Terms of Service – Shopify Migration™

Last updated: August 17, 2022

The following Terms of Service govern the usage of content available at or through Cart2Cart website (“Website”) and Cart2Cart service (“Service”), owned and operated by MagneticOne.

By using the Website and/or the Service, you irrevocably agree that such use is subject to these Terms of Service. If you are entering into these Terms of Service on behalf of an entity, you represent that you have the authority to bind such entity, its affiliates and all users who access our Services through your Cart2Cart Account to these Terms of Service.

If you do not agree to these Terms of Service, you may not use the Website or the Service. Violation of any of the terms below will result in the termination of your Cart2Cart Account.

Definitions:

“Service” means Cart2Cart service, namely, the automated shopping cart migration data transfer due to the Terms of Service and the Service Level Agreement of the Cart2Cart.
“Website” means Cart2Cart website at the following link: https://www.shopping-cart-migration.com/.
“Account” means Cart2Cart Account registered by the Cart2Cart user according to the Account Terms mentioned in these Terms of Service.
“You” (your, yours, etc.) means the visitor of the Website, the applicant for the Cart2Cart Service, the Cart2Cart user of the Service.
“We” (us, our, etc.) or “Cart2Cart” also known as MagneticOne (dba Cart2Cart).
“Cart2Cart trademarks” means “Cart2Cart”, “shopping-cart-migration.com” and Cart2Cart logos and such other names, logos, trade names, trademarks, service marks, trade dress, design marks, brands, copyrights in any designs and other copyrightable subject matter of Cart2Cart.

1. GENERAL TERMS

1.1. Acceptance of Terms

1.1.1. You must read, agree with, and accept all of the terms and conditions contained in the Terms of Service, the Service Level Agreement and the Privacy Policy before you become a Cart2Cart user (register a Cart2Cart Account).

1.1.2. The failure of MagneticOne to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. The Terms of Service incorporate the entire agreement between you and MagneticOne and govern your use of the Service, superseding any prior agreements between you and MagneticOne (including, but not limited to, any prior versions of the Terms of Service).

1.1.3. You may not assign your Cart2Cart user’s rights or obligations under these Terms of Service without MagneticOne’s prior express written consent. However, Cart2Cart in its sole discretion, shall have the right to assign, in full or in part, its rights and obligations under this Terms of Service to any affiliate of the MagneticOne or to any successor or assignee of the MagneticOne resulting from any merger, acquisition, consolidation or reorganization, etc. or to another legal entity which shall acquire all or part of the business and (or) assets of the MagneticOne.

1.1.4. Should a provision of these Terms of Service be invalid or become invalid then the legal effect of the other provisions shall be unaffected. A valid provision is deemed to have been agreed which comes closest to what the parties intended commercially and shall replace the invalid provision. The same shall apply to any omissions.

1.2. Modification of Terms

1.2.1. MagneticOne reserves the right to temporarily or permanently modify or discontinue these Terms of Service at any time, with or without notice. Any modifications, such as augmentation or enhancement of the current Service, including the release of new tools and resources, shall be subject to the Terms of Service. Continued use of the Service shall constitute acceptance of the Terms of Service as modified.

1.3. Copyright, Content Ownership, Trademarks

1.3.1. We claim no intellectual property rights over the data you provide to the Service. Your profile and data uploaded remain yours. When taking part in surveys or providing testimonials, you agree to allow MagneticOne to publish the Data without your prior consent.

1.3.2. Cart2Cart does not pre-screen Data, but Cart2Cart and its designee have the right (but not the obligation) in their sole discretion to refuse or remove any Data that is available via the Service.

1.3.3. The look and feel of the Service is copyright © 2007-2021 MagneticOne, Inc. All rights reserved. You may not duplicate, copy, or reuse any portion of the HTML/CSS, Javascript, or visual design elements or concepts without written permission from MagneticOne.

1.3.4. You recognize MagneticOne’s right, title, and interest in and to all Cart2Cart trademarks used by MagneticOne and agree not to engage in any activities or commit any acts, directly or indirectly, that may contest, dispute, or otherwise impair the MagneticOne’s right, title, and interest therein, nor shall you cause diminishment of value of Cart2Cart trademarks through any act or representation.

1.3.5. MagneticOne shall own all worldwide right, title, and interest (including copyright and other proprietary or intellectual property rights) in and to the Code Content of the Cart2Cart Service.

1.3.6. You understand and agree that MagneticOne’s Cart2Cart Service is proprietary software and is delivered as a SaaS (Software as a Service) model only. Cart2Cart Service may not be transferred, altered, copied or duplicated in any way or for any reason and may only be used by you if you pay for Cart2Cart Service usage according to these Terms of Service.

2. SERVICE SPECIFIC TERMS

2.1. Acceptance of Service

2.1.1. Your use of the Service is at your sole risk. The Service is provided on “as is” and “as available” basis.

2.1.2. While MagneticOne prohibits offensive conduct and content on the Website and Service, you understand and agree that MagneticOne cannot be held responsible for the information you might be exposed to.

2.1.3. You understand that MagneticOne uses third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the Service.

2.1.4. You understand that the technical processing and transmission of the Service, including your Data, may be transferred unencrypted and involve:

2.1.4.1. Transmissions over various networks.

2.1.4.2. Changes to conform and adapt to technical requirements of connecting networks or devices. This does not include payment information, which is transferred encrypted.

2.1.5. You expressly understand and agree that MagneticOne shall 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 (even if MagneticOne has been advised of the possibility of such damages) resulting from:

2.1.5.1. The use or the inability to use the Service.

2.1.5.2. The cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered into through or from the Service.

2.1.5.3. Unauthorized access to or alteration of your transmissions or data.

2.1.5.4. Statements or conduct of any third party on the Service.

2.1.6. MagneticOne does not warrant that the Service will meet your specific requirements, be uninterrupted or error-free.

2.1.7. MagneticOne reserves the right, but not the obligation, to verify the correctness, authority and legality of your use of the Service.

2.1.8. MagneticOne’s maximum aggregate liability to you arising out of or in connection with these Terms of Service is limited to the total amount of the fees paid by you to MagneticOne under these Terms of Service.

2.2. Modification of Service

2.2.1. MagneticOne reserves the right to modify or terminate the Service for any reason, without notice at any time.

2.2.2. We may, but have no obligation to, remove Data and Accounts containing 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.

2.2.3. All prices on the Service are subject to change without prior notice from MagneticOne. If such notice is due, it may or may not be provided at any time by MagneticOne or the Service itself.

2.2.4. MagneticOne shall not be liable to you or to any third party for any modifications, price change, suspension or discontinuance of the Service.

2.3. User Obligations

2.3.1. You must not modify, adapt or hack the Service or modify another website so as to falsely imply that it is associated with the Service, MagneticOne as a company, or any other MagneticOne service or product.

2.3.2. You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, usage of the Service, or access to the Service without written permission from MagneticOne.

2.3.3. You must not upload, post, host, or transmit unsolicited e-mail, SMS, or “spam” messages through or to the Service, or on the Website.

2.3.4. You must not transmit any worms or viruses or any code of a destructive nature through the Service or Website. You must not misuse the Website or the Service by knowingly introducing any type of malicious software (namely, “web crawlers”, “web robots”, “back door,” “drop dead device,” “time bomb,” “Trojan horse,” “virus,” “worm,” “spyware”, or “adware”, or other code which is malicious or technologically harmful, as such terms are commonly understood in the software industry) or any other code designed or intended to have, or capable of performing or facilitating, any of the following functions: disrupting, disabling, harming, or otherwise impeding in any manner the operation of, or providing unauthorized access to, the Service, or the Website, or a computer system, or network, or other device on which such code is stored or installed. You must not attempt to gain unauthorized access to the Service, or the Website, or the server on which the Website is stored or any server, computer, or database connected to the Website or the Service. You must not attack the Website via a denial-of-service attack or a distributed denial-of-service attack. In the event of such a breach, your right to use the Website will cease immediately. We will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other malicious software that may infect your computer equipment, computer programs, data or other proprietary material due to your use of the Website or the Service, or to your downloading of any material posted on the Website, or on any website linked to the Website.

2.3.5. If you become aware of any issues with the Service that result in the improper functioning of the Service, you are bound to inform Cart2Cart instantly. If no such notice is provided, the Service cannot be held responsible for the due consequences.

2.3.6. Cart2Cart guarantees the highest Service security standards, therefore you are obliged to follow the highest level of security and control of any third-parties or hostile software on your part. Any kind of inobservance of the rules will result in our inability to provide with high-level service, for which Cart2Cart shall not be held responsible.

2.3.7. It is not allowed to launch branded advertising campaign (that includes keywords like Cart2Cart). If you want to launch the paid advertising campaign with migration-related keywords, you should previously agree this with the Cart2Cart Team.

2.3.8. You shall not perform the following actions when using the Service or the Website, because your performance of any of the following actions is a violation of this Terms of Service:

1) Receiving, processing, storing or disseminating through the Service any information data that: violates applicable law; infringe anyone's intellectual property rights; violate the rights and legitimate interests of third parties; contain materials of erotic, pornographic or offensive nature; contribute to incitement to religious, racial or ethnic hatred.

2) Committing acts that violate the rights, freedoms, honor and dignity of any person. Illegal collection, systematization, storage or dissemination of personal information.

3) Registration of the Account on behalf of or instead of another person without its proper legal authority. Allowing to use the Account to third parties. Attempt to obtain or gain access to the Account of another user of the Service in any way, including, but not limited to, by deception, abuse of trust.

4) Attempt to obtain or obtaining of unauthorized access to the Website, Service, or its software code.

2.4. Account Terms

2.4.1. When registering a new Account you are bound to meet the following terms:

2.4.1.1. You must be 18 years or older to use the Website.

2.4.1.2. You must be a human. Accounts registered by “bots” or other automated methods are not permitted.

2.4.1.3. You must provide your legal full name, a valid email address, and any other information requested in order to complete the signup process and provide all the necessary details to the support center.

2.4.1.4. You are responsible for maintaining the security of your Account and the accompanying password (the “Password”). Cart2Cart cannot and will not be liable for any loss or damage from your failure to comply with this security obligation.

2.4.1.5. You are responsible for all the Data posted and activity that occurs under your account.

2.4.1.6. You may not use your Account for any illegal or unauthorized purpose. You must not, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws).

2.4.2. Verbal, physical, written or other abuse (including threats of abuse or retribution) of any MagneticOne customer, employee, member, or officer will result in the immediate Account termination.

2.4.2. Verbal, physical, written or other abuse (including threats of abuse or retribution) of any MagneticOne customer, employee, member, or officer will result in immediate Account termination.

2.4.3. MagneticOne, in its sole discretion, has the right to suspend or terminate your Account and refuse any and all current or future use of the Service, or any other MagneticOne service, for any reason at any time. Such termination of the Service will result in the deactivation or deletion of your Account or your access to the Account, and the forfeiture and relinquishment of all Content in your Account. MagneticOne reserves the right to refuse the Service to anyone for any reason at any time.

2.4.4. By providing Cart2Cart with the Account information for any of your stores, you’re agreeing to allow Cart2Cart to login to your Account, view all Account information, modify any other settings deemed necessary for automated interaction and otherwise compatibility with the Service and/or send a data to/from the stores on your behalf. Cart2Cart does not know, keep or in any other manner get full access to your login and password information, but can only access your Account with your sole permission.

2.4.5. By registering an Account at the Cart2Cart Website, you agree to occasionally receive newsletters, updates, information, and notices, etc. with information that we deem to be of interest to the authorized users of Cart2Cart. If you do not want to receive newsletters and updates, you may unsubscribe any time based on your wish.

2.4.6. A breach or violation of any of the Account Terms as determined in the sole discretion of MagneticOne will result in immediate Account termination.

2.4.7. Your Account can be deactivated if you have requested Cart2Cart in written via email to deactivate your Account.

2.5. Support Terms

2.5.1. Technical support is available via email or live chat. Guaranteed response period is 24 hours (business days). Actual resolution period may be longer if the issue is complicated or depending on the volume of requests at any point of time.

2.5.2. Complaints about the accuracy of migrated data can be accepted within 30 days after Full Migration was completed. During this period, the emergence, change, or destruction of data in the database can take place due to store usage. All these changes may distort the results of the migration. Therefore, Cart2Cart must not be held responsible for any of the above-mentioned issues.

2.5.3. Questions about the Terms of Use should be sent to [support at shopping-cart-migration dot com]. We provide phone support regarding general and presale questions. For more details on support service, see Service Level Agreement.

2.5.4. You must provide a timely response to the requests made by the Service Support Team. If no response is provided on your side within 2 business days, the issue in question shall be considered exhausted. In this case, we reserve the right to act on the problem using our own judgment or based on the previous agreement.

2.5.5 Technical requests that require additional investigations from our tech engineers will be provided with investigation results within a period of 2 business days. If the technical request is complicated, then we will provide the investigation results within a longer period of time. The investigation results may indicate that additional information or actions are required from you to resolve the issue and you either agree to do so or we cannot be responsible for the migration’s failure.

2.6. Migration Terms

2.6.1. Cart2Cart provides you the demo migration with the aim to see the Service in action.

2.6.2. The Service does not guarantee proper migration of the custom data, fields, or information handled by third-party modules and/or contributions. Cart2Cart supports standard shopping cart database schemes by default.

2.6.3. If you transfer data to the live store, it is highly recommended to turn on maintenance mode on your target shopping cart before migration. This action will help to avoid possible loss of the orders which could be created during the migration procedure. In maintenance mode, your customers will see a temporary page with information about service works. You can find the information on how to turn on maintenance mode in the documentation for your shopping cart.

2.6.4. Custom data/fields can be included in the migration process on customer’s demand for an additional prepaid charge, if the feasibility has been confirmed by Cart2Cart. On this end, you need to send your request to [email protected].

2.6.5. Support Service Package includes necessary actions on your current and new stores: uploading additional files via FTP, migration wizard configuration, migration results validation, performing Demo migration. Customization possibilities are limited by the specificities of your source and target carts and do not include modifications of third-party extensions, migration of non-standard entities like reviews, testimonials, news, website content, etc.

2.6.6. After requesting a Support Service Package, you are not allowed to create any other Migrations with the same store information. You are held responsible for restricting all access to your FTP and admin panel, deleting all temporary customers, their password information, etc.

2.6.7. After requesting the Support Service Package, you are not allowed to change the Source Cart type and Target cart type.

2.6.8. The Support Package is considered to be successfully performed in case the client who ordered it does not respond to Support Manager messages or does not request any modifications during the 1 month period after the Cart2Cart tech engineer validated the result of migration. The migration shall be deemed finished on the day of sending the appropriate email by the Cart2Cart Support Department.

2.6.9. By these Terms of Service, you agree not to change, modify, add, or remove portions of Bridge Script source code as it is owned by MagneticOne. You agree not to change bridge files' and/or folder's names. You agree not to use, reproduce, modify, adapt, publish, translate the Bridge Script source code into any form, medium, or technology now known or later developed throughout the universe.

2.6.10. Remigration service is provided to perform the initial migration again with a reduced price. This procedure is suitable in several cases:

source or target shopping cart wasn’t set up properly;
some fields are missing;
you want to migrate to another domain.

During Remigration you won’t be able to change Source Cart type, Source Cart URL, and Target Cart type.

2.7. Payment and Refund Terms

2.7.1. All the prices for the Service are provided in US currency (USD). The Service pricing can be found here: https://www.shopping-cart-migration.com/migration-pricing. Pay attention that each payment provider has its currency conversion system and we do not control or affect the conversion rates of the payment providers.

2.7.2. Shopping cart migration is a one-time service (one migration for one fee).

2.7.3. The Service is billed in advance and is non-refundable, except as provided in paragraphs 2.7.8., 2.7.9. below.

2.7.4. Cart2Cart does not provide refunds for any additional services that our tech engineers perform. Those are as follows:

2.7.4.1. Support Service Packages

2.7.4.2. Migration from Database Dump

2.7.4.3. Customized Migration Service

2.7.4.4. Target Cart Installation Service

2.7.5. Cart2Cart doesn’t provide refunds for Migration Insurance Service in the case when the insurance period has expired and none of the restarts were used.

2.7.6. Cart2Cart does not provide refunds for service performance delays that were caused by 3-rd party (hosting provider, shopping cart vendors, etc.) faults. However, we guarantee full-service delivery after those issues are being solved.

2.7.7. It is highly recommended to refrain from performing any manipulations with the Target store during the process of automated migration. Cart2Cart does not provide refunds or take responsibility for possible data corruption or incorrect migration that happened because of unwary client’s interference.

2.7.8. After the Service is completely provided only partial refunds (up to 30%) are possible since computing resources were already consumed.

2.7.9. Cart2Cart provides a full 100% refund only if there are any major technical issues with migrated data. This has been verified and confirmed by Cart2Cart engineers and can't be resolved within 72 hours (business day) since the first customer report except for the cases that are related to shopping cart limitations or cases that Cart2Cart Team can not affect. The refund procedure may be initiated only after having the Refund Request Form filled by a requested Party. After the refund is made Cart2Cart stops taking any actions regarding refunded migration

2.7.10. After the full refund was issued the customer is obligated to delete all the migrated data, including images, MySQL dumps, CSV/XML files, or backups, that contain these files.

2.7.11. All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for the payment of all additional financial contributions, excluding only United States (federal or state) taxes.

2.7.12. Discounts are issued in the form of 'percentage off' and are offered to customers via promotional emails, advertisements, on-site banners or third party communications. You can use one discount code per one order. If you have several coupon codes, choose one with the biggest discount. Discount codes may have a validity period or may be issued for a specific product list. Cart2Cart reserves the right to cancel or change any discount without notice, at any time. All discounts are provided for the migration price only and do not apply to any additional options and services. If you have a discount coupon code but didn't apply it at the Confirm Migration step then your data migration price won't include a discount and Cart2Cart won't provide a refund in this case.

2.7.13. Cart2Cart doesn't provide refunds of bonuses, special and limited offers, or other charges which were assessed by the Service.

2.7.14. Partners discount will be attached automatically to your Account and doesn’t require any additional coupon codes.

2.7.15. Discount coupons obtained from websites other than Cart2Cart official Website (https://www.shopping-cart-migration.com/) or its registered Partners aren't valid.

2.7.16. Coupon websites that provide Cart2Cart discount coupon codes aren't eligible for affiliate commission.

3. NON-SOLICITATION. NON-COMPETITION

3.1. You shall not solicit MagneticOne’s employees during the term of the contractual relations between the Parties.

3.2. You shall not use MagneticOne’s Trade Secrets and Confidential Information obtained through the contractual relations between the Parties to provide similar information services to third parties (if otherwise is not agreed between you and MagneticOne).

3.3. You shall not disclose MagneticOne’s Confidential Information obtained through the contractual relations between the Parties (if otherwise is not agreed between you and MagneticOne).

3.4. After the termination of the contractual relations between the parties, you shall promptly return to Cart2Cart all copies, whether in written, electronic, or other form or media, of the MagneticOne’s Trade Secrets and Confidential Information, or destroy all such copies upon MagneticOne request, unless otherwise agreed in the agreement between the parties.

3.5. If you (any of your employees or contractors) send any feedback communications to Cart2Cart by email, chat, or otherwise, suggesting changes to the Cart2Cart Service, including without limitation, new features or functionality relating thereto (hereinafter - “Feedback”), Cart2Cart may use such Feedback without any limitations.

4. GOVERNING LAWS. DISPUTE RESOLUTION

4.1. These Terms of Service shall be governed by the laws of Ukraine. These Terms of Service shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods.

4.2. If not settled by the negotiations, any dispute, controversy or claim arising out of or relating to this Terms of Service, including the conclusion, interpretation, execution, breach, termination or invalidity thereof, shall be settled by the International Commercial Arbitration Court at the Ukrainian Chamber of Commerce and Industry in accordance with its Rules. The number of arbitrators shall be one. The place of arbitration shall be Kyiv, Ukraine. The language to be used in the arbitral proceedings shall be English.

5. TERMS. TERMINATION

5.1. These Terms of Service shall become effective on the date you (1) first use the Website, or (2) you first click “I agree” with this Terms of Service, or (3) first use the Cart2Cart Service, or (4) enter into the Agreement with Cart2Cart, and shall remain in effect until your use of the Cart2Cart Service is terminated due to this Terms of Service or the Agreement.

5.2. Types of Termination. This Terms of Service may be terminated:

5.2.1. By either party on provision of thirty (30) calendar days written notice to the other party.

5.2.2. By either party for a material breach of any provision of this Terms of Service by the other party, if the other party’s material breach is not cured within ten (10) calendar days of receipt of written notice thereof.

5.2.3. In other cases provided by these Terms of Service and (or) the Agreement.

5.3. Upon expiration or earlier termination of these Terms of Service and (or) the Agreement, you shall immediately discontinue use of the Cart2Cart Service. Following the termination of these Terms of Service and (or) the Agreement for any reason, you shall promptly pay Cart2Cart for already rendered by Cart2Cart Services before the effective date of the expiration or termination.

6. SANCTIONS. ANTI-CORRUPTION

6.1. You confirm that you, your legal entity, any of its subsidiaries, branches and affiliates, any of its directors, officers, agents, employees, representatives, beneficial owners: (1) is not subject to any sanctions imposed by: U.S. Department of the Treasury’s Office of Foreign Assets Control, the United Nations Security Council, the European Union, Her Majesty’s Treasury and the Foreign and Commonwealth Office of the United Kingdom, the National Security and Defense Council of Ukraine, the President of Ukraine, the Verkhovna Rada of Ukraine, or other relevant supervisory authority for the imposition of sanctions; and (2) does not fall under the Law of Ukraine "On Sanctions", the Law of Ukraine "On Prevention and Counteraction to Legalization (Laundering) of Proceeds from Crime, Financing of Terrorism and Financing of Proliferation of Weapons of Mass Destruction", and relevant Decisions of the National Security and Defense Council of Ukraine "On the application, abolition and amendment of personal special economic and other restrictive measures (sanctions)", other Ukrainian legislation on sanctions; and (3) is not registered in the country or territory that is the subject of sanctions or the government of which is the subject of sanctions (including, but not limited to, the Russian Federation, the Republic of Belarus, the DNR, LNR, Crimea, Myanmar (Burma), Cuba, Iran, Libya, North Korea, Sudan, Syria) (hereinafter referred to as "Sanctions"). If Cart2Cart finds that you are under any of the Sanctions, then Cart2Cart has the right to immediately unilaterally terminate the Agreement with you by sending an email, without any negative consequences for Cart2Cart.

6.2. Each party acknowledges that it is aware of, understands and has complied and will comply with, all applicable U.S. and foreign anti-corruption laws, including without limitation, the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act, and similarly applicable to parties anti-corruption and anti-bribery laws (hereinafter referred to as “Anti-Corruption Laws”). Each party agrees that no one acting on its behalf will give, offer, agree or promise to give, or authorize the giving directly or indirectly, of any money or other thing of value, including travel, entertainment, or gifts, to anyone as an unlawful inducement or reward for favorable action or forbearance from action or the exercise of unlawful influence (a) to any governmental official or employee (including employees of government-owned and government-controlled corporations or agencies or public international organizations), (b) to any political party, official of a political party, or candidate, (c) to an intermediary for payment to any of the foregoing, or (d) to any other person or entity in a corrupt or improper effort to obtain or retain business or any commercial advantage, such as receiving a permit or license, or directing business to any person.

If there are any questions regarding these Terms of Service, please contact us.