Terms of Service

EFFECTIVE DATE

12-10-2024

Thank you for your interest in these Terms of Service (these “Terms”). These Terms constitute a legal agreement between you and EcomEye governing the use of our application and Services via our website: ecom-eye.com or the Shopify App Store (our “Services”).

1. ABOUT US

1.1. We are EcomEye a product of Vermax, legal name: EcomEye, Broekerstraat 26, 5595CW Leende, the Netherlands (“EcomEye” ,“Vermax”, “we”, “us” or “our”).

1.2. To contact us, please use [email protected].

1.3. These Terms were last updated on Friday, 11th of October, 2024, and are the current and valid version.

1.4. The EcomEye logo as well as related marks, emblems, and images are the copyright of EcomEye. All Rights Reserved © 2024 EcomEye.

2. GENERAL TERMS

2.1. We license use of our Services to you on the basis of these Terms. We do not sell our Services to you, and we remain the owner of our Services at all times.

2.2. The provisions set out in these Terms govern your access to and your use of our Services and shall constitute a legally binding agreement between you and us.

2.3. We may change such terms from time to time and shall notify you accordingly if we do. If you do not agree to such terms, you must not use our Services.

2.4. Subject to you agreeing to abide by these Terms, we hereby grant to you a revocable, non-exclusive, and non-transferable license to use our Services on these Terms.

2.5. We reserve the right to, without any notice, explanation, or liability, and in our sole discretion, refuse to allow you or suspend your access to your Account at any time, or remove or edit content (including content submitted by you) on our Services or on any of our affiliated websites (including social media pages).

2.6. We reserve the right to change, modify, suspend, or discontinue any portion of the Services, or any other products, affiliated websites (including social media pages) and/or other software provided by us in connection with any of the foregoing at any time.

2.7. You agree that access to or operation of any of the foregoing may from time to time be interrupted or encounter technical difficulties.

3. YOUR ACCOUNT

3.1. By registering for an Account, which involves providing us with certain mandatory and voluntary information as required for a successful registration and using our Service, you agree and acknowledge that:

3.1.1. you are at least 18 years of age and not a minor in your country of residence;

3.1.2. you have read the terms set out in these Terms and agree to be bound by and comply with them; and

3.1.3. you shall ensure that all Users of your Account abide by these Terms.

3.2. You are responsible for maintaining the confidentiality of your Account and you are responsible for all activities that occur under your Account. You agree that all actions carried out by any person through your Account shall be deemed to be an act carried out by you, and you shall ensure that all persons who have access to and use your Account are authorized to do so. We are not responsible for any loss, damage or liabilities arising as a result of or in connection with the wrongful, fraudulent or illegal use of your Account.

4. LICENSE

4.1. Subject to your payment obligations or free of charge access, we grant you, unless specifically agreed in writing, a personal, non-exclusive, non-assignable and non- transferable right to access and to use the Service within the limits determined by the plan chosen by you.

4.2. The license is granted for the sole and exclusive purpose of enabling you to use the Service for your internal business purposes and distribution only within one branch of your business to the exclusion of any other purpose.

4.3. The right of use shall mean the right to represent and implement the Service in accordance with its intended purpose in Software as a Service (SaaS) mode via a connection to an electronic communications network portal.

5. APP LICENSE GRANT

5.1. Our App is available through the Shopify App Store. Your use of our App is also governed by any applicable agreements you have with Shopify. In the event of a conflict between the Shopify App Store Agreement(s) from which you acquire our App and these Terms with respect to your use of our App, these Terms will take priority.

5.2. So long as you comply with these Terms and, as applicable, the Shopify App Store Agreement(s), we grant you the following license: a personal, non-exclusive, non-transferable, non-sublicensable limited right and license to (i) download and install our App on the device permitted by the Shopify App Store Agreement(s) (if applicable), and (ii) access and use our App, including any content, for your personal entertainment purposes, leveraging only the functionality of our App. We and our licensors reserve all rights not granted to you in these Terms.

5.3. “Content” means all artwork, titles, themes, objects, characters, names, dialogue, catch phrases, stories, animation, concepts, sounds, audio-visual effects, methods of operation, musical compositions, and any other content within our App. Content also includes anything generated, created, or that is otherwise developed within our App by any user (including you) as a result of interaction with the functionality of our App. We may, in our sole discretion, remove, edit, or disable any content for any reason.

6. SHOPIFY APP STORE LICENSE AGREEMENT

The following terms apply when you use our App obtained from Shopify App Store to access our App:

6.1. we are responsible for providing any maintenance and support services with respect to the App as specified in the terms and conditions of this License or as otherwise required under applicable law, and you acknowledge that Shopify has no obligation whatsoever to furnish any maintenance and support services with respect to the App.

6.2. you must comply with applicable third-party terms of agreement when using the App,

6.3. you acknowledge and agree that Shopify is a third-party beneficiaries of the terms and conditions in this License and that Shopify will have the right (and will be deemed to have accepted the right) to enforce the terms and conditions in this License against you as a third-party beneficiary thereof.

7. AVAILABILITY

7.1. Although we will try to provide continuous access to the Service, we cannot and do not guarantee that our Services will be available 100% of the time and will not be liable in the event our Services are unavailable.

7.2. You acknowledge that availability of our Services depends further on your compliance with your usage allowances as per your selected plan and scheduled and emergency maintenance periods. We undertake to notify you of scheduled and unscheduled outages that are expected to take more than four (4) hours.

8. SUBSCRIPTION

8.1. We provide paid plan access (“Paid Services”) or free of charge access (“Free Services”) on a per-account basis.

8.2. The Paid Services require payment of subscription fees before you can access or use them (“Fees”). These Fees will be notified to you.

8.3. If you purchase a recurring subscription from us, the subscription period for your Account shall be renewed automatically at the expiry of each subscription period, until terminated successfully by you. By purchasing the recurring subscription, you authorize us or our related corporations to automatically charge the Fees:

8.3.1. upon the commencement of your first subscription period, upon expiration of any applicable trial period or at a date otherwise indicated by us; and

8.3.2. on the renewal date of the subscription period thereafter, without any further action by you.

8.4. Any Fees due in relation to your Account must be paid by their due date for payment, as notified to you. Failure to make timely payment of the Fees may result in the suspension or termination of your access to your Account or any of the Services.

8.5. Our Fees may be amended from time to time at our discretion. We will provide you reasonably advance written notice of any amendment of recurring Fees. Your continued use of a recurring subscription will constitute acceptance of the amended Fees.

8.6. You shall be responsible for any applicable taxes (including any goods and Services tax) under these Terms.

8.7. All payments shall be made by using the payment methods specified by us from time to time. You acknowledge and agree that you are subject to the applicable user agreement of any third party payment methods. We shall not be liable for any failure, disruption or error in connection with your chosen payment method. We reserve the right at any time to modify or discontinue, temporarily or permanently, any payment method without notice to you or giving any reason.

8.8. We must receive payment in full no later than the day on which such payment is required to be paid in immediately available and freely transferable funds, without any restriction, condition, withholding, deduction, set-off or counterclaim whatsoever.

8.9. Unless otherwise notified in writing by us, termination of your Account for any reason whatsoever shall not entitle you to any refund of the Fees. If you cancel your subscription, you may continue to access your Account until the expiry of the subscription period in which the cancellation occurred.

8.10. When canceling a monthly subscription, all future charges associated with future months of your subscription will be canceled. You may notify us of your intent to cancel at any time; your cancellation will become effective at the end of your current monthly billing period. You will not receive a refund; however your subscription access will continue for the remainder of the current monthly billing period.

9. REFUND POLICY

9.1. We provide digital services, the following apply:

9.1.1. All Sales Are Final. We do not offer refunds under any circumstances.

9.1.2. No Returns or Exchanges. As we provide a digital service, returns and exchanges do not apply. We do not offer any kind of returns or exchanges.

9.2. In the unlikely event that you are experiencing or have experienced a technical error, please contact us with details and images of your experience so we can investigate the error and determine if a refund is owed to you. You must submit your request in writing within 7 days of the purchase date. Requests should be sent using[email protected] and include your name, contact information, and a detailed explanation of your reasons for requesting a refund.

10. CHARGEBACKS

You agree to contact us prior to raising a request for a chargeback or any dispute with your bank or card issuer in relation to any transaction. If you make a card payment and later dispute a legitimate charge by raising a chargeback without merit or legitimate reason (as determined at our sole discretion), whether fraudulently or otherwise, then we reserve the right to blacklist you by providing compelling evidence to refute your invalid chargeback request and/or pursue legal action as the case may be.

11. END OF LIFE

We reserve the right to End-Of-Life (EOL) the Service at our sole discretion and shall provide 3 months notification of such EOL event. If you prepaid Fees for a service which is subject to EOL, we will use commercially reasonable efforts to a) transition you to a substantially similar Service or b) upon our express written agreement, ensure the Service availability, without uptime guarantee or test bug fixes, patches, or enhancements to the Services.

12. SERVICE LEVELS AND SUPPORT

12.1. We shall render all commercially reasonable efforts to provide technical support to assist you in using the Services. The total amount of technical support provided by us shall be governed under the fair use principle.

12.2. We have no obligation to provide any support:

12.2.1. for anything other than our Services;

12.2.2. if you or a third party has altered or modified any portion of the Services;

12.2.3. if you have not used the Services in accordance with the documentation or instructions provided by us;

12.2.4. to anyone other than you.

12.3. The response time for contacts concerning technical support made by you will not exceed 72 hours. If the response time exceeds 72 hours, we will present you with a technical justification and define a new deadline for carrying out and completing the support service.

13. PROPRIETARY RIGHTS

13.1. You acknowledge and agree that we own all intellectual property rights in our Services. Except as expressly stated herein, this agreement does not grant you any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licenses in respect of our Services.

13.2. You confirm that you have all the rights in relation to our Services that are necessary to grant all the rights it purports to grant under, and in accordance with, these Terms.

14. UPLOADING CONTENT

14.1. You irrevocably and unconditionally represent and warrant that any of your content uploaded to our Portal complies with our Privacy Policy, the Dutch GDPR Implementation Act (Uitvoeringswet Algemene Verordening gegevensbescherming) (“UAVG”), the EU General Data Protection Regulation (“GDPR”) and any other applicable laws.

14.2. You are fully responsible for your content uploaded to our Services. We will not be responsible, or liable to any third party, for:

14.2.1. the content or accuracy of any content or data uploaded or produced by you using the Services; or

14.2.2. the loss of any content or data uploaded or produced by you using the Services. You should keep a record of all such content and data.

14.3. We will only use the content uploaded by you for the purposes of carrying out the Services, carrying out our obligations in this Agreement and any other purpose expressly set out in this Agreement or otherwise agreed between us. We will not otherwise disclose or distribute the content or data uploaded or produced by you using the Services, save for when required by law, a court of competent jurisdiction or any governmental or regulatory authority.

14.4. We may use the content or data uploaded or produced by you using the Services for the purpose of data analytics or to further develop our Services or machine learning. Any such content shall be anonymised and used only for the purposes of improving the Services and our response to users of our Services.

14.5. We have the right to disclose your identity to any third party claiming that any content or data uploaded or produced by you to our Services constitutes a violation of their rights under applicable law.

15. PROHIBITED USES

15.1. You may use our Services only for lawful purposes. You may not use our Services:

15.1.1. in any way that breaches any applicable local or international laws or regulations;

15.1.2. in any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect;

15.1.3. to send, knowingly receive, upload, download, use or re-use any material which does not comply with our content standards as set out in our prevailing terms and conditions as amended from time to time; and

15.1.4. to knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.

15.2. You also agree:

15.2.1. not to reproduce, duplicate, copy or re-sell any part of our Services in contravention of the provisions of our Terms; and

15.2.2. not to access without authority, interfere with, damage or disrupt:

15.2.3. any part of our Services;

15.2.4. any equipment or network on which our Service is stored;

15.2.5. any software used in the provision of our Services; or

15.2.6. any equipment or network or software owned or used by any third party.

16. SERVICE DATA

16.1. If you wish to use our Services and its features, we process the data you provide (depending on how you are using our Services) which may include Personal Data, and Special Category Data as defined in the UAVG and the GDPR or non-personal data of you, your admin or users that you make available to us (“Service Data”).

16.2. You irrevocably and unconditionally represent and warrant that any of your Service Data uploaded and/ or provided to our Services complies with our Privacy Policy, with the UAVG and GDPR and any other applicable laws.

16.3. You shall own all rights, title and interest in and to all of your Service Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of your Service Data.

16.4. If we process any of your Service Data on your behalf when performing our obligations under these Terms, the parties record their intention that you shall be the data controller and we shall be a data processor and in any such case:

16.4.1. you shall ensure that you are entitled to transfer your Service Data to us so that we may lawfully use, process and transfer the personal data in accordance with these Terms on your behalf;

16.4.2. you shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;

16.4.3. we shall process the personal data only in accordance with the terms of these Terms and any lawful instructions reasonably given by you from time to time; and

16.4.4. each party shall take appropriate technical and organizational measures against unauthorized or unlawful processing of the personal data or its accidental loss, destruction or damage.

17. INTELLECTUAL PROPERTY RIGHTS

17.1. You acknowledge that all intellectual property rights in our Services anywhere in the world belong to us, that rights in our Services are licensed (not sold) to you, and that you have no rights in, or to, our Services other than the right to use them in accordance with these Terms.

17.2. Any intellectual property rights in content uploaded by you to our Services shall continue to belong to you or their respective owners. You agree that you grant us a royalty-free and non-exclusive license to use, reproduce, publish and display such intellectual property rights for the purposes of performing the Services, promotional purposes, internal administrative purposes and any other purposes set out in these Terms, including for the purpose of improving the Services and our responses to users of our Services.

17.3. You acknowledge that you have no right to have access to our Services in source code form.

18. WARRANTIES

18.1. While we make all efforts to maintain the accuracy of the information on our website, we provide the Services, website and all related content on an “as is” and “as available” basis, unless otherwise specified in writing. We make no representations or warranties of any kind, express or implied, as to the operation of any of the foregoing, unless otherwise specified in writing.

18.2. EcomEye makes no representations about the suitability, reliability, timeliness, comprehensiveness and accuracy of the Services.

18.3. EcomEye cannot guarantee that the AI generated content and information and content and the provision of the content of our Services will always be correct or fault, error and virus free.

18.4. EcomEye does not accept liability for incorrect content or errors and omissions in Services and on our Portal or its content (whether of legal, typographical, technical, or other nature).

18.5. To the full extent permissible by law, we disclaim all warranties, express or implied, relating to our Services, including but not limited to implied warranties of merchantability and fitness for a particular purpose. We do not warrant that the Services, the related content, or electronic communications sent by us are free of viruses or other harmful components.

18.6. As part of the services, you may have access to AI-generated content and information. Any information about and generated by AI is provided on an “as is” basis. We do not make any warranties, express or implied, as to the qualifications, quality, suitability, fitness for purpose, completeness, or correctness of any AI-generated content and information.

18.7. The AI-generated content and information is provided for general information purposes only and is not intended to constitute or substitute legal or other professional advice of any kind whatsoever. The AI-generated content and information is not intended or implied to be a substitute for professional advice.

18.8. You are encouraged to confirm any information obtained from or through AI with other sources and review all information provided. Please do not disregard professional advice or delay seeking advice because of something you have read on our website or in the AI-generated content and information.

18.9. We make no representations about the suitability, reliability, timeliness, comprehensiveness, and accuracy of the AI-generated content and information, and other content produced by AI.

18.10. We cannot guarantee that the AI-generated content and information and the provision of the content produced by AI will always be correct, fault-free, and error-free.

18.11. We do not accept liability for incorrect content or errors and omissions in AI-generated content and information produced by AI (whether of legal, typographical, technical, or other nature).

18.12. To the full extent permissible by law, we disclaim all warranties, express or implied, relating to AI and the AI-generated content and information, including but not limited to implied warranties of merchantability and fitness for a particular purpose.

19. LIMITATION OF LIABILITY

19.1. We are not liable for the completeness, accuracy or correctness of any information and any related content in our Services. You expressly agree that your use of the Services and our Portal, including reliance on any content and information, is at your sole risk.

19.2. You agree not to use the Services and the related content for any resale purposes, and we have no liability to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with these Terms (including but not limited to the use of, or inability to use, the Services or any other website or software) for:

19.2.1. loss of profits, sales, business, or revenue;

19.2.2. business interruption;

19.2.3. loss of anticipated savings;

19.2.4. loss or corruption of data or information;

19.2.5. loss of business opportunity, goodwill or reputation; or

19.2.6. any other indirect or consequential loss or damage.

19.3. Nothing in these Terms shall limit or exclude our liability for:

19.3.1. death or personal injury resulting from our negligence;

19.3.2. fraud; and/or

19.3.3. any other matter in respect of which we are prohibited under applicable law from limiting or excluding our liability.

19.4. These Terms set out the full extent of our obligations and liabilities in respect of the supply of the Services. Except as expressly stated in these Terms, there are no conditions, warranties, representations, or other terms, express or implied, that are binding on us. Any condition, warranty, representation, or other term concerning the supply of the Services which might otherwise be implied into, or incorporated in, these Terms whether by statute, common law, or otherwise, is excluded to the fullest extent permitted by law.

20. INDEMNITY

You agree to indemnify and hold us, and our respective directors, officers, employees, agents and representatives, independent contractors, licensees, successors, and assigns harmless from and against all claims, losses, expenses, damages, and costs (including but not limited to direct, incidental, consequential, exemplary, and indirect damages), and reasonable legal fees, resulting from or arising out of your act, default, or omission, whether in your use of our Portal, Services, and/or any websites or software in relation thereto or otherwise, and whether in respect of your breach of these Terms or any laws or regulations or otherwise.

21. FORCE MAJEURE

We shall have no liability to you under this agreement if we are prevented from or delayed in performing our obligations under this agreement, or from carrying on our business, by acts, events, omissions or accidents beyond our reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes, failure of a utility service or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors and will notify you of such an event and its expected duration as soon as reasonably possible.

22. OTHER IMPORTANT TERMS

22.1. No part of these Terms is intended to confer rights on any third parties.

22.2. No failure or delay by either Party in exercising any of its rights under these Terms shall be deemed to be a waiver of that right.

22.3. All notices under these Terms shall be in writing and addressed to the most recent (email) address of the other Party.

22.4. These Terms contain the entire agreement between the Parties.

22.5. Each Party acknowledges that, in entering into these Terms, it does not rely on any representation, warranty, or other provision except as expressly provided in these Terms, and all conditions, warranties, or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

22.6. In the event that one or more of the provisions of these Terms is found to be unlawful, invalid, or otherwise unenforceable, that/those provision(s) shall be deemed severed from the remainder of these Terms. The remainder of these Terms shall be valid and enforceable.

22.7. Each party agrees that these Terms herewith may be electronically signed, and that any electronic signatures appearing on these Terms are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility. For the purpose of clarity, the following shall qualify as electronic signature: a) Checking a box or a ‘click to accept’ button; or b) Typing a name; or c) Pasting an image of a signature; or d) Drawing a name or initial with a stylus or by hand on a touchpad; and e) Electronically signing using an available third-party software application.

22.8. The Parties shall attempt to resolve any dispute arising out of or relating to these Terms through negotiations. If negotiations do not resolve the matter within 30 days of receipt of a written invitation to negotiate, the parties will attempt to resolve the dispute in good faith through an agreed Alternative Dispute Resolution (“ADR”) procedure online or offline. If the ADR procedure does not resolve the matter within 30 days of the initiation of that procedure, or if either Party will not participate in the ADR procedure, the dispute may be referred to arbitration by either Party.

22.9. These Terms and the relationship between you and us shall be governed by and construed in accordance with the laws of the Netherlands.