Terms of Service

PARTIES AND THE CONTRACTUAL RELATIONSHIP

These Terms of Service (“Terms of Service”) and the Privacy Policy govern the contractual relationship between Sellforte Solutions Oy ( Business ID: 2832424-2), a company duly incorporated under the laws of Finland and having its principal place of business at Otakaaru 5 A , 02150 Espoo, Finland (“Sellforte”), and yourself (“You”) with regard to the Sellforte’s service available at www.sellforte.com and any data, software or applications made available by Sellforte in connection therewith (“Service”) and offered to You.

The Service provides retail marketing analytics services and software (together “Analytics”). You can view the result and images via online web service. The Service is available only to corporate clients with business ID. By using or accessing the Service in any way, You acknowledge, represent and warrant that You have reviewed these Terms of Service, have the right to accept these Terms of Service and agree to be bound by these Terms of Service. If You do not agree to these Terms of Service, please do not access or use the Service.

THE SERVICE

The Service is offered to You pursuant to these Terms of Service. The Service is provided by using software as a service (“SaaS”) delivery and servicing model, in which the Data provided to You as part of the Service is hosted by Sellforte, or its subcontractors, and made available to You over the Internet. You are granted by Sellforte the right to use the Service upon acceptance of these Terms of Service and subject to proper payment of the applicable Fees (as defined below) and otherwise fulfilment of the other obligations stated in these Terms of Service.

YOUR USE OF THE SERVICE

As a prerequisite to use the Service, you will be required to provide mandatory registration information, such as Your name and email address that will need to be valid and up-to-date.You agree, at all times, to use the Service fully in compliance and in accordance with these Terms of Service. In the event Sellforte considers that there has been a violation of these Terms of Service, Sellforte shall have the right, at its sole discretion, to terminate Your user account and/or suspend the provision of the Service to You without notice.

You are solely responsible for any activities or omissions that occur through Your user account. Only Your employees are allowed to access the Service with Your user account and password. You agree to keep Your user account and Your password confidential and secure from third parties and agree to ensure that third parties do not use the Service with Your user account. You will not create multiple user accounts or user accounts for any other party than Yourself.

You represent and warrant that any and all information You provide to Sellforte at any time (including without limitation when registering Your user account) will be true, accurate, current and complete, and You agree to update such information as necessary.

You shall at all times be responsible for the maintenance, use and availability of Your own network connections to the Service including but not limited to their functionality and interoperability with the Service and suitability for any purpose.

TERMS RELATING TO THE SERVICE AND THE DATA

Sellforte provides the Service through its website, which provides You access to the Data. These Terms of Service describe under what conditions the Data is provided, how you are allowed to use the Data and what your rights and obligations are when using the Data in your own products or services.

You may only connect to the Service and the Data in the way set out in our instructions and you are not entitled to use any technical means to gain unauthorized access to, disturb or deactivate the Service or the Data. This includes, but is not limited to, that you undertake not to introduce viruses, worms, Trojan horses or other forms of malware on the website where the Service and the Data is provided.

You are not entitled to use the Service or the Data for products and services which in effect resell access to the Data to third parties.

You are aware of and accept that Sellforte does not commit to, or provide any warranties regarding the quality, security, reliability, availability or performance of the Service or the Data. You cannot expect that the Data is error free, updated, or a suitable data source for the products or services you intend to use the Data for. You are aware and accept that you use the Data at your own risk and that Sellforte is not liable for any indirect losses, which you may suffer due to your use of, respectively your inability to use, the Service or the Data.

You undertake to indemnify Sellforte, our partners, shareholders, subsidiaries, agents, insurers, successors and officers, directors, and employees including any members of the board of Sellforte against any claims from third parties pertaining to your use of the Service or the Data in breach of these terms of Service. The obligation to indemnify Sellforte includes any legal costs (e.g. attorney’s fees) that Sellforte may have due to your use of the Service or the Data in breach of these Terms of Service.

Sellforte reserves the right to, based on its reasonable assessment and following a reasonable notice to you, permanently or temporarily discontinue the Service or the Data in part or in its entirety.

FEEDBACK

Sellforte would like to receive input, suggestions and other feedback (“Feedback”) on the Service and any of its individual components. Feedback includes, without limitation, materials as well as ideas or know how (whether presented orally, in written form or otherwise).

With respect to such Feedback, You hereby grant Sellforte, under all Your intellectual property and proprietary rights, the worldwide, non-exclusive, perpetual, irrevocable, royalty-free rights (1) to use, copy and modify Feedback and to create derivative works thereof, (2) to make (and have made), use, import, sell, offer for sale, lease or otherwise distribute any products or services of Sellforte containing Feedback, and (3) to sublicense the above rights to the extent a license is necessary for using products or services of Sellforte.

TERM AND TERMINATION

The service is valid on a monthly or annually basis unless otherwise agreed in the contract.

In case of annual subscription, the subscription will continue one 12 months period at a time unless terminated by either You or Sellforte at least 60 days prior to the end of the pending 12 months period. In case of monthly subscription, the subscription will continue one monthly period at a time unless terminated by either You or Sellforte at least 14 days prior to the end of the pending monthly period.

FEES AND CHARGES

Service fees and charges (“Fees”) are shown in the contract.

You understand and agree that normal carrier data rates and fees are applicable when using the Service.

All Fees are defined without value added tax (VAT) or any other applicable sales tax, which shall be added to the Fees in accordance with the then-applicable tax laws and regulations.

The terms of payment of each invoice shall be fourteen (14) days net from the date of the invoice.

Overdue interest on any amounts overdue shall be 12% p.a. If You fail to pay any Fees within thirty (30) days from the date such Fees have fallen due, Sellforte shall have the right, in its sole discretion, to suspend the performance of its obligations under these Terms of Service.

CHANGES TO THE SERVICE

Sellforte may change or amend these Terms of Service (including, but not limited to, the Fees) at any time by posting the changed information and documents at the website and/or by using its reasonable efforts to inform You of the change via email, in the Service or otherwise. Should You not wish to continue to use the Service under such amended Terms of Service, You may terminate these Terms of Service to end at the end of Your current subscription period by informing Sellforte of such termination. By continuing or resuming using the Service following such changes or amendments, You agree to be bound by the changed or amended Terms of Service.

Sellforte has the right to change, modify or update the Service or any part thereof at any time. Sellforte undertakes to use at its discretion reasonable efforts to inform You in advance of any material changes to the Service that may affect Your use of the Service in an adverse way.

Sellforte shall always be entitled but shall have no obligation to make such changes to the Service that (a) concern or relate to the production environment of the Service and do not have a material adverse effect on the agreed contents of the Service, (b) are necessary to prevent any data security risk to the Service, or (c) result from law or from an administrative order.

Sellforte shall be entitled to terminate Your access to the Service with immediate effect and without any obligation to pay damages or any other liability to You where You have used or allowed any third party to use of the Service contrary to this Agreement or when a serious data security threat so demands.

INTELLECTUAL PROPERTY RIGHTS

Sellforte name and logo are trademarks of Sellforte Solutions Oy, and You agree not to use such trademarks without the prior written permission of Sellforte Solutions Oy. You may not attempt to reverse engineer, de-encrypt or otherwise derive the design, internal logic, structure or inner workings (including algorithms and source code) of the Service.

You acknowledge and agree that the Service provided pursuant to These Terms of Service do not include any grant of rights or license to Sellforte’s intellectual property rights, except for a limited, non-exclusive and non-transferable right to use the Service and the Data for Your own internal business purposes in accordance with these Terms of Service. All intellectual property rights in and to the Service, in all languages, formats, and media throughout the world and any modifications or amendments thereof are vested in and shall be the exclusive property of Sellforte and its licensors.

WARRANTIES AND LIMITATION OF LIABILITY

The Service is provided at all respects “AS IS” and “AS AVAILABLE” basis without any warranty of any kind, and You are solely responsible for Your use of the Service. You acknowledge and agree that Sellforte shall not be liable to You or to any third party for any modification, suspension or discontinuance of the Service. Sellforte shall have no liability towards You and Sellforte shall not be responsible for unavailability or any other failure of the Service or any damages possibly caused by such failure or unavailability.

To the maximum extent permitted by law, Sellforte shall not have any responsibility for indirect, incidental, punitive or consequential losses, such as loss of profits, loss of turnover or damages caused by a decrease or interruption on turnover or production in any way arising in context of the service.

To the Maximum extent permitted by applicable law Sellforte makes no representations, conditions, terms, undertaking, obligations or warranties, concerning the service expressed or implied, except as expressly provided herein, and expressly disclaims (and excludes) to the maximum extent permitted by applicable law any and all other warranties, representations, terms, undertaking, obligations or conditions implied by statute, common law, custom, trade usage, course of dealing or otherwise, including, but not limited to, any implied warranties, conditions or undertaking of merchantability, satisfactory, quality, or fitness for a particular purpose. In any case Sellforte’s total aggregate liability arising out of or in connection with the agreement for any and all damages shall not exceed an amount equal to twenty percent (20%) of the fees (excluding VAT) paid by You to Sellforte during six (6) months period immediately preceding the event giving rise to the liability. Sellforte is not liable for any damages unless the claim regarding the damages is presented by You against Sellforte within a period of three (3) months from the date you became aware of or should have become aware of the event giving rise to the liability.

The limitations of liability shall not apply to damages caused by wilful misconduct or gross negligence or to damages that relate to transfer, copying or use of the Service that is contrary to these Terms of Service or law.

OTHER PROVISIONS

These Terms of Service constitute the entire agreement between You and Sellforte with respect to the subject matter hereof, and supersedes all proposals, oral or written, all previous negotiations, and all other communications between You and Sellforte with respect to the subject matter of these Terms of Service.

If any provision of these Terms of Service is held unenforceable, the remaining provisions of these Terms of Service will remain in full force and effect.

No failure to exercise, nor any delay in exercising, by Sellforte, of any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy prevent any further exercise thereof or the exercise of any other right or remedy.

You may not assign these Terms of Service or any of Your rights and obligations hereunder to any third party. Sellforte may assign these Terms of Service and any of its rights and obligations hereunder to its affiliate or a third party at any time without notice.

Sellforte shall have the right to use its relationship with You in its marketing and sales promotion activities as follows:

-use Your trade name, trademark, logo and other commercial designations on its website and customer and partner listings (whether in electronic or in paper format);

-make a press release regarding Your use of the Service and other products or services.

Sellforte shall not be liable for any delays or non-performance of its obligations or any damages caused by an impediment beyond its reasonable control, which it could not have reasonably taken into account at the time of concluding an agreement based on these Terms of Service, and whose consequences it could not reasonably have avoided or overcome. For instance, errors in satellite data distribution or in public communication networks or electricity supply shall constitute such an impediment. Strike, lockout, boycott and other industrial action shall constitute a force majeure event also when the party concerned is the target or party to such action. A force majeure event suffered by a subcontractor of Sellforte shall also discharge Sellforte from liability, if the work to be performed under subcontracting cannot be done or acquired from another source without incurring unreasonable costs or significant loss of time. Sellforte shall without delay inform You in writing by posting the relevant information at the website of a force majeure event and the termination of the force majeure event.

APPLICABLE LAW AND DISPUTE RESOLUTION

These Terms of Service shall be governed by and construed in accordance with the laws of Finland, excluding its choice of law provisions.

All disputes arising out of or relating to these Terms of Service shall be finally settled in arbitration by one arbitrator in accordance with the Rules of the Arbitration Institute of the Finland Chamber of Commerce. The arbitration shall take place in Helsinki, Finland and the language to be used in the proceedings shall be English.

Contact email: contact@sellforte.com