User License Agreement

"Anonymized Aggregated Data" means the anonymized and aggregated metrics and data related to the use of the Services by Client and your Customers.

“Billing Cycle” means a recurring and periodic basis for which you will be billed by Company for access to and use of the Services. The conditions of your Billing Cycle will be laid out in the Subscription Plan and any supporting documentation.

“Customer” means an end user on the Platform.

“Fees” means the amounts paid by Client for access and use of the Services as provided by Company under this Agreement.

“Intellectual Property Rights” means patents, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

“Personal Information” shall have the meaning ascribed to it in Section 13.a.

“Platform” means, collectively, your eCommerce platform, eCommerce storefront, mobile application, web application, desktop application or account on any third-party platform which hosts Company Applications or Services.

“Services” and “Applications” used interchangeably; means use of any of Company's products, applications, software, scripts including any plug-ins or APIs provided by Company for use by you and all related documentation provided by Company.

“Subscription Plan” means the purchased subscription through the Website or via your Platform.

“Subscription Term” shall mean the term length noted within your Subscription Plan.

“Transaction” means orders taken via approved payment methods currently utilized by Company.

“Trials” means any free Subscription Plan offered by Company per Section 4.a.

“Website” means sites affiliated with Company and all application portals operated by Company through your Platform.

Subject to your ongoing compliance with this Agreement (including the timely payment of all applicable Fees), we grant you a limited non-exclusive, revocable, non-sublicensable, non-assignable and non-transferable right, during the applicable Subscription Term, and in accordance with the license restrictions set out in Section 5 and any terms and conditions set forth in your Subscription Plan, to access and use the Services for which you have purchased a subscription through our Website or via Platform. For the avoidance of doubt, your right to use the Services is subject to any usage metrics and limitations set forth in the applicable Subscription Plan and other documentation associated with the Applications.

This Agreement will commence on the earlier of the date on which you accept the Agreement, or otherwise access or use the Services. This Agreement will continue until terminated in accordance with the terms of this Agreement.

Each purchase of a Subscription Plan will have a Subscription Term set forth therein, and, except as otherwise set forth in the applicable Subscription Plan, each Subscription Term will automatically renew for a successive periods equal to the length of the initial Subscription Term unless terminated in accordance with Section 2.c. or Section 2.d. of the Agreement.

Either party may terminate this Agreement or the Subscription Plan if the other party materially breaches this Agreement or the Subscription Plan, as applicable, and fails to cure such breach within Thirty (30) days of written notice thereof. Company may terminate this Agreement or any Subscription Plan immediately in the event of insolvency affecting you under which you: (i) are unable to pay your debts when due; (ii) make any assignment or composition for the benefit of creditors; (iii) have appointed or suffer the appointment of a receiver or trustee for your business, property or assets; (iv) file or have filed against you any petition under the bankruptcy or insolvency laws of any jurisdiction; (v) are adjudicated bankrupt or insolvent; or (vi) suffer any other event analogous to the events described in subsections (i) through to (v) in any jurisdiction. Company retains the right to terminate this Agreement and revoke the license to use the Services at any time, if in our sole discretion, you are not abiding by the terms of the Agreement or the Subscription Plan, including, but not limited to, obscuring or removing any link or copyright notice as specified in this Agreement

Company may terminate this Agreement or any Subscription Plan and refuse any and all current or future use of the Services as applicable, by you, for any reason at any time without any liability to you upon Thirty (30) days’ prior written notice to you. Except as otherwise set forth in the applicable Subscription Plan, you may terminate this Agreement or any Subscription Plan upon Thirty (30) days’ prior notice within the Platform however, any termination thereof will not relieve you of any current or future obligation to pay any Fees or other costs owed by you to us under this Agreement or Subscription Plan.

If you or your use of the Services negatively affects, or is reasonably expected to negatively affect, any part of the Services or the rights or interests of us or any third party, including in the event of breach of your payment obligations, or may result in a violation of applicable law, legal obligation, or legal rights of another, then, in addition to the termination rights set forth in this Section 2 and any other remedies available to us, we reserve the right to suspend the Services or change the level of the Services, including without limitation the features or functionality thereof, provided to you, with or without notice and without liability to you.

Upon termination of a Subscription Plan for any reason, you will immediately cease use of the applicable Services, uninstall any Applications, remove any and all code snippets or scripts from your Platform codebase, and pay us all Fees and other costs owed for services already rendered under such Subscription Plan, and all rights granted to you with respect to such Service will immediately terminate. Notwithstanding the above, if you terminate the Subscription Plan midway through a Subscription Term, you will be permitted to continue to use any unused credits until the end of that Subscription Term.

Upon expiration of a Subscription Plan or your termination for cause, the provisions of Payments, License Restrictions, Intellectual Property RIghts, Publicity, Limitation of Liability, Indemnification, Dispute Resolution, Warranty Disclaimer will survive any termination or expiration of this Agreement, except that none of the license rights granted by us to you under this Agreement survive termination.

Neither cancellation of your Subscription Plan nor termination of this Agreement bind us to return, refund, or credit to you any amount previously paid to Company for use of the Applications or access to the Services.

Failure to access the Services or use the Applications for any reason and for any period of time does not in itself constitute notice of termination of this Agreement or cancellation of your subscription to the Services. This Agreement with Company will not be terminated and your subscription to the Services will remain active until you have provided written notice to terminate your access to the Services or cancelled your Subscription Plan from within the Platform.

Company may charge Fees and you agree to pay for the grant of license and access to or use of the Services or any portion thereof. You will be required to provide Company with payment information of a payment method accepted by Company. Any information you provide must be accurate and by providing this information you represent and warrant that you are authorized to use such payment instrument. You also agree to promptly inform Company of changes to your contact and payment information (for example, a contact email address, your billing address or credit card expiration date) by updating your information via the Platform or by contacting us.

Company reserves the right to terminate access to Services for non-payment. We reserve all rights to collect unpaid Fees for Services. As consideration for Services, you hereby authorize Company to bill your payment method with any amount owed to us each Billing Cycle. If Company is unable to collect any unpaid amount owed, you must immediately provide a valid payment method for this purpose. Failure to provide full payment will lead to suspension of Services and Company requires payment in full prior to reinstating access to Services.

Company may in its sole discretion alter the amount of Fees for the Services or a portion thereof. In the event of a change in Fees, Company shall provide thirty (30) days written notice by email before the change takes effect.

In addition to Fees charged for provision of the Services, Company may be required and shall collect from you all taxes, duties, or other governmental fees which we are required by law or statute to collect. Company has the right to adjust the amount charged to you for such fees without prior notice to ensure compliance with its obligations under relevant laws or statutes.

Company may offer “beta” or free trial versions or features of the Service (“Trials”). We will determine, at our sole discretion, the availability, duration (the “Trial Period”) and features of each Trial. THE TRIALS ARE PROVIDED “AS IS” WITHOUT ANY WARRANTIES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, IN NO EVENT WILL COMPANY BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGES OR LIABILITY RELATED TO, ARISING OUT OF, OR CAUSED BY THE TRIALS OR ANY MODIFICATION, SUSPENSION, OR TERMINATION THEREOF. Without limiting the foregoing and for the avoidance of doubt, if we make any Trial of the Services available to you, we will have no liability with respect to any chargebacks you may receive in connection with any such Trial of the Services. If we permit you to use any Trial, you agree to provide feedback and respond to our questions or other inquiries regarding your use of the Trial, as applicable. We, at our sole discretion, shall determine whether to continue to offer any Trial. Upon completion of a Trial Period, you will lose access to the applicable Trial unless you have purchased a paid Subscription Plan to the applicable Services unless otherwise set forth in a Subscription Plan.

Company grants you, subject to the terms and condition of this Agreement, the Subscription Plan and any supporting documentation, a personal, limited, revocable, non-exclusive, non-transferable, non-sublicensable right to use the Applications, including any APIs, documentation and support pages.

Any distribution of Applications without Company's consent, including non-commercial distribution is regarded as violation of this Agreement and shall be subject to legal action.

You may not give, sell, distribute, sub-license, rent, lease or lend any portion of the Applications or access to the Services to anyone. You may not place the Applications or any portion thereof on a server so that it is accessible via a public network such as the Internet for distribution purposes.

The restrictions set forth in this Section 5 shall be construed in addition to the conditions set out in Section 1.a.

The Website and the Services are protected by applicable intellectual property laws, including United States copyright law and international treaties. We and our suppliers and licensors own all right, title, and interest, including all Intellectual Property Rights, in and to the Website and the Services. Except for those rights expressly granted in this Agreement, no other rights are granted, either express or implied, to you. All trademarks, logos and service marks displayed on the Website (“Trademarks”) are our property or the property of other third parties. You are not permitted to use these Trademarks without our prior written consent or the consent of such third party which may own the Trademarks.

You shall not yourself nor shall you authorize or permit a third party to: (i) duplicate, modify, adapt, or create any derivative works using any part of the Applications except as allowed by this Agreement or (ii) reverse engineer, decompile, decode, decrypt, disassemble, or attempt to derive any source code from Company.

You shall not yourself nor shall you authorize or permit a third party to: perform any scraping or trawling of Company Website.

All rights not expressly granted to you in this Agreement are reserved and retained by Company.

You are bound to preserve all copyright information intact; such that all information stating Company as the copyright holder and other details are properly attributed; this includes all text and/or links included with the Applications.

As part of using the Services, you may be required or permitted to display Trademarks owned or licensed by us Company. You are authorized to display the Company for the sole purpose of indicating that you use Company's Services. The display of any Trademarks owned or licensed by Company must be in accordance with any guidelines issued by Company from time to time.

You grant us a worldwide, perpetual, irrevocable, royalty-free, fully paid-up, non-exclusive, sublicensable and transferable license to use, host, run, reproduce, process, adapt, translate, modify, publish, transmit, distribute and display any feedback, comments or suggestions made by you or your Customers, users, employees or other affiliates concerning Company’s Applications and wider Services. You also agree to waive all moral rights in and to that information and obtain waivers or moral rights from such Customers, users, employees.

You grant us a worldwide, perpetual, irrevocable, royalty-free, fully paid-up, non-exclusive, sublicensable and transferable license to anonymize and aggregate metrics and data related to the use of the Services ("Anonymized Aggregated Data"), provided that the Anonymized Aggregated Data cannot be used to identify any Client, Customers, personnel or any other identifiable individual.

The Parties agree that Company may publish or otherwise utilize the name and logo of you on their Website or other marketing materials. Client may contact us through our support portal and request to opt out of such publicity rights.

Client is responsible for obtaining and maintaining all telecommunications, broadband, computer hardware, software, equipment, machines and other services needed to connect to, access and use the Services.

Client is responsible for ensuring the confidentiality of all credentials provided by Company to access or use the Services.

Client warrants and accepts that you shall not be based in comprehensively embargoed and comprehensively sanctioned jurisdictions, including Cuba, Iran, North Korea, Syria and the regions of Crimea, Zaporizhzhia and Kherson, the Donetsk People's Republic (DNR) and Luhansk People's Republic (LNR) in Ukraine, and Russia, or are not otherwise prohibited from using the Services under the laws and regulations of the United States, or any other applicable jurisdiction.

TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT WILL COMPANY, OR ITS INDEMNIFIED ENTITIES BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER FOR ANY: (I) LOSS OF USE, LOST PROFITS, LOST REVENUE, BUSINESS INTERRUPTION, OR COSTS OF PROCURING SUBSTITUTE SOFTWARE OR SERVICES; (II) LOSS, DAMAGE, CORRUPTION OR RECOVERY OF DATA; OR (III) CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, AGGRAVATED, PUNITIVE OR EXEMPLARY DAMAGES. IN NO EVENT WILL COMPANY BE LIABLE FOR ANY THIRD-PARTY SERVICES, ACTIVITIES OF THIRD PARTIES, ANY CONNECTION TO OR TRANSMISSION FROM THE INTERNET, OR FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING, THEFT OR OTHER UNAUTHORIZED ACCESS TO OR USE OF THE SERVICES OR YOUR ACCOUNTS OR THE INFORMATION CONTAINED IN YOUR ACCOUNTS, INCLUDING USER CONTENT.

IN NO EVENT WILL COMPANY OR ITS INDEMNIFIED ENTITIES BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, IN THE AGGREGATE, FOR AN AMOUNT EXCEEDING ONE HUNDRED DOLLARS (100$ USD). THE EXCLUSIONS AND LIMITATIONS OF LIABILITY IN THIS SECTION APPLY NOTWITHSTANDING: (I) THE APPLICABLE LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, (II) WHETHER THE APPLICABLE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES; AND (III) ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY OR LIMITATION OF LIABILITY.

COMPANY WILL NOT BE LIABLE TO YOU FOR ANY DAMAGES (INCLUDING ANY LOSS OF PROFITS/SAVING, OR INCIDENTAL OR CONSEQUENTIAL) CAUSED TO YOU, YOUR INFORMATION, AND/OR YOUR BUSINESS ARISING OUT OF THE USE OR INABILITY TO USE THE SERVICES OR THE UNAUTHORIZED USE OF YOUR CREDENTIALS.

COMPANY IS NOT LIABLE FOR PROSECUTION ARISING FROM USE OF THE SERVICES AGAINST LAW OR FOR ANY ILLEGAL USE.

You shall indemnify, defend and hold harmless Company and its affiliates, parents, subsidiaries, licensors and partners and our and their respective directors, officers, employees, agents, service providers, contractors, licensors, suppliers, successors and assigns ("Indemnified Entities") from and against any claim, demand, or proceedings brought by a third party against Company or its Indemnified Entities relating to (i) any actual or alleged violation of this Agreement; (ii) actual or alleged violations of applicable law, including any violations of your obligations of privacy to any person as may be managed by the Services.

Company reserves the right to change this Agreement at any time and impose its clauses at any given time. We will provide notice of any changes thirty (30) days prior to the date such changes become effective to all active Company Subscription Plan holders. Notice will be provided in writing. Any use of the Services after the date on which the revised Agreement becomes effective will constitute acceptance of the Agreement as revised. If you do not wish to agree to the revised Agreement, you must contact us in writing to request termination of this Agreement in accordance with Section 2 and, if applicable, cancellation of your Subscription Plan to the Services.

In the interest of resolving disputes between you and Company in the most expedient and cost effective manner, you and Company agree that any dispute arising in connection with this Agreement will be resolved by binding arbitration. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. Our agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of this Agreement, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of this Agreement. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND COMPANY ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

If you continue to use the Services after Company gives you notice of termination of your license, you hereby agree to accept an injunction to enjoin you from its further use and to pay all costs (including but not limited to reasonable attorney fees) to enforce our revocation of your license and any damages suffered by us because of your misuse of the Software.

You acknowledge that any unauthorized use or disclosure of Intellectual Property Rights may cause harm to Company for which monetary damages may be inadequate, and therefore agrees that Company shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity.

In the course of providing the Services to you, we may process certain personally identifiable data about you or your Customers ("Personal Information") on your behalf. By accepting this Agreement and using the Services you agree to be bound by the terms of the Company Privacy Policy which governs our collection, processing, and storage of Personal Information unless alternate terms are agreed in writing between you and Company.

With regard to the processing of Personal Information about your Customers, you shall act as the Data Controller, Company shall act as the Data Processor. With regard to the processing of Personal Data about you and your company or employees and/or agents thereof we shall act as both the Data Controller and Data Processor. Company shall collect, process, and/or store Personal Data only for the purpose of providing the Services or other legitimate business interests in compliance with all applicable laws and regulations and all published Company policies and shall treat Personal Information as confidential information to the extent required or allowed by law and/or contract.

Residents of the European Economic Area and within select U.S. jurisdictions have the right to, at any time, object to our processing of their Personal Data, ask us to restrict processing of their Personal Data, or request portability of their Personal Data. Company will comply with all such requests as required and permitted by law. Residents of the European Economic Area and select U.S. jursidictions also have the right to complain to a data protection authority about the collection and processing of their Personal Data. Company will fully comply with any such authority to the extent required by law. You have the right to withdraw consent at any time and Company will respond to all such notifications of withdrawal of consent in a reasonable and timely manner. Withdrawal of consent does not affect the lawfulness of collection, processing, or storage of Personal Data which took place prior to withdrawal of consent nor does it impact the lawfulness of such activities which are performed under a legal basis other than consent.

In the event that a court holds that the Services infringes any third party intellectual property right, we shall, in our sole discretion, do one of the following: (a) obtain for you the right to continue using the Services; (b) replace or modify the Services so that it becomes non-infringing while providing substantially equivalent performance; or (c) terminate this Agreement and provide to you a pro rata refund of the prepaid, unused fees.

Company shall use commercially reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company’s reasonable control, but Company shall use reasonable efforts to provide advance notice in writing or by email of any scheduled service disruption. However, Company does not warrant that the Services will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from use of the Services.

YOUR USE OF THE SITE AND THE SERVICE, INCLUDING, WITHOUT LIMITATION, YOUR USE OF ANY CONTENT, IS AT YOUR SOLE RISK. THE WEBSITE, THE SERVICES, AND ALL CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE AND OUR SUPPLIERS AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND RELATING TO THE SITE, THE SERVICE, AND THE CONTENT, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, AND ACCURACY, AND IMPLIED WARRANTIES ARISING FROM A COURSE OF DEALING OR COURSE OF PERFORMANCE. COMPANY AND ITS SUPPLIERS AND LICENSORS DO NOT WARRANT UNINTERRUPTED USE OR OPERATION OF THE WEBSITE OR THE SERVICES OR YOUR ACCESS TO ANY CONTENT. WE AND OUR SUPPLIERS AND LICENSORS MAKE NO WARRANTY THAT THE WEBSITE, THE SERVICES, OR ANY CONTENT WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, THAT ANY RESULTS, DATA, INFORMATION, OR CONTENT OBTAINED OR DERIVED THROUGH THE USE OF THE SITE OR THE SERVICE OR ANY OF THE CONTENT WILL BE TIMELY, ACCURATE, COMPLETE, ERROR-FREE, OR SAFE, OR THAT ANY ERRORS IN THE SITE, THE SERVICE, OR ANY ERRORS IN ANY RESULTS, DATA, INFORMATION, OR CONTENT OBTAINED OR DERIVED THROUGH THE USE OF THE SITE OR THE SERVICE OR ANY OF THE CONTENT WILL BE CORRECTED. WE AND OUR SUPPLIERS AND LICENSORS WILL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES AND OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE OUR REASONABLE CONTROL. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SITE, THE SERVICE, OR ANY CONTENT WILL CREATE ANY WARRANTY REGARDING THE SITE, THE SERVICE, OR ANY CONTENT THAT IS NOT EXPRESSLY STATED IN THESE TERMS. SOME JURISDICTIONS MAY PROHIBIT A DISCLAIMER OF WARRANTIES AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SITE, THE SERVICE, OR ANY CONTENT, THE DURATION AND SCOPE OF SUCH WARRANTY WILL BE THE MINIMUM POSSIBLE UNDER SUCH APPLICABLE LAW.