Order and Payment Management System Services Agreement

Last Updated: January 7, 2019

This Order and Payment Management System Services Agreement (this “OPMS Agreement”) is by and between you (“you” or “Retailer”) and Lovingly, LLC, (“we,” “us” or “Lovingly”), a Delaware limited liability company with a principal place of business located at 1399 Route 52, Suite 100, Fishkill, New York 12524. This OPMS Agreement describes the terms under which Lovingly will provide you with access to and use of the OPMS Services.

1. Binding Agreement.
   1. Binding Agreement. This OPMS Agreement constitutes part of a single, binding agreement between you and Lovingly that includes the documents and terms incorporated by reference as described in Section 3 below (collectively, this “Agreement”).
   2. Effective Date. When you log into your Retailer Account from time to time, you will be presented with a dialogue box prompting you to agree to certain relevant terms and documents. By checking the box corresponding to this OPMS Agreement and clicking “I Agree” or taking any similar actions within that dialogue box, you agree to the terms of this Agreement. The date you take such actions is the “Effective Date” of this Agreement.
2. Definitions.
   1. “Agreement” has the meaning given in the preamble.
   2. "Authorized User" means Retailer's employees, consultants, contractors, and agents who are authorized by Retailer to access and use the OPMS Services subject to the terms of this Agreement.
   3. “Communications Channel” means any of the various methods through which lovingly communicates with Retailer, including through Retailer’s printer and through the Intercom messaging service.
   4. “Customer” has the meaning given to it in the Retailer Terms.
   5. “Customer Order” means any purchase made by a Customer through the Services, whether made directly by the Customer or manually entered by Retailer.
   6. “Effective Date” has the meaning given in Section 1(b).
   7. “Final Termination” means termination of your relationship with Lovingly and is indicated by the termination of your last remaining Primary Service Agreement.
   8. “OPMS” has the meaning given in Section 4.
   9. “OPMS Agreement” has the meaning given in the preamble.
   10. “OPMS Services” has the meaning given to it in Section 4.
   11. “Primary Service Agreement” means the agreement governing a particular Service, which details the specific terms and conditions related to that Service. Your Retailer Account provides the names and locations of the Primary Service Agreements associated with each of the Services.
   12. “Retailer Account” has the meaning given in the Retailer Terms of Service.
   13. “Retailer Terms of Service” means the terms of service located at https://www.lovingly.com/legal/us/retailer-terms, which describe the general terms of the commercial relationship between you and Lovingly.
   14. “Services” means any of the products and services offered by Lovingly under a product-specific agreement, including, but not limited to, our e-commerce website solution, our order and payment management system, point of sale services, wedding services, and marketplace services, along with any related products or services.
3. Incorporated Documents; Conflicts.
   1. This OPMS Agreement incorporates the following documents by reference:
      1. the Retailer Terms of Service; and
      2. any other agreements, exhibits, appendices, addenda or other terms incorporated by reference in any of these agreements.
   2. If there is any conflict between the terms of this OPMS Agreement, the Retailer Terms of Service or any other incorporated terms or documents, such terms or documents will have the following order of precedence (from most to least controlling):
      1. this OPMS Agreement (for matters pertaining exclusively to the OPMS Services);
      2. the Retailer Terms of Service; and
      3. any other terms or document incorporated herein.
4. Description. Lovingly’s order and payment management system (the “OPMS”) is a web-based service that aggregates and interacts with Retailer data from across the Services. In particular, the OPMS provides an interface through which Retailer can manage Customer Orders, process payments for such orders and retrieve leads generated through the Services. The OPMS, together with its related services, are called the “OPMS Services.”
5. Access and Use.
   1. Access Right. Subject to the terms of this Agreement, Lovingly hereby grants you a limited, revocable, non-exclusive, non-transferable (except in accordance with Section 24(b) of the Retailer Terms of Service) right to access and use the OPMS Services during the Term. Your right to access and use the OPMS Services pursuant to this Agreement extends only to your Authorized Users and may be exercised only in accordance with the terms and conditions of this Agreement. Such use is limited to your internal use. Lovingly shall provide the OPMS Services through your Retailer Account as described in Section 5(b) below.
   2. Retailer Account. In order to access the OPMS Services, you are required to create a Retailer Account. Your Retailer Account allows you to access any Services you have already purchased as well as activate new Services through the OPMS. See Section 4 of the Retailer Terms of Service for more information on Retailer Accounts and accessing the Services.
   3. Activating New Services. Activating a new Service will require you to execute a Primary Service Agreement corresponding to such Service. Primary Service Agreements may be reviewed and executed within the OPMS. Some portions of the OPMS must be separately activated in accordance with this Section 5(b).
6. Managing Your Orders.
   1. Notifications. The OPMS will display both new and fulfilled Customer Orders. The OPMS will automatically send a notification of new orders to your Retailer Account through the Communications Channels and also via any optional methods selected in the notification settings of your Retailer Account.
   2. Retailer Responsibilities. Retailer hereby agrees to process Customer Orders and provide customer service in accordance with Section 14 of the Retailer Terms of Service.
7. Managing Your Payments. As described in the Retailer Terms of Service, Lovingly has engaged a third-party service provider to perform services related to payment processing. For terms specifically related to our Payment Processor, refer to Section 13 of the Retailer Terms of Service.
8. Fees. The OPMS Services are designed to help Retailers manage Customer Orders that are made through other Lovingly Services. The OPMS Services are necessary for effective interaction with such other Services. There are no stand-alone fees associated with the OPMS Services. Instead, consideration for your access to and use of the OPMS Services is made by your payment of the various transaction and subscription fees associated with your Retailer Account and Customer Orders.
9. Term and Termination.
   1. Term. This Agreement remains effective until (i) terminated pursuant to Section 9(b) or (ii) a Final Termination occurs.
   2. Termination. In addition to any termination rights bestowed elsewhere in this Agreement, either Party may terminate this Agreement for any reason upon two (2) weeks’ prior written notice to the other Party. Lovingly may also terminate this Agreement immediately in the case of your breach of this Agreement.
10. Entire Agreement; Inurement. It is hereby acknowledged that this OPMS Agreement, together with the Retailer Terms of Service and any other terms or documents incorporated by reference herein, constitute the entire agreement between the Parties pertaining to the OPMS Services, and supersedes in their entirety any and all written or oral agreements previously existing between the parties with respect to such subject matter. This Agreement will inure to the benefit of and be binding upon the Parties hereto and their respective heirs, executors, administrators, successors and permitted assigns.