject to change without notice.
We reserve the right at any time to modify or discontinue the Service (or any part or content thereof) without notice at any time.
We shall not be liable to you or to any third-party for any modification, price change, suspension or discontinuance of the Service.
Higher pricing and rates apply in cases where urgent work is needed or requested. You agree to pay all due fees in time and order for all urgent work that you have requested. All invoices will be due after 0 days of submission of any invoice. We reserve the right to take on or decline any urgent projects. Prices may vary from one project to another based on the time spent on the project, our availability, working outside of business hours, level of complexity, or other considerations we may deem relevant for the project. Hiring us for urgent work means the total acceptance of these conditions.
SECTION 5 - PRODUCTS OR SERVICES
Certain products or services may be available exclusively online through the website. These products or services may have limited quantities and are subject to return or exchange only according to our Return Policy.
We have made every effort to display as accurately as possible the colors and images of our products that appear at the store. We cannot guarantee that your computer monitor's display of any color will be accurate.
We reserve the right, but are not obligated, to limit the sales of our products or Services to any person, geographic region or jurisdiction. We may exercise this right on a case-by-case basis. We reserve the right to limit the quantities of any products or services that we offer. All descriptions of products or product pricing are subject to change at anytime without notice, at the sole discretion of us. We reserve the right to discontinue any product at any time. Any offer for any product or service made on this site is void where prohibited.
We do not warrant that the quality of any products, services, information, or other material purchased or obtained by you will meet your expectations, or that any errors in the Service will be corrected.
For any projects or tasks that include code development, coding or custom developments, we will not share any of the implemented code.
SECTION 6 - ACCURACY OF BILLING AND ACCOUNT INFORMATION
We reserve the right to refuse any order you place with us. We may, in our sole discretion, limit or cancel quantities purchased per person, per household or per order. These restrictions may include orders placed by or under the same customer account, the same credit card, and/or orders that use the same billing and/or shipping address. In the event that we make a change to or cancel an order, we may attempt to notify you by contacting the e-mail and/or billing address/phone number provided at the time the order was made. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers, or distributors.
You agree to provide current, complete, and accurate purchase and account information for all purchases made at our store. You agree to promptly update your account and other information, including your email address and credit card numbers and expiration dates, so that we can complete your transactions and contact you as needed.
SECTION 7 - OPTIONAL TOOLS & APPS
We may provide you with access to third-party tools or apps over which we neither monitor nor have any control nor input.
You acknowledge and agree that we provide access to such tools ”as is” and “as available” without any warranties, representations or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of optional third-party tools or apps.
Any use by you of optional tools offered through us or this site is entirely at your own risk and discretion and you should ensure that you are familiar with and approve of the terms on which tools are provided by the relevant third-party provider(s).
In the event that you hire us to install an app in your store, you will be responsible to pay any and all monthly fees via your Shopify store - if applicable - and understand that these fees must be paid in order to use the app and that they are not related to us or the installation and configuration service we are providing for them.
We will have no liability whatsoever for delivering any misleading information about any app or tool and it is always your responsibility to learn more about the tools and/or apps you want us to install in your store and their corresponding prices, extra fees or costs, and/or functionality.
In some cases we may get affiliate income from some of the apps we install in your store. This will never increase the app's cost to you.
We may also, in the future, offer new services and/or features through the website or other mediums (including, the release of new tools and resources). Such new features and/or services shall also be subject to these Terms of Service.
SECTION 8 - THIRD-PARTY LINKS
Certain content, products and services available via our Service may include materials from third-parties.
Third-party links on this site may direct you to third-party websites that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy and we do not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third-parties.
We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites. Please review carefully the third-party's policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third-party.
SECTION 9 - USER COMMENTS, FEEDBACK AND OTHER SUBMISSIONS
If, at our request, you send certain specific submissions (for example contest entries) or without a request from us you send creative ideas, suggestions, proposals, plans, or other materials, whether online, by email, by postal mail, or otherwise (collectively, 'comments'), you agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium any comments that you forward to us. We are and shall be under no obligation (1) to maintain any comments in confidence; (2) to pay compensation for any comments; or (3) to respond to any comments.
We may, but have no obligation to, monitor, edit or remove content that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms of Service.
You agree that your comments will not violate any right of any third-party, including copyright, trademark, privacy, personality or other personal or proprietary right. You further agree that your comments will not contain libelous or otherwise unlawful, abusive or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Service or any related website. You may not use a false e-mail address, pretend to be someone other than yourself, or otherwise mislead us or third-parties as to the origin of any comments. You are solely responsible for any comments you make and their accuracy. We take no responsibility and assume no liability for any comments posted by you or any third-party.
SECTION 10 - PERSONAL INFORMATION
Your submission of personal information through the store is governed by our Privacy Policy.
SECTION 11 - ERRORS, INACCURACIES AND OMISSIONS
Occasionally there may be information on our site or in the Service that contains typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, promotions, offers, product shipping charges, transit times, availability, conflicts, or others. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information in the Service or on any related website is inaccurate at any time without prior notice (including after you have submitted your order).
We undertake no obligation to update, amend or clarify information in the Service or on any related website, including without limitation, pricing information, except as required by law. No specified update or refresh date applied in the Service or on any related website, should be taken to indicate that all information in the Service or on any related website has been modified or updated.
SECTION 12 - PROHIBITED USES
In addition to other prohibitions as set forth in the Terms of Service, you are prohibited from using the site or its content, or any of our services: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or of any related website, other websites, or the Internet; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Service or any related website, other websites, or the Internet. We reserve the right to terminate your use of the Service or any related website for violating any of the prohibited uses.
SECTION 13 - DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY
We do not guarantee, represent or warrant that your use of our service will be uninterrupted, timely, secure or error-free.
We do not warrant that the results that may be obtained from the use of the service will be accurate or reliable.
You agree that from time to time we may remove the service for indefinite periods of time or cancel the service at any time, without notice to you.
You expressly agree that your use of, or inability to use, the service is at your sole risk. The service and all products and services delivered to you through the service are (except as expressly stated by us) provided 'as is' and 'as available' for your use, without any representation, warranties or conditions of any kind, either express or implied, including all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement.
You agree that there can be additional costs related to the project that can't be anticipated by us. This includes, but is not limited to a) conflicts with 3rd party apps, b) custom developments, c) scripts, d) app limitations, e) bugs coming from any source such as Shopify, an app, the theme or other tools. If such a scenario arises at any point during a project, even after payment, you agree that we are not liable for any of them and that such costs need to be covered entirely by you should you decide that you want to move forward with that project.
You have the right to approve or decline the payment of the additional costs. In the event that the additional costs for the additional tasks are required for the successful delivery of the project and you decline to pay them, the project will need to be canceled based on the terms of the Termination clause.
To the maximum extent allowable by law, NinjaNutz Digital Inc, our directors, officers, employees, affiliates, agents, contractors, interns, suppliers, service providers or licensors, shall not be liable to you for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from your use of any of the service or any products procured using the service, or for any other claim related in any way to your use of the service or any product, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of the service or any content (or product) posted, transmitted, or otherwise made available via the service, even if advised of their possibility. To the maximum extent allowable by law, our aggregate liability under these terms shall in no event exceed the aggregate compensation paid by you to us for the project in question. Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, our liability shall be limited to the maximum extent permitted by law.
You agree that NinjaNutz Digital Inc has not made any guarantees about the results of taking any action or purchasing any of our services, tools, guides, support, or guidance of any kind, whether recommended on this Website or not. NinjaNutz Digital Inc offers services intended to help you grow your business. This may include and is not limited to:
- Shopify setup
- Store migration
- App integrations
- Design
- Advertising
- Coding or development
- Guidance and Support
These services are intended to help users of this website succeed in their online business and otherwise. You nevertheless recognize that your ultimate success or failure will be the result of your own efforts, your particular situation, and innumerable other circumstances beyond the control and/or knowledge of NinjaNutz Digital Inc.
You also recognize that prior results do not guarantee a similar outcome. Thus, the results obtained by others – whether clients or customers of NinjaNutz Digital Inc or otherwise – applying the principles set out in this Website are no guarantee that you or any other person or entity will be able to obtain similar results.
SECTION 14 - INDEMNIFICATION
You agree to indemnify, defend and hold harmless NinjaNutz Digital Inc and our parent, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third-party due to or arising out of your breach of these Terms of Service or the documents they incorporate by reference, or your violation of any law or the rights of a third-party.
SECTION 15 - SEVERABILITY
In the event that any provision of these Terms of Service is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms of Service, such determination shall not affect the validity and enforceability of any other remaining provisions.
SECTION 16 - TERMINATION
The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of this agreement for all purposes.
These Terms of Service are effective unless and until terminated by either you or us. You may terminate these Terms of Service at any time by notifying us that you no longer wish to use our Services.
If in our sole judgment you fail, or we suspect that you have failed, to comply with any term or provision of these Terms of Service, we also may terminate this agreement at any time without notice and you will remain liable for all amounts due up to and including the date of termination; and/or accordingly may deny you access to our Services (or any part thereof).
Either Party also may at any time terminate the Agreement immediately if: (i) the other party commits a breach of this Agreement and such party does not cure a breach within 5 days of written notice from the non-breaching party of such breach.
If this Agreement is terminated earlier by you, you agree to pay us any and all sums which are due and payable for: (i) services provided as of the date of termination; and (ii) expenses already incurred, including those from documented non-cancelable commitments. We agree to use the best efforts to minimize such costs and expenses.
Termination for any reason shall not affect the rights granted to you by us hereunder. Upon termination, you shall pay to us all undisputed amounts due and payable. If upon termination you have not paid undisputed fees owed for the material, deliverables or Services provided by us as of the date of termination, you agree not to use any such material or the product of such Service, until you have paid us in full. Any provisions or clause in these terms that, by its language or context, implies its survival shall survive any termination or expiration of these terms. Notwithstanding anything to the contrary in these terms, we shall retain a perfected security interest in the deliverable or material until you have made payment in full for all undisputed amounts as of the termination date. We hereby agree to release and waive its security interest in the deliverable and material upon receipt of full payment for all undisputed amounts.
For any pre-paid projects that are canceled by you, we reserve the right to determine how much and if there will be any refunds minus a 15% administrative fee.
SECTION 17 - ENTIRE AGREEMENT
The failure of us to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision.
These Terms of Service and any policies or operating rules posted by us on this site or in respect to The Service constitutes the entire agreement and understanding between you and us and govern your use of the Service, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms of Service).
Any ambiguities in the interpretation of these Terms of Service shall not be construed against the drafting party.
SECTION 18 - GOVERNING LAW
These Terms of Service and any separate agreements whereby we provide you Services shall be governed by and construed in accordance with the laws of Ontario, Canada.
SECTION 19 - CHANGES TO TERMS OF SERVICE
You can review the most current version of the Terms of Service at any time at this page.
We reserve the right, at our sole discretion, to update, change or replace any part of these Terms of Service by posting updates and changes to our website. It is your responsibility to check our website periodically for changes. Your continued use of or access to our website or Services following the posting of any changes to these Terms of Service constitutes acceptance of those changes.
SECTION 20 - OWNERSHIP AND LICENSES
We agree that the deliverables and materials developed pursuant to the Scope of work (including, without limitation, all presentations, writings, ideas, concepts, designs, text, plans, and other materials that we conceive and develop pursuant to the Scope of work, including all materials incorporated therein whether such materials were conceived or created by us individually or jointly, on or off the premises of you, or during or after working time) shall be treated as if the development of such deliverable constitutes a “work for hire” and shall be owned by you upon payment of all fees due to us pursuant to the Scope of work.
In the event that any such material is considered not to be a “work made for hire,” we hereby assign all ownership (whether represented or not by a registered patent, copyright, trade secret) and other proprietary or rights, title and interest in such deliverables and materials to you, and agree to execute such documents as you may reasonably request, in order to assist you in obtaining and protecting such rights.
We agree that we have no interest in any materials that we submit to you, including, without limitation, any security interest therein, and hereby releases to you any interest therein (if any) which may be created by operation of law. Except as otherwise agreed to in writing and as necessary in the performance of the Scope of work, we shall have no rights to license, sell or use the deliverables or materials developed under this Agreement, or any portion thereof.
SECTION 21 - RELATIONSHIP OF PARTIES
Nothing contained in this Agreement shall be construed to create a partnership, joint or co-venture, agency, or employment relationship between us and you. Both Parties agree that we, and at all times during our work together shall remain, an independent contractor.
SECTION 21 - PAYMENT TERMS
You understand the importance of paying independent contractors in a timely manner and want to maintain a positive working relationship with us to keep the project moving forward.
Payments for each invoice delivered by us to you due within 0 days of receipt. In case of overdue payments, we reserve the right to stop work until payment is received.
You shall reimburse all expenses that are reasonable and that have been authorized in writing by you in advance; payable within 0 days of itemized invoice.
SECTION 22 - LATE PAYMENT
In the event an invoice is not paid on time, to the maximum extent allowable by law, we will charge a late payment fee of 1.50% per month on any overdue and unpaid balance not in dispute.
Our acceptance of such service charges does not waive our rights to any remedies for your breach of these terms. All payment obligations are non-cancelable and fees paid are non-refundable.
SECTION 23 - CHANGES TO THE SOW
Any material changes to the Services under the Scope of work (SOW), including work to be performed and related fees must be approved by the prior written consent of both parties. Any task, development, request, or work that is not distinctly stipulated in the SOW is not part of the project and any requirements or changes outside of the original SOW will incur additional charges.
SECTION 24 - RIGHT OF AUTHORSHIP CREDIT
Both Parties agree that when asked, you must properly identify us (NinjaNutz Digital Inc.) as the creator of the deliverables. You do not have a proactive duty to display our name together with the deliverables, but you may not seek to mislead others that the deliverables were created by anyone other than us.
You hereby agree that we may use the work product as part of our portfolio and websites, galleries and other media solely for the purpose of showcasing our work but not for any other purpose.
We will not publish any confidential or non-public work without your prior written consent.
SECTION 25 - FORCE MAJEURE
No failure or omission by a party in the performance of any obligation under these terms shall be deemed a breach of this agreement or create any liability if such failure or omission shall arise from any cause or causes beyond the reasonable control of such party which cannot be overcome through that party’s reasonable diligence, e.g., strikes, riots, war, acts of terrorism, acts of God, severe illness, invasion, fire, explosion, floods, and acts of government or governmental agencies or instrumentalities.
SECTION 26 - APPROPRIATE CONDUCT
The best work comes out of great relationships. Honesty, respect and gratitude are the keys to a great relationship and therefore we have an interest in treating each other with these values at all times. As much as legal documents are important, what truly binds us is our drive to do great work with great people and to develop a relationship of mutual respect and trust.
You and us will seek to maintain a professional relationship that is free from harassment of any kind and from any other offensive or disrespectful conduct. If at any time during any project we believe that we have been subjected to harassing behavior on your part or your staff, we will notify you immediately and demand that appropriate actions will be taken to correct the matter. In the event that the reported behavior continues following a second notice on our part, such behavior will constitute a breach of the terms of service and entitle us to terminate the current agreement in accordance with Term and Termination Clause, and be paid in full for the ordered project or for the planned monthly service hours, as applicable, without limiting any other right or remedy available to us by law.
SECTION 27 - REVISIONS
All our Services have their own rules and set of Revisions as specified on the SOW that you receive from us. We reserve the right to change the number of Revisions and details of what constitutes a Revision and how much time you have to make use of this particular Service. There will not be refunds for unused Revisions. If there is any force majeure situation and you need to extend your Revision service, you will need to notify us properly via the communication medium you use with us and it is our sole discretion how much we can extend this service. If you fail to properly notify us about needing to extend or pause your Revisions, we will not extend such service.
SECTION 28 - MISCELLANEOUS
When you approach us with a new request we will properly scope the project by asking questions and clarification about what you want and need. We may need to do some research to confirm your requirements are viable. After we have done a proper scope, we will create a simple Scope of Work (SOW) that will outline what the project includes, normally in bullet points, any relevant points that we feel you need to be aware of, the pricing and payment terms, and approximate timeframe to deliver the project.
All pricing, quotes and SOW are considered on a per-store, per-theme and per-template basis unless strictly specified differently in your SOW. Should you give no indication that you need work done on more than one theme for example, our pricing will be only for one theme and if it needs to be applied to other themes or other stores, there will be additional costs associated with extending the functionality to other places, stores, themes, or templates. Having to move, copy or extend functionalities to other parts of the store(s) will always incur additional costs.
Any details, tasks, or items that are not specifically mentioned in your SOW are not part of the project and you should not assume that they are. You agree it is always your responsibility to make sure that your SOW includes all items and work you need. Failure to properly assess, clarify and confirm the completeness of your SOW prior to starting a project will not make us liable for additional costs or make us responsible to carry out tasks that are not included in your SOW. We reserve the right to determine what is outside of the SOW. If you have questions or concerns you are responsible to clarify them before approving our SOW.
You agree that there can be additional costs related to the project that can't be anticipated by us. This includes, but is not limited to a) conflicts with 3rd party apps, b) other custom developments, c) scripts, d) app limitations, e) bugs coming from any source such as Shopify, an app, the theme or other tools. If such a scenario(s) arises at any point during a project, even after payment, you agree that we are not liable for any of them and that such costs need to be covered entirely by you should you decide that you want to move forward with that project.
You have the right to approve or decline the payment of the additional costs. In the event that the additional costs for the additional tasks are required for the successful delivery of the full project and you decline to pay them, the project will need to be canceled and terms of the Termination clause will take place.
You agree that we will never guarantee any delivery dates and we do not offer refunds for missed deadlines. We give you a timeframe for reference in your SOW. You agree we are not liable for missing any deadlines.
If the project includes code development, coding or custom developments, we will not share any code we implemented to achieve the objective of said project.
Our support & customer service team is available Monday - Thursday 11am - 7pm CST and Friday 11am - 3pm CST. Please allow up to 24 hours for a support response, in some instance it may be minutes or a few hours depending on the volume of tickets that we are working on, all, however, are handled in the order that they were received. Please do not send follow-up requests until you have heard from us. Each new email will renew the timing of your initial query moving you further down the queue.
All new projects get processed during business hours. You must pay before 12pm CST for your payment and order to be processed the same day. All approximate delivery dates start counting the day after your order is processed.