Terms of Service
Last updated: April 28, 2021
Welcome to OPN Store, (an online platform service rendered by OPN TH Company Limited (“OPN”, “we”, “us”, and/or “our'') where we provide one-stop ecommerce solution for OPN Store user. With our features, merchants can easily create their ecommerce website integrated with seamless payment gateway and other services that help promote merchant business with the best user experience.
Please read the terms and conditions contained herein carefully. The following Terms of Service (“Terms of Service”) govern your use and access of the Website (defined below) and the use of the Platform Service (defined below) provided by OPN.
The Terms of Service in this document is applicable for the use of our Website (or any application on your mobile device) which include http://opn.store. The Website (or application on your devices) is available for the use of our Platform Service (defined below) on the condition that you have agreed to all the Terms of Service as set forth below.
OPN reserves the right to amend or change this Terms of Service, policy or manual of the Website at its sole discretion from time to time. Such an amendment shall become effective upon the announcement of the revision. Any right exists within the acknowledgement notice shall deemed to be waived. For the avoidance of doubt, cessation the use of the Website shall be deemed that you do not agree to such change or revision.
Definition and Interpretation
Accountmeans your service account which you registered and created on the Website;
Applicable Lawmeans any applicable law (including any customary law), constitutional law, any statute, code, notification, regulation, resolution, rule, ordinance, order, decree, directive or formal request, guideline, and any official interpretation of any of the foregoing by any relevant Governmental Authority;
Confidential Informationmeans Confidential Information as set out in Clause 7;
Governmental Authoritymeans any national, provincial or local government (whether domestic or foreign), any political subdivision thereof or any other governmental, quasi-governmental, juridical, public, regulatory, legislative or statutory instrumentality, authority, body, agency, department, bureau or entity (including any zoning authority or any comparable authority) or any arbitrator with authority to bind a party at law;
Materialsmeans all activities and contents including but not limited to photos, images, videos, graphics, written contents, audio files, code, information or data uploaded, collected, generated, stored, displayed, distributed, transmitted or exhibited on or in connection with your Account;
Omisemeans Omise Co., Ltd.;
Omise Payment Servicemeans payment gateway services which is a Third Party Services provided by Omise Co., Ltd.;
Platform Servicemeans OPN Store platform service located or accessible through the Website;
Service Feemeans the rate of service fees charged by OPN Store as set out in Clause 5;
Source of Fundmeans commercial banks, issuing banks, acquiring banks, financial institutions, debit, credit card or electronic card networks or associations, electronic money or wallet operator and/or any other payment service providers;
Third Party Productsmeans any third parties information, website, product, service, or materials referenced in, accessible through, or provided in connection with the Website or the Platform Service;
Third Party Servicesmeans any services provided by third parties from time to time as recommended or provided by OPN for user convenience. In this regard, OPN shall not be responsible or liable, whether directly or indirectly, for any obligations, damages and/or losses arising from such third parties services;
Transaction Amountmeans a price or value of goods or services purchased or transacted each time by your customer;
Websitemeans OPN Store website located at https://opn.store together with OPN Store websites, webpages, web applications accessible and the Account control panel.
1. Registration and the User Account
Upon your registration to create an Account of the Website, OPN shall process your registration and shall promptly inform you of the result as soon as it is available.
Once OPN has approve your registration, you shall be able for the use of Platform Service along with the activities provided in the Website under the following conditions:
- To register one Account only;
- To provide up-to-date and accurate information;
- To keep your username and password confidential and does not share or grant access to any persons;
- To notify OPN immediately of any unauthorized use of your Account;
- User has obtained consent from their legal representative prior to the registration of Platform Service;
- By registering our Platform Service, you warranty and undertake that you will not act with fraudulent intent or in bad faith which may cause detrimental effect to OPN or other people either directly or indirectly;
- You will be responsible for maintaining the security of your Account, password and all Platform Service ordered, accessed, or other actions used in connection with your Account. In this regard, OPN will not be responsible and liable for any loss or damage resulting from the failure to maintain the aforementioned securities; and
- You acknowledge and accept that OPN may use the email address you provided, or as updated by you from time to time, to open an Account as the primary method for communication. In this regard, you shall monitor the primary Account email address in order to ensure that such primary email address is capable of both sending and receiving messages.
The use of our Website shall be in accordance with the following conditions and under the Applicable Law:
- Platform Service shall not be used for illegal purposes, misleading, unlawful, or fraudulent activities;
- User shall not publish messages that may harm a person’s reputation under the Website or Platform Service;
- User shall not publish unlawful, threatening, harassing, libelous, vulgar, obscene and pornographic content in the Website or Platform Service;
- Platform Service shall not incite a rebellion;
- User shall not restrict anyone from the Platform Service without the permission of OPN;
- User shall not publish links or any other content that is unlawful or inappropriate from other websites to the Website or Platform Service;
- User shall not publish links or any other content that leads to an unlawful or inappropriate sources in the Website or Platform Service;
- User shall not publish or create unethical marketing methods including but not limited to spamming, misleading advertising, or controversial marketing in the Website or Platform Service;
- User shall not publish or create, in any way, any content that contains, or have reason to suspect that such content contains viruses, damaging components, spyware, malicious codes, Trojans or any other program to hide malicious files, causing damage to the data or Website or other parties;
- User shall not publish content that infringes or breaches any person’s rights, including but not limited to the intellectual property rights in the Website or Platform Service;
- User shall not impersonate any person or entity or making falsely statement or otherwise misrepresent their affiliation with any person or entity;
- User shall not attempt to gain unauthorized access to or otherwise interfere or disrupt other computer systems or networks in connection with the Platform Service;
- User shall not post, promote or transmit any prohibited goods and/or services under Applicable Law through the Website or Platform Service; and
- User shall not reproduce, duplicate, copy, sell, resell or exploit any portion of the Platform Service. This shall include the use or access of the Platform Service without the permission of OPN.
3. Monitoring the use of Platform Service
OPN reserves the rights at its sole discretion to monitor the Materials published through the Platform Service. OPN may investigate any breach of the Terms of Service contained herein and take any action as its deemed appropriate. For the purpose of investigation, OPN may reasonably request information and data in connection with the use or access of the Platform Service at any time. In case of suspicion that any Materials might violate the Applicable Law, OPN may report such activity to the relevant authorities and cooperate with such authorities for the investigation. All Materials in connection with your Account shall be responsible by you. In this regard, OPN reserves the right to remove any Materials if OPN believes that it violates the Terms of Service, or is permitted or required to do so under the Applicable Law.
4. Omise Payment Service
- Upon completion of the registration process, you may enroll in Omise Payment Service, a Third Party Services, in order to support payment gateway services to your customers. By using Omise Payment Service, your customer is enabled to purchase goods and services from your store by using various payment methods.
5. Service Fee
- You acknowledge and agree to pay all service fee and other applicable fees as to be agreed upon by OPN and you in writing, and any fees in relation to Third Party Services (collectively referred to as “Service Fee”) by way of appointing OPN to manage your merchant account under Omise’s payment service.
- For avoidance of doubt, OPN, by your consent and appointment, shall instruct Omise to deduct Service Fee prior to the transfer of the net amount to your merchant account registered with Omise.
- The Service Fee and any other applicable fees shall not be determined by the actual usage. Therefore, OPN will not refund or credit any partial days, months, or years to you or your customers in any case.
- The Service Fee is exclusive of all applicable taxes and governmental fees, including but not limited to value added tax, stamp duty and other taxes. In this regard, you will be responsible for the payment of all taxes in relation to the use of the Platform Service.
- User shall be responsible for all applicable taxes that arise or result from their sales through the Platform Service.
- If the Service Fee are not promptly paid by the times and manners as stipulated in this Terms of Service, you agree to pay the interest that accrues on such outstanding fees at the maximum rate permitted by the Applicable Law. In this regard, OPN may suspend your access to the Platform Service during any period in which payment is overdue. The suspension shall not be regarded as the termination or relief of any obligations or liabilities under this Terms of Service.
- OPN reserves the right to adjust the Service Fee at any time. The adjustment of the Service Fee shall become effective upon 30 days’ notice from OPN by posting on the Website. In this regard, OPN shall not be liable to you or any third parties for any modification, price change, suspension or discontinuation of the Platform Service.
6. Intellectual Property Rights
You agree and acknowledge that by entering into this Terms of Service, you did not grant any license to any software owned by OPN. You agreed not to reverse engineer, decompile, disassemble, attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of or included in the Platform Service, any software, documentation or data related to the Platform Service, modify, translate or create derivative works based on the Platform Service or any software, copy, distribute, pledge, assign or otherwise transfer or encumber rights to the Platform Service or any software, remove any proprietary notices or labels, either directly or indirectly, whether for your own benefits or the benefit of a third parties.
By using the Platform Service, you hereby agree and acknowledge that the matters in relation to the intellectual property rights shall be agreed as the Clause hereinafter.
6.1 Your Content
- OPN will not claim any intellectual property rights over the content you provide to OPN by using the Platform Service. OPN shall have a non-exclusive, worldwide, royalty-free, right to exercise any and all copyright, trademark, patent, publicity, moral, database, and/or other intellectual property rights you have in that content or associated with your store in connection with our provision of the Platform Service, including any media known now or developed in the future.
- Unless otherwise agreed in writing, you consent to be named as a user of services provided by OPN or a participant of OPN’s specific marketing campaign(s) on the Website, media, articles, publication, platform or network. In such case, OPN agrees not to disclose your confidential information.
- You represent and warrant that all contents or rights you provide, own or otherwise control in order to meet obligations under this Terms of Service are accurate. The use of such contents or rights by OPN and any other persons authorized or connected with OPN, shall not be deemed as an infringement of any intellectual property rights.
6.2 OPN’s Content
- Unless otherwise agreed in writing, OPN reserves all rights in the Terms of Service. The Platform Service, the APIs, and all software, documentation, information, hardware, equipment, devices, templates, tools, documents, processes, methodologies, know-how, websites, images, videos, contents, logos, page headers, custom graphics, designs and user interface elements, scripts, and other materials contained therein or provided in connection therewith, all modifications, enhancements, and updates thereto, as well as any additional intellectual or other property used by or on behalf of OPN or its related entities or otherwise related to the Platform Service, including all copyrights, trademarks, patents, trade secrets and any other proprietary rights inherent therein and related thereto shall be the sole and exclusive property of OPN.
- You may not use, imitate, or copy, whether in whole or in part, any OPN’s intellectual property rights or proprietary rights without OPN’s prior written consent.
- You have no right or license to use OPN intellectual property rights, other than the right to use the Platform Service, in compliance with the Terms of Service. In this regard, all benefits obtained from the use of such intellectual property shall be transferred to OPN.
- Confidential Information shall include but not limited to any and all information of a party (“Disclosing Party”) associated with such party’s business and not publicly known and disclosed to the other party (“Receiving Party”). This includes any specific business information, technical processes and formulas, software, customer lists, prospective customer lists, names, addresses and other information regarding the customers and prospective customers, product, design, sales, costs, price lists, and other unpublished financial information, business plans and marketing strategies as well as any other confidential and proprietary information, whether or not such information is marked as confidential or made in oral or written form (“Confidential Information”). In this regard, OPN’s Confidential Information shall also include any information that you received in relation to OPN, or to the Platform Service, that is not available to the general public.
- Confidential Information shall not include the following information:
- Information that was already in the public domain, or was already known by or in the possession of the Receiving Party, at the time of disclosure of such information;
- Information that is independently developed by the Receiving Party without the use or reference to the Disclosing Party’s Confidential Information, and without breaching any provisions of this Terms of Service; and
- Information, which is lawfully obtained by the Receiving Party from a third party without breach of this Terms of Service.
- The Receiving Party agrees to hold the Confidential Information in trust and confidence and not disclose, transmit or release the Confidential Information to any third parties unless expressly permitted by this Terms of Service.
- The Receiving Party will not use the Confidential Information for any purpose except for the purposes as specified in this Terms of Service.
- The Receiving Party agrees and acknowledges that the disclosure of the Confidential Information pursuant to this Terms of Service shall not be deemed as a transfer or grant of any rights, title or interest to such Confidential Information unless otherwise agreed in writing by the Disclosing Party.
- The Receiving Party is enabled to disclose the Confidential Information to its employees, consultants and contractors who have a need to know basis or any person who agreed to be bound by the terms and conditions under this Clause. In such case, the consent shall be made in writing.
- The Receiving Party agrees to take all reasonable steps to ensure that they have used their best effort, at least substantially equivalent to the steps that it takes to protect its own proprietary information, to prevent the duplication, disclosure or use of any the Confidential Information.
- The Receiving Party may disclose the Confidential Information to the extent that the disclosure is required by Applicable Law, court order or any other governmental or regulatory authority. In this regard, the Receiving Party shall provide a prompt notice to the Disclosing Party (to the extent that is not prohibited by Applicable Law) in order for the Disclosing Party to have an adequate opportunity to defend, limit or protect against such disclosure
- The terms and conditions under this Clause shall survive any termination of this Terms of Service and so long as the Confidential Information remains confidential.
8. Personal Data Protection
9. Indemnification and Limitation of Liability
- You acknowledge and agree to defend, indemnify and hold OPN and its suppliers, affiliates, respective directors, officers, employees and agents harmless from and against any and all claims, losses, damages, liabilities and costs (including but not limited to the attorneys and court fees) resulting from the breach of this Terms of Service, unless such losses or damages resulting from the gross negligence or willful misconduct of OPN.
- You acknowledge and agree that, to the extent permitted by the Applicable Law, OPN shall not be liable for any direct, indirect, incidental, punitive, extraordinary, special, consequential or exemplary damages including but not limited to, damages for loss of profits, business interruption, loss of revenue, goodwill, loss of use, loss of data or other intangible losses arising out of or in connection to the use of Platform Service, regardless of the reasons and the fact that OPN is aware of the possibility of such losses or damages.
- The use of the Website, software and Platform Service will be at your own risk. The Platform Service is provided on an “As is” and “As available” basis, without any warranties or conditions of any kind, whether express, implied or statutory. All representations, warranties and undertaking of accuracy, reliability (system or otherwise), merchantability, fitness for a particular purpose and non-infringement are expressly excluded and disclaimed to the fullest extent permitted by the Applicable Laws.
- OPN shall not warrant that the Platform Service will be uninterrupted, timely, secure, error-free, or that any error in the Platform Service will be corrected. In addition, OPN shall not warrant that the quality of any products, services, information or other materials purchased or obtained through the Platform Service shall meet your expectations.
- The reference to, or availability of Third Party Products or Third Party Services in connection with the Platform Service or Website does not constitute, and will not be construed as an endorsement, authorization, sponsorship, or affiliation by OPN.
11. Term and Termination
- The Platform Service shall be terminated upon the notice of termination by you or OPN.
- You may cancel your Platform Service at any time by contacting firstname.lastname@example.org and comply with the specific instructions indicated therein. After the cancellation, OPN may terminate your Platform Service within 30 (thirty) days.
- OPN reserves the rights at its sole discretion to revoke, suspend, deactivate or terminate your Account, prevent or restrict your access permanently or temporarily to the Platform Service immediately without prior notice upon the occurrence of any of the following events:
- You provide false information on registration, including but not limited to data information that need to be updated from time to time;
- OPN discovers that your Account is used or has been used by another person;
- Any action which breach this Terms of Service;
- Any restricted action, which falls under Clause 2 of the Terms of Service.
- Upon termination, revocation, cancellation, suspension or deactivation of the Platform Service:
- Your right to use the Account and Platform Service will cease. In this regard, OPN shall have the right to delete your Account and all related information received within a reasonable and timely manner.
- You will not be entitled to any refunds.
- You will still be responsible for any fees or other charges incurred by you for the use of Platform Service until the cancellation of your rights in relation to the use of Platform Service. All outstanding amounts owed to OPN shall become due and payable in full.
12. Feedback and review
Unless agreed otherwise, any disclosure of idea, suggestion or related material or any review of the Platform Service (“Feedback”) provided by you to OPN shall not be regarded as Confidential Information or right to compensation of any kind.
OPN reserves the right to use your Feedback for commercial use, evaluate own performance and development of customer service without obtaining any permission or license from you or any third parties. In this regard, OPN also reserves the right to remove or edit your Feedback, as deemed appropriate.
You acknowledge and agree that any Feedback that you submit to OPN is accurate to the best of your knowledge and such Feedback does not contain any illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights or other information, which may be injurious to third parties or cause any objectionable.
13. Third Party Service
- OPN may, from time to time, recommend or provide you with access to the Third Party Services for your convenience. The Third Party Services shall include software, applications, products, website links or other kinds of products or services as necessary. The agreement of the Third Party Services shall be made between you and the third party service provider. In this regard, you agree to be bound by the terms and conditions specified by the third party service provider at your own risk. In such cases, the terms and conditions under the Terms of Service shall remain in full force and effect.
- You acknowledge and agree that OPN has no control over any Third Party Services. In this regard, you shall be responsible for the use of Third Party Services offered through the Platform Service at your own risk and OPN shall not be responsible or liable, whether directly or indirectly, for any damages or losses caused or sustained from the use of Third Party Services.
- OPN may disable your access to any Third Party Services at any time at its sole discretion without any notice. In such cases, OPN shall not be responsible or liable, whether directly or indirectly, for any damages or loss resulting from the termination, suspension or discontinuation of any Third Party Services.
- In the event that you install or enable a Third Party Services for use in the Platform Service, it shall be deemed that you have granted OPN a permission to allow such third party service provider to access your data and to take any other actions as required by the third party service provider for the interoperation. This includes any exchange of data or other interaction between you and the third party service provider. In such cases, all the actions shall be deemed as an action between you and the third party service provider. OPN shall not be responsible or liable, whether directly or indirectly, for any damages or loss resulting from the access, disclosure, modification or deletion of any data by the third party service provider.
- You agree to indemnify and hold OPN, its parents, subsidiaries, affiliates, partners, officers, directors, agents, employees, and suppliers (as applicable) harmless from any claims or damages, including reasonable attorneys’ fees, arising out of the use of the Third Party Services or your relationship with third party service provider.
14.1 Governing Law and Jurisdiction
This Terms of Service shall be governed by and construed in accordance with the laws of Thailand.
Each of the provisions of this Terms of Service is severable. If any such provision is or becomes illegal, invalid or unenforceable in any respect, the legality, validity or enforceability of the remaining provisions of this Term of Service shall not in any way be affected or impaired thereby.
No waiver of any provision nor consent by OPN to the breach of or departure from any provision of this Terms of Service shall have binding effect against OPN unless the waiver or variation to this Terms of Service is made in writing and signed by a duly authorized representative of OPN.
Any notice or other communication given in connection with the matters contemplated by this Terms of Service shall, unless expressly provided otherwise, be in writing and shall be sent via electronic mail (email@example.com). OPN will communicate with you through the email address specified in your Account or by posting notices on the Website. Any communication made or delivered shall become effective on the date as specified in the acknowledgement of registered mail.
The section headings and titles in this Terms of Service are inserted for convenience only and shall not affect the interpretation of the Terms of Service, provided that this Terms of Service shall be interpreted without application of any strict construction in favor of or against you or OPN.
14.6 Independent Contractor
No agency, partnership, joint venture or employment relationship is created by the use of Platform Service under this Terms of Service. OPN, therefore, shall not be bound by any kind of right, which is not specified and agreed under this Terms of Service.
OPN shall have non-exclusive rights and license to use names, trademarks, service marks and logos associated with your store(s) to promote Platform Service.
14.8 Force Majeure
OPN shall not be responsible or liable to you, your customers, or any third parties for any failure to perform the obligation under this Terms of Service in the event that such non-performance is beyond the reasonable control, including but not limited to an act of war or terrorism, natural disaster, failure of electricity supply, riot, civil disorder, or civil commotion or other force majeure event.
14.9 Third Party Service Integration
You acknowledge and accept that certain Third Party Products or Third Party Services may be integrated with the Platform Service. In this regard, OPN shall have discretion to decide whether to support such integration or migrate your Platform Service to a different integration as deemed appropriate. In such cases, OPN shall not be responsible or liable, whether directly or indirectly, for any damages or losses resulting from such integration or migration.