Welcome to Rolly Commerce (“Rolly,” “we,” “us,” or “our”). By signing up for a Rolly account or by using any Rolly products, software, or services (collectively, the “Services”), you agree to be bound by this Terms of Service (“TOS”). If you do not agree to all of the TOS, you must not use the Services.

1. Account Terms

• Eligibility: You must be at least 18 years old (or the age of majority in your jurisdiction) and capable of entering into a legally binding agreement to open a Rolly account.
• Business Use: You confirm that you are using the Services for business purposes only.
• Account Information: All registration information you submit must be accurate and kept current. We may reject, suspend, or terminate your Account if the information is incomplete, false, or misleading.
• Primary Email Address: We will use the email you provide upon sign-up (the “Primary Email Address”) to contact you. It's your responsibility to maintain an active, valid email address.
• Account Security: You are responsible for keeping your login credentials (including passwords) confidential. Rolly will not be liable for any loss from unauthorized use of your Account.

2. Account Activation

• Store Owner: The person registering for the Services is the “Store Owner” and is responsible for compliance with the TOS. If you register on behalf of a business or employer, that business is considered the Store Owner, and you represent you have authority to bind that entity.
• Staff Accounts: If your plan allows staff accounts, you accept responsibility for all actions taken by individuals given staff access.
• Payment Integrations: Rolly may create or link accounts with third-party payment processors on your behalf. You are solely responsible for activating, configuring, or deactivating such integrations and complying with their terms.
• Domain Names: If you purchase a domain through Rolly, domain registration is set to auto-renew unless you disable auto-renew in your account settings.

3. Consumer Protection and Refunds

• Australian Consumer Law: Nothing in this TOS excludes, restricts, or modifies any rights or remedies you may have under the Competition and Consumer Act 2010 (Cth) or other applicable Australian consumer protection legislation (“ACL”). If any provision of this TOS conflicts with mandatory consumer laws, those laws prevail to the extent of the inconsistency
• No Refund Policy (with Exceptions): Unless otherwise required by law, Rolly does not provide refunds for Fees. However, if you are entitled to a refund or other remedy under the ACL or other non-excludable consumer protection laws, we will honor those obligations.
• Your Obligations to Customers: If you (the Store Owner) sell goods or services to customers, it is your responsibility to ensure compliance with all consumer protection laws, including mandatory refunds, returns, and guarantees.

4. Rolly Rights

• Service Modifications: Rolly reserves the right to modify, suspend, or discontinue any part of the Services at any time, without liability to you.
• Content Removal: We may remove or suspend content (“Materials”) at our sole discretion if we believe it violates the TOS, third-party rights, or any applicable law.
• No Exclusivity: We may provide Services to your competitors and do not guarantee any exclusivity.
• Account Disputes: In the event of an ownership dispute, we may request documentation (e.g., business license, ID) and determine rightful ownership or freeze the Account until resolved.

5. Your Responsibilities

• Compliance with Laws: You must comply with all applicable laws and regulations, including but not limited to consumer protection, data protection, privacy, and intellectual property laws.
• Store Policies: You must post clear and accurate policies regarding refunds, shipping, data usage, and other relevant terms on your website or storefront.
• Accuracy of Listings: You are fully responsible for the goods or services you offer, including descriptions, prices, fees, product defects, or promotional content.
• Prohibited Uses: You agree not to use the Services for any illegal, fraudulent, or unauthorized purpose. You must not interfere with or disrupt the integrity or security of the Services.

6. Payment of Fees and Taxes

• Fees: You must pay all applicable fees (subscription, transaction, additional charges) ("Fees") for the Services.
• Payment Method: You must maintain a valid payment method on file. We may charge any valid payment method associated with your Account for any due Fees.
• Billing Cycle: Subscription Fees are billed in recurring intervals (e.g., monthly). Transaction or usage-based fees may be billed separately or at the end of each cycle.
• Failed Payments: If we cannot process payment within 28 days of our initial attempt, we may suspend or terminate your Account.
• Taxes: All Fees are exclusive of taxes unless stated otherwise. You are responsible for any taxes related to your use of the Services or sale of goods/services to your customers. If Rolly is required by law to collect taxes on your behalf, we will do so and remit to the appropriate authority.
• No Refunds (Subject to Law): Except where required by the ACL or other consumer laws, Fees are non-refundable.

7. Confidentiality

• Definition: “Confidential Information” includes any non-public business, technical, or financial information disclosed by one party to the other, but excludes information that is (a) already public; (b) lawfully obtained from a third party; or (c) independently developed without using the other party's Confidential Information.
• Use and Protection: Each party agrees to use the other's Confidential Information only to fulfill obligations under this TOS and to protect it using measures at least as rigorous as used for its own confidential information.
• Exceptions: Disclosure required by law or court order is permitted with prior written notice (if legally permissible) so the disclosing party can seek a protective order.

8. Limitation of Liability and Indemnification

• Extent Permitted by Law: To the maximum extent permitted by applicable law, including the ACL, Rolly (including its officers, directors, employees, suppliers, and affiliates) will not be liable for any indirect, incidental, special, or consequential damages, including loss of profits, goodwill, or data. This limitation applies regardless of the legal theory on which the claim is based.
• Consumer Guarantees: If any statutory consumer guarantees apply, then our liability for any breach of such guarantee is limited, where permitted by law, to (a) providing the Services again; or (b) paying the cost of having the Services re-supplied.
• Service “As Is”: The Services are provided on an “as is” and “as available” basis, without warranties of any kind, except those that cannot be excluded by law.
• Indemnification: You agree to indemnify and hold harmless Rolly from any claim arising out of or related to (a) your breach of these TOS, (b) your violation of any law or third-party rights, or (c) a dispute with or claim by your customers (including product liability or refund issues).

9. Intellectual Property and Your Materials

10. Data Protection and Privacy

• Privacy Policy: Rolly's Privacy Policy explains how we collect and process personal information in compliance with the Privacy Act 1988 (Cth), the Australian Privacy Principles (APPs), and other applicable data protection laws.
• International Data Transfers: If you or your customers are located outside Australia, you acknowledge that personal data may be transferred, stored, or processed in jurisdictions which may have different data protection rules. Rolly takes steps to protect personal data, but you must also comply with any local requirements (e.g., the GDPR for EU customers).
• Your Obligations: You must post a privacy policy on your store that complies with relevant laws. If you collect personal data from your customers, you are responsible for ensuring lawful processing, including obtaining any necessary consents. If you believe you need a Data Processing Agreement (DPA) for GDPR or other laws, contact Rolly to discuss or sign a separate DPA.

11. Third-Party Services and Integrations

• Third-Party Use: Rolly may recommend or enable integrations with third-party software, apps, or services (“Third-Party Services”). Your use of such Third-Party Services is at your own risk and governed by the providers' terms.
• No Warranty: Rolly does not warrant or guarantee the functionality, security, or legality of Third-Party Services. You agree that Rolly is not liable for damages or losses arising from your use of or inability to use any Third-Party Service.
• Data Sharing: If you enable a Third-Party Service, you grant Rolly permission to share or transfer your data as needed for interoperability. The third-party's privacy practices will govern its use of data you provide.

12. Feedback and Reviews

• Feedback: You may submit ideas, suggestions, or proposals for improving our Services (“Feedback”). By doing so, you grant Rolly a non-exclusive, perpetual license to use or incorporate your Feedback without any compensation or obligation.
• Reviews: Any reviews of Rolly or Third-Party Services you submit must be accurate and not violate any law or rights of third parties. We reserve the right (but not the obligation) to remove reviews we deem inappropriate.

13. DMCA Notice and Takedown Procedure

• Respect for IP: Rolly respects intellectual property rights. If you believe content on the Services infringes your copyright or other IP rights, please send a detailed notice to legal@Rolly in accordance with the Digital Millennium Copyright Act (DMCA) or equivalent legislation.
• Takedown/Counter-Notice: We may remove or disable access to allegedly infringing content. If we remove content, we will notify the affected user, who may respond with a counter-notice if they believe the removal was improper.

14. Rolly Contracting Party and Governing Law

• Contracting Entity: If your billing address is in Australia, you are contracting with Rolly Commerce, located in Sydney, Australia.
• Governing Law: This TOS is governed by the laws of Australia, without regard to conflicts of law principles.
• Jurisdiction: You consent to the exclusive jurisdiction of courts located in NSW, Australia, for the resolution of any disputes, except where such exclusivity is prohibited by law.
• International Users: If you are located outside Australia, local laws may also apply. If any mandatory law in your jurisdiction conflicts with any part of this TOS, that portion is severed or modified to comply, but the rest remains in effect.

15. Term and Termination

• Term: This TOS is effective from the date you register for an Account and remains in effect until terminated by either party.
• Termination by You: You may terminate your Account at any time by contacting Rolly support and following the instructions provided.
• Termination by Rolly: We may suspend or terminate your Account (or any part of the Services) at any time, for any reason, including (but not limited to) non-payment, suspected fraud, or breach of this TOS.
• Effects of Termination:

• You lose access to your Account.
• Outstanding Fees remain payable.
• Your store and any purchased domain setup via Rolly may no longer auto-renew.
• Any license we have to Your Materials ends unless required for us to fulfill obligations pre-termination.

16. Modifications

• Changes to the TOS: We may update or modify this TOS at any time. If changes materially affect your rights, we will notify you via the Primary Email Address or through a notice in your Rolly admin panel.
• Acceptance of Changes: By continuing to use the Services after an updated TOS is posted, you agree to the new terms. If you do not agree, you must stop using the Services.
• Fee Changes: We may change our Fees upon 30 days' notice (unless changes are required sooner by law). Continued use of the Services after the notice period constitutes acceptance of the new Fees.

17. General Conditions

• Entire Agreement: This TOS (including references to other documents, like our Privacy Policy) is the entire agreement between you and Rolly regarding the Services. It supersedes any prior agreements or understandings.
• Severability: If any provision is held invalid or unenforceable, that part is severed, and the rest remains in effect.
• No Waiver: Rolly's failure to exercise or enforce a right under this TOS is not a waiver of that right.
• Assignment: You may not assign or transfer your rights under this TOS without Rolly's written consent. Rolly may assign or transfer its rights at any time without notice.
• Headings: Section headings are for convenience only and do not affect interpretation.
• Language: The English version of this TOS prevails over any translated version to the extent of any inconsistency.
• Survival: Any provisions intended by context to survive termination (e.g., indemnities, limitation of liability, confidentiality) will continue to apply after termination.