Most recent update: February 16, 2023
"Access Data" means login and password provided to the Customer by Saleor Commerce.
"Account Balance Top-up" means submitting funds to the pre-paid account to enable purchase of the Services by the Customer.
"Additional Services" means products, applications and tools not covered with the Agreement, including but not limited to Saleor Commerce-branded applications available via Saleor Marketplace.
"Additional Service Terms" has the meaning set out in Section 3.5.
"Agreement" has the meaning set out in Section 2.1.
"Ancillary Services" has the meaning set out in Section 3.4.
"Authorized Credit Card" has the meaning set out in Section 5.9.
"Beta Services" has the meaning set out in Section 3.6.
"Billing Date" has the meaning set out in Section 5.8.
"Billing Month" means the monthly period of the Agreement, considering that (i) the first Billing Month starts on the Effective Date and ends on the last day of that calendar month, and (ii) the last Billing Month starts on the first day of the calendar month and ends on the day of the expiry or termination of the Agreement.
"Confidential Information" has the meaning set out in Section 11.2.
"Complaint" has the meaning set out in Section 7.1.
"Consumer" means a natural person who undertakes a legal action with an entrepreneur and said action is not directly connected with this natural person's economic or professional activity.
"Customer" means a person who has accepted and sent the Saleor Commerce Order.
"Customer Account" means an account created for the Customer during the process of Registration.
"Customer Project" means a Production Project or a Developer Project.
"Customer Software" is any software built, maintained and hosted by the Customer or for the Customer by a third party. Customer Software is not part of the Services and is not hosted or maintained by Saleor Commerce;
"Production Customer Software" is Customer Software used for Production.
"Cloud Console" an application allowing the Customer to manage Projects, Environments, billing and other settings related to the Services.
"Datastore" means persistent storage for a single set of information needed to provide the Services including, but not limited to a single set of products, channels, customer data or orders.
"Developer Project" has the meaning set out in Section 3.3.
"Development Purchase Option" has the meaning set out in Section 5.2.
"Effective Date" means the day that the Customer or Customer's authorized representative has sent the Saleor Commerce Order.
"Environment" means a single instance of the Saleor Software.
"Fees" means, collectively, the License Fees and the Resource-Based Charges, and any other fees implemented by Saleor Commerce pursuant to Section 5.7.
"Force Majeure" means an extraordinary event or circumstance beyond the control of the Parties, such as a war, strike, riot, crime, epidemic or other external, unpredictable and irresistible event, which prevents one or both Parties from fulfilling their obligations under the contract.
"Full Purchase Option" has the meaning set out in Section 5.2.
"Free Trial Period" has the meaning set out in Section 5.1.
"Initial Term" means a period of 1 month or a period stated in the Saleor Commerce Order, during which the Services are made available to the Customer in a paid manner, for Fees paid by the Customer to Saleor Commerce.
"IP whitelist" has the meaning set out in Section 4.9.
"License Fee'' means the fee paid monthly by the Customer to Saleor Commerce for the Production Projects.
"Marks" has the meaning set out in Section 8.5.
"Materials" means all content, including photos, images, videos, graphics, written content, audio files, code, information, reports, data, Customer's Marks, or other content posted, uploaded, collected, generated, stored, displayed, distributed, transmitted or exhibited on or in connection with the Customer 's Account.
"Organization" is a shared workspace that may be associated with one or more Customers where multiple Customers can collaborate across many Customer Projects at once.
"Paid Production Project" means a version of the Production Project for which the Customer is obligated to pay the License Fee.
"Party" or "Parties" means a party or collectively parties to the Agreement.
"Price List" has the meaning set out in Section 2.3.
"Production" means supporting commerce transactions or business as well as other activities with potential business value outside the Environment.
"Production Project" is a project in the Saleor Software established by the Customer, containing at least one Production Environment.
"Production Environment" means a paid, transactional Environment with a Production performance profile.
"Registration" means creation of a Customer Account.
"Renewal Term" has the meaning set out in Section 6.1.
"Resource-based Charges" has the meaning set out in Section 5.5.
"Saleor Commerce" means Saleor Commerce sp. z o.o. with its registered seat in Wrocław, ul. Tęczowa 7, 53-601 Wrocław, entered into the Register of Entrepreneurs kept by District Court for Wroclaw-Fabryczna in Wroclaw, VI^th^ Commercial Division National Court Register under the KRS number: 833006, REGON: 385757319, NIP: 8971877170, nominal share capital (entered into register): PLN 352,400.00.
"Saleor Commerce AUP" has the meaning set out in Section 2.3.
"Saleor Commerce Order" has the meaning set out in Section 2.3.
"Saleor DPA" has the meaning set out in Section 2.3.
"Saleor Commerce IP" has the meaning set out in Section 8.3.
"Saleor Software" means a set of application programming interfaces exposing commerce functionality. Saleor Software comes with an application enabling management of the Datastore.
"Saleor SLA" has the meaning set out in Section 2.3.
"Sandbox Environment" means an Environment meant for testing only, not to be used for commercial purposes.
"Term" has the meaning set out in Section 6.1.
- A person or a Party includes any natural or legal person, entity, firm, company, corporation, government, state or agency of a state or any association, trust, joint venture, consortium or partnership (whether or not having a separate legal personality) or two or more of the foregoing.
- Words importing one gender shall be treated as importing any gender, words importing individuals shall be treated as importing corporations and vice versa, words importing the singular shall be treated as importing the plural and vice versa, and words importing the whole shall be treated as including a reference to any part thereof.
Registration. In order to use or access Services, the Customer shall be asked to register a Customer Account. By registering a Customer Account the Customer agrees to:
a) provide accurate, current, and complete information about the Customer during the Registration process;
b) maintain and promptly update such information to keep it accurate, current, and complete;
c) maintain the security of password and login information, and not to disclose password or login information to any unauthorized third party;
d) accept full responsibility for all use of any Services, and for any actions that arise from or take place when using the Services, whether or not the Customer has authorized such actions or use;
e) immediately notify Saleor Commerce of any unauthorized use of the Customer Account.
The Customer's statement. Upon the Effective Date the Customer declares that:
b) the Customer considers the Price List and Saleor Commerce Order as appropriate;
c) the Customer has provided data during Registration that are true and accurate;
d) the person who concluded the Agreement on behalf of the Customer was properly authorized to represent the Customer;
e) the Customer accepts the parameters of the selected Service indicated in Section 3 below.
- Services performance. Saleor Commerce starts providing the Services to the Customer immediately after the Effective Date.
Protection of the Customer Project. The Customer is obliged not to disclose the Access Data used to authorize the Customer Account to any unauthorized third parties and bears full responsibility for any consequences of such disclosure. The Customer undertakes to inform Saleor Commerce immediately of any suspicion of unauthorized access to the Access Data by a third party or unauthorized access by third parties to the Customer Account. Saleor Commerce undertakes to take all reasonable and technically possible actions to prevent access to the Customer Account by unauthorized persons.
If the Customer decides to authorize and grant the Access Data to any third party such as external agencies, subsidiaries etc., the Customer shall be fully liable for any acts and omissions of such third party. Saleor Commerce bears no liability for any acts or omissions of third parties to which the Access Data has been disclosed.
Production Projects. For a Production Project, Saleor Commerce shall provide hosting and software services for one or more Production Environments during the term. A single Production Environment consists of: a single Datastore; Production Customer Software access to the Saleor Software; and Sandboxes in the number specified in the Saleor Commerce Order.
Developer Projects. For a Developer Project, Saleor Commerce shall provide hosting and software services for one or more Sandbox Environments as defined in the Saleor Commerce Order during the term period. A single Sandbox Environment consists of: a single Datastore; Customer Software access to the Saleor Software.
Saleor Commerce may at its own discretion suspend the Organization by flagging it as "inactive" in case there are no active Developer Projects or Environments for at least 20 days. Once an Organization is flagged as inactive, Saleor Commerce sends an email notification to the holder of the Customer Account stating that in case the Organization's status remains unchanged for the next 10 days the Organization will be deleted.
Saleor Commerce may at its own discretion suspend an Environment within the Customer Account by flagging it as "inactive" in case of no staff logins to the Customer Account for more than 45 days. Once the Environment is flagged as inactive, Saleor Commerce sends an email notification to the holder of the Customer Account stating that in case the Environment's status remains unchanged for the next 15 days the Environment will be deleted.
Saleor Commerce may at its own discretion suspend the Customer Account by flagging it as "inactive" in case the Customer Account is not part of any Organization for at least 20 days. Once the Customer Account is flagged as inactive, Saleor Commerce sends an email notification to the holder of the Customer Account stating that in case the Customer Account's status remains unchanged for the next 10 days the Customer Account will be deleted.
Deletion of the Customer Account is tantamount to termination of the Saleor Commerce Order regarding this Customer Account. The Customer shall have no claim for damages or any other complaints against Saleor Commerce.
Ancillary Services provided by Saleor Commerce. The following Ancillary Services shall be provided to the Customer during the term:
a) if applicable - services set out in SLA;
b) other Ancillary Services indicated in the Saleor Commerce Order.
- Additional Services. The Customer may also purchase one or more Additional Services, not subjected to the Agreement. These Additional Services shall be described in Additional Service Terms. Additional Services shall be subject to other or additional rules, guidelines, license agreements, user agreements or other terms and conditions ("Additional Service Terms"). The Customer acknowledges and agrees that Additional Services will be provided in accordance with the methods, conditions and technical and financial regulations, as well as the payment methods described in Additional Service Terms. Those Additional Service Terms shall be available with the relevant products or services by being posted directly on the website of those products or services or by being presented as a separate set of terms and conditions before the time of purchase, download, access, browsing, or use of those Additional Services. To purchase the Additional Service the Customer shall submit a new Saleor Commerce Order to Saleor Commerce. Purchasing Additional Services does not require any additional Registration.
- Beta Services. From time to time, Saleor Commerce may release service or functionality that may be made available to the Customer to try at its option at no additional charge, assuming that these are clearly designated as beta, pilot, limited release, developer preview, non-production, evaluation, or by a similar description ("Beta Services''). The Customer may decide to try such Beta Services at its sole discretion. Any terms and conditions may be available with the relevant products or services by being posted directly on the website of those services or attached to invitation. Saleor Commerce may also provide a separate SLA for Beta Services. Beta Services are not subject to the Agreement. Saleor Commerce may at its sole discretion discontinue providing Beta Services at any time. Saleor Commerce does not provide any support for Beta Services and bears no responsibility for any damage that may arise in connection with Beta Services. Beta Services provided to the Customer are provided "as is", without any warranty of any kind, either expressed or implied. As a result, the liability of Saleor Commerce for implied warranty for any defects of the Beta Services shall be excluded to the maximum extent permitted by applicable law.
- Services. Saleor Commerce is not responsible for the malfunctioning of the Services purchased by the Customer in the event that it is a consequence of an incorrect use of the functionality of a specific Service.
- Technical requirements. To use the Services provided by Saleor Commerce, the Customer must have a device with Internet access.
- Security actions taken by Saleor Commerce. Saleor Commerce, in order to evade or nullify the effects of DDoS attacks, would accept a certain acceptable number of requests from any IP address in a given period of time. In the event that a particular IP address exceeds the maximum number of expected requests in a time period, Saleor Commerce shall be entitled to temporarily block access to Services for that IP address. Excluded from this blockade are the addresses listed on the IP whitelist. The Customer shall not be entitled to any claim for damages from Saleor Commerce on account of the aforementioned blockade, excluding a blockade of the addresses listed on the IP whitelist.
- Materials. The Customer is solely responsible for the content of the Materials, and for any harm resulting from the Materials, regardless of the manner in which they are made available. Saleor Commerce shall bear no responsibility due to any public display or misuse of the Materials. The Customer is obliged to make backup copies of the Materials.
Saleor Commerce's rights. Saleor Commerce is entitled to take action, technical, legal, or otherwise, to block, nullify, or deny the Customer’s ability to access the Services in situations stipulated in Section 4.3. Saleor Commerce may exercise this right in its sole discretion, and this right shall be in addition to and not in substitution for any other rights and remedies otherwise available to Saleor Commerce. Saleor Commerce may terminate the Agreement or may suspend the access to the Services at any time if:
b) Saleor Commerce reasonably suspects that the Customer is using the Services to breach the law or infringe third party rights;
c) Saleor Commerce reasonably suspects that the Customer is using the Services fraudulently, or that the Services are being used by a third party fraudulently.
- Taxes. The Customer is obliged to apply the relevant tax regulations in the Customer’s jurisdiction on its own, including the calculation or collection of taxes, customs duties, excise duties and other similar duties that may apply in connection with the use of the Services by the Customer. Saleor Commerce is not responsible for the non-performance or incorrect performance of the aforementioned obligations by the Customer.
- Customer’s statement. The Customer declares that it has all appropriate permits to use the software that may be placed and used by the Customer as part of the Materials, and that it will bear all related costs.
Customer’s liability. The Customer is the sole and exclusive person responsible for any activity performed on its behalf and for third parties or performed directly by third parties, related to the use, administration and management of the Materials created and allocated through the Services. As a result of and in relation to these activities, the Customer undertakes to:
a) comply with or enforce on third parties compliance with the applicable norms in this matter, each time applicable, including the legal standard on the protection of personal data (including but not limited to GDPR and Act of May 10, 2018 on the protection of personal data);
b) indemnify and not cause damage to Saleor Commerce in connection with any claim or claim for damages, whether direct or indirect, of whatever nature or kind, by anyone presented;
c) indemnify Saleor Commerce against any third party claims and / or claims for losses suffered by them as a result of or in connection with the use of the Services. The Customer will pay all costs, damages and fees, including any legal costs resulting from such actions, and will inform Saleor Commerce if such actions are brought against him.
- IP whitelist. The Customer shall submit to Saleor Commerce a list of trusted IP addresses of its suppliers and trusted third parties ("IP whitelist") and keep it up to date. IP addresses indicated on the IP whitelist will not be subject to the actions indicated in Section 3.9.
Updates. Saleor Commerce may at any time, at its discretion, release a new version of the Saleor Software, which is available for the Customers in the Cloud Console and the upgrade process is free from any charges. The Customer will receive an email notification that a new version of the Saleor Software is available. The Customer may test this new version in its Sandbox Environment. The Customer shall update its Production Environment itself via the Cloud Console or by emailing the Saleor Commerce support team a request to perform the update. At the time the latest version of Saleor Software becomes the second-latest version, a support period of 180-days will start after which that version will be unsupported. Saleor Commerce reserves the right to adjust the support period.
Failure to update the Customer's Production Environment to a supported version of the Saleor Software within 90 days of the end of the support period could result in a termination of the Agreement, which is at Saleor Commerce's discretion.
Saleor Commerce bears no liability for the Customer's failure to implement or implement properly the Saleor Software updates and any consequences thereof.
- Free Trial Period. By selecting the free trial option the Customer receives access to the Production Project free of any charges for a 90-day trial period or the period stated in the Saleor Commerce Order ("Free Trial Period"). During the Free Trial Period the Production Project can be used only for development purposes, and not for Production.
Paid Production Projects. During the Free Trial Period and before the end of the expiration of the Free Trial Period, the Customer may upgrade the Services to the Paid Production Project, by choosing:
a) Full Purchase Option which contains a Production Environment licensed for use in Production.
b) Development Purchase Option which contains a Production Environment for development use only.
- Suspension. Failure to choose (during the Free Trial Period) one of the mentioned options (Full Purchase Option or Development Purchase Option) will result in a 30-day suspension of access to the Production Project. A notice regarding possible suspension will be communicated via email. During the period of account suspension, the Customer has the option to log in to select the Full Purchase Option or the Development Purchase Option. After the 30-day account suspension period, the Customer who fails to do so will be deprived of the Organization, projects and Environments associated with its testing. The Customer shall have no claim for damages or any other complaints against Saleor Commerce.
- License Fee. After a selection of the Full Purchase Option or the Development Purchase Option the Customer is obliged to pay the License Fee for each Billing Month in the amount set out in the Price List or in the Saleor Commerce Order. Monthly License Fee is charged during the Initial Term and according to Section 6.1. below for each Renewal Term.
- Resource-based Charges for Production Projects. The Customer using a Production Project shall be also charged Resource-based Charges in addition to the License Fee(s). The amount of the Resource-based Charges depends on various factors detailed in the Saleor Commerce Order such as the number of API requests and number of orders processed within each Production Environment.
- Upgrade. The Customer who has chosen the Development Purchase Option may upgrade at any time by choosing the Full Purchase Option. The change requires only the submission of the proper Saleor Order via email or through the Cloud Console.
Fee Increases. Saleor Commerce may in its sole discretion introduce a new Price List for the Services effective from the new Renewal Term. The Customer will be informed of such changes by e-mail. The above amendments will become effective unless Customer sends a termination notice at least 15 days prior to the end of the then-current Term. If the Customer does not exercise the right of termination in the manner and within the time indicated above, the amendments will be deemed accepted by the Customer.
If the Customer exercises the right of termination, as stipulated above, the Customer shall be entitled to execute two (only) following Renewal Terms after the then-current Term, with the previous Price List being applicable (extended termination period). In case the Customer opts for the extended termination period, it must include such information in the termination notice. After the extended termination period expires, the Agreement shall not be further renewed and terminates definitely.
Billing Dates. The Customer is obliged to:
a) proceed with the Account Balance Top-up or pay the Fees for each Billing Month on the first day of each Billing Month; or
b) in case stipulated in Section 5.11, pay invoices issued by Saleor Commerce within the deadline indicated in Section 5.12 below.
- Authorized Credit Card. To ensure a possibility of Account Balance Top-up the Customer shall keep a valid credit card on file ("Authorized Credit Card") and also may authorize Saleor Commerce to charge the Fees automatically. The method of payment may be changed upon the mutual agreement of the Parties.
- Account Balance Top-up. Fees for the Services will be paid by the Customer via Account Balance Top-up. The current prices will be specified in the Price List and/or the Saleor Commerce Order. The Customer may create, allocate, use and manage the Materials from the moment of activation of the selected Services, after payment of the amount due and receipt by Saleor Commerce on a Billing Date. If the top-up amount has been used up, Saleor Commerce shall attempt to charge another top-up amount to the Authorized Credit Card on file. If the top-up amount is not completed within 7 days the provision of the Services may be suspended and its resumption is possible after the purchase of another top-up. The Customer may authorize Saleor Commerce to charge Fees automatically by Authorized Credit Card on each Billing Date for the duration of the term. The Customer acknowledges and accepts that the Authorized Credit Card details used to pay for the Services will be stored by Saleor Commerce's bank to allow payment for Service.
- Credit line. Saleor Commerce may at its sole discretion grant the Customer with a credit line. In such a case, the monthly maximum amount of such a credit line shall be agreed in the Saleor Commerce Order and is subject to periodic review and change at Saleor Commerce's sole discretion. For the Customers approved for the credit lines, invoices shall be issued monthly, in arrears. If a credit line is exceeded in a given month, Saleor Commerce may at its sole discretion either: (i) execute payment by the Authorized Credit Card for the outstanding balance; or (ii) on the Customer's request increase the credit line. If any invoice is past due for at least 15 days, Saleor Commerce may suspend providing Services or terminate the Agreement according with Section 5.14.
- Invoicing. Each top-up purchased by the Customer is marked with its own identification number and will be confirmed in the relevant invoice issued by Saleor Commerce immediately after receiving the payment. In the case stipulated in Section 5.11, invoices shall be issued by Saleor Commerce within 4 days of the end of the Billing Month and shall be paid by the end of the following month or as described in the Saleor Commerce Order. The Customer expressly acknowledges and agrees to receive this invoice in electronic format (on the email address indicated in the Saleor Commerce Order). If applicable, to each invoice Saleor Commerce will add Value Added Tax (VAT), at the rate applicable on the date of issuing the invoice. Payments shall be effected by a transfer to Saleor Commerce's bank account that is indicated in the invoice.
- Applicable Currency. Unless the Parties agree otherwise, all Fees and other charges will be calculated in U.S. dollars, and all payments shall be in U.S. dollars ("Applicable Currency").
- If the outstanding Fees remain unpaid for 15 days following the date of suspension, Saleor Commerce is entitled to terminate the Agreement.
TERM AND TERMINATION.
- Term. The Initial Term and Renewal Term are collectively referred to as the "Term". The Agreement will be effective on Effective Date for an Initial Term. The Agreement shall be extended automatically by a subsequent one month renewal period (each a "Renewal Term"), unless the Customer sends a termination notice at least 15 days prior to the end of the then-current Term.
b) the other Party receives claims or allegations from third parties or authorities relating to the Materials;
d) the other Party shall substantially cease to carry on business;
e) a substantial part of the other Party's assets shall be attached or levied by a court or another official agency, if such attachment or levy shall not be removed within thirty (30) days;
f) winding-up shall be commenced with respect to the other Party, provided that if such proceedings shall be rescinded within thirty (30) days of their commencement, such notice of termination shall have no effect.
- Termination after Free Trial Period. After the deadlines specified in Section 5.3. and taking no further actions described in this Section the Production Project will be terminated, with all the consequences indicated in Section 5.3. and Section 6.5.
- Consumer's rights. The Customer who qualifies as a Consumer may exercise its right to withdraw from the Agreement concluded without simultaneous presence of both Parties or outside business premises within 14 (fourteen) days from the Effective Date of the Agreement, without any penalties or without obligation to state reasons unless the Consumer's right to withdraw from the Agreement is excluded by law. In particular, the Customer is obliged to expressly state its intention to withdraw from the Agreement by unequivocal declaration of intention to withdraw from the Agreement, sent by registered mail or by e-mail. To meet the deadline, it is enough to send a statement before its expiry. As a result of exercising the right to withdraw from the Agreement, Saleor Commerce will reimburse the Customer without undue delay, but in no case later than 14 days from the date of notification of the intention to withdraw from the Agreement, using the same payment method that was used by the Customer to make the payment, or using procedures agreed with the Customer without incurring any costs by the Customer as a result of such reimbursement.
a) Saleor Commerce will cease providing the Customer with the Services and Customer will no longer have the access to the Customer Account and to the Materials;
b) the Customer's online Environments(s) will be taken offline;
c) any outstanding balance of any Fees or other charges owed by the Customer to Saleor Commerce up to the effective date of termination will immediately become due and payable in full;
d) both Parties shall be relieved of their respective rights and obligations under the Agreement save such rights, obligations and liabilities which (i) were accrued prior to such termination; or (ii) shall survive termination of the Agreement;
e) if (i) Saleor Commerce terminates the Agreement pursuant to Section 5.14 or Section 6.2 during the Initial Term; or (ii) if Customer terminates the Agreement for any reason other than pursuant to Section 6.2 during the Initial Term, then as a genuine pre-estimate of Saleor Commerce's damages, and not as a penalty, Saleor Commerce will have the right to charge the Customer with: (A) the remaining License Fees for the Initial Term, and (B) the License Fees that would have otherwise been payable by the Customer for the period of Free Trial;
f) each Party will immediately discontinue all use of the other Party's Confidential Information.
The Customer's reservations. The Customer may submit reservations related to the access to the Services, their functioning and quality by way of a complaint ("Complaint"). The Customer's Complaint should be sent to Saleor Commerce in writing or by e-mail and should contain:
a) the Customer's data enabling contact, including data identifying the person submitting the Complaint;
b) the Service the Complaint relates to;
c) the subject of the Complaint, the period to which the Complaint relates and presentation of the circumstances justifying the Complaint;
d) the Customer's possible request;
e) the date of making the complaint and the date of the occurrence of the circumstances justifying the Complaint.
- Conditions. The Complaint should be signed or submitted by the Customer or a person duly authorized to represent the Customer.
- Term for considering the Complaint. Saleor Commerce will consider the Complaint within 14 days of receipt of a complete Complaint notification, provided that this time may be extended to 30 days in justified cases. Saleor Commerce will inform the Customer whether the complaint is accepted and how it intends to accept.
- Customer Intellectual Property. All the stored Materials remain the Customer's property. The Customer undertakes not to infringe any third party's rights, in particular personal rights, copyrights, rights to patents or trademarks, rights to databases and other intellectual property rights. Saleor Commerce is not responsible for the content of the Materials posted on the Environment(s) or uploaded, stored, disseminated, transmitted or collected by the Customer in any way, in particular in terms of their accuracy, adequacy, quality, integrity, legality, appropriateness and possible infringement or misappropriation of the intellectual property rights of any other party.
- Disclaimer. Saleor Commerce will under no circumstances be liable for any data, information or content entered or transmitted and in any event processed by the Customer on the Environment(s), for its own account or for the account of third parties, or entered, sent or processed by third parties authorized by the Customer. Saleor Commerce reserves the right to take any initiative and action to protect its rights and interests. In no event shall Saleor Commerce be liable in any way for any damage, direct or indirect, of any kind or type, caused by the Customer to third parties in connection with use of the Services in any way.
- Saleor Commerce Intellectual Property. The Customer is obliged to use the Services respecting the intellectual and/or industrial property rights of Saleor Commerce, in particular but not limited to: the Services and any applicable Beta Services, including without limitation any associated software, documentation, applications, websites, tools and products, and any modifications, enhancements and updates (hereinafter referred to as the "Saleor Commerce IP"). The Saleor Commerce IP is the exclusive property of Saleor Commerce and is protected by European, U.S. and international copyright and other intellectual property laws. Therefore, the Customer does not acquire any rights or entitlements in this respect and is only entitled to use them during the term of the Agreement. The Customer is not authorized to undertake any marketing activities relating to the Services by acting as an agent, reseller, distributor or licensee of Saleor Commerce or in any other capacity and, in any event, not to market or use Saleor Commerce's trademarks and / or images and / or promotional or advertising material or any other intellectual and / or industrial property rights.
- Claims of third parties. In the event that a third party takes any legal action against Saleor Commerce for any infringement of intellectual property, in particular copyright or patents, in connection with the usage of the Services, the Customer shall be solely liable with regard to such action or claim. In such a situation, the Customer shall be obliged at its own cost and risk to satisfy all claims of third parties in full amount. If Saleor Commerce incurs any costs in relation to any claims of third parties, the Customer shall be obliged to reimburse them within 7 days of the date of Saleor Commerce's reimbursement request. Notwithstanding the above, the Customer shall pay in full all other damages incurred by Saleor Commerce as a result of the claims of third parties.
- Use of the Customer's Marks for marketing purposes. The Customer hereby grants Saleor Commerce a non-exclusive right and license to use the Customer's trade names, trademarks, service marks, trade dress or logos ("Marks") to promote the Services, including the right to publicly identify the Customer as a customer of Saleor Commerce.
REPRESENTATIONS AND WARRANTIES.
Saleor Commerce warranties. Saleor Commerce represents and warrants to the Customer that:
a) it has the full right, power and authority to enter into the Agreement and to perform its obligations hereunder;
b) the persons acting on its behalf have been duly authorized to do so;
c) it will provide the Services during the term of the Agreement in accordance with the provisions contained therein.
Customer warranties. The Customer represents and warrants to Saleor Commerce that:
a) it has the full right, power and authority to enter into the Agreement and to perform its obligations hereunder;
b) the persons acting on its behalf have been duly authorized to do so;
c) it will fulfil its obligations during the term of the Agreement in accordance with the provisions contained therein;
d) it will not publish, transmit, upload, save any Materials, any other content or links containing them, which violate the provisions of AUP.
e) it will use the Services for lawful purposes only.
LIMITATION OF LIABILITY.
- Third party claims. In the event that a third party raises a claim against Saleor Commerce for any reason related to the Customer's unauthorized or unlawful use of the Services, the Customer shall take all steps necessary to protect Saleor Commerce from these claims. In particular, the Customer undertakes to immediately provide explanations to the person making the claim, to provide legal assistance to Saleor Commerce, to join the proceedings conducted next to or in place of Saleor Commerce, and to release Saleor Commerce from all claims, as well as to reimburse Saleor Commerce for the costs of legal services and other expenses related to the conduct of the dispute.
Limitation of liability. In no event shall Saleor Commerce be liable for:
a) permanent or temporary inability to provide the Services or failure to perform or improper performance of the Services due to Force Majeure or any other circumstance for which Saleor Commerce is not responsible in accordance with the generally applicable law;
b) any profits, revenues, incomes lost by the Customer;
c) consequences of improper use of the Services by the Customer;
e) consequences of the use of information and software downloaded by the Customer from the Internet or for their content, if they do not come from Saleor Commerce;
f) consequences of the Customer's provision of any content using the Services;
g) consequences of the use of information authorizing the access to the Services by third parties, if these persons came into possession of this information as a result of its disclosure by the Customer or as a result of insufficient protection of information by the Customer against access by such persons.
- Warranty or guarantee. Saleor Commerce's liability under the warranty or guarantee is excluded, with the exceptions described in the Saleor SLA. Above exclusion shall not apply to a Consumer.
- Any and all liability of Saleor Commerce resulting from provision of Services and within the scope of limits resulting from Section 10.2, regardless of its basis and kind, would be further limited to the total amount of Fees billed on the Customer for the last 12 (twelve) Billing Months preceding the notification of a claim towards Saleor Commerce. All limitations of liability shall apply to the extent permitted by applicable law. Any and all claims of the Customer must be notified to Saleor Commerce immediately upon disclosure.
CONFIDENTIALITY AND PRIVACY
- Confidentiality Obligations. The Parties undertake to keep secret and counteract the disclosure of confidential information, i.e. all information and data not disclosed to the public and having economic value for the Parties, including technical, technological, organizational and commercial information and data (hereinafter referred to as the "Confidential Information").
Confidential Information. Confidential Information may include, but is not limited to: products, services, specifications, technical data, formulas, equipment, business strategies, policies or practices, know-how, customers, markets, software, source codes, drawings, developments, processes, designs, pricing information, inventions, ideas and other information or their possible use, owned or in the possession of any Party.
Confidential Information shall not include the following categories of information: (i) information that is generally known or publicly available; (ii) information independently developed by the receiving Party without the use of Confidential Information; (iii) information lawfully obtained from a third party without breaching any obligation of confidentiality to the Party to whom the information relates;
- Measures of protection. The Parties undertake to take appropriate measures to ensure the protection of the Confidential Information. Transfer of the Confidential Information will be limited to the employees and the authorized third parties of each Party which are directly involved in cooperation under the Agreement. The Parties shall inform their employees and the authorized third parties about the confidential nature of the Confidential Information and ensure that they comply with the terms of the Agreement.
- Purpose of use. Confidential Information will be used by the Parties and its employees only in connection with the execution of the Agreement.
- Mandatory consent to disclose. Subject to Section 11.6 below, the Parties as well as their employees and authorized third parties will not disclose the Confidential Information to any unauthorized third parties without the prior written consent of the other Party.
- Disclosure upon legal obligation. If, in accordance with the applicable law, any Party is obliged to disclose Confidential Information in a manner appropriate to the request of the competent authority, the other Party shall promptly provide it with the request and limit the scope of Confidential Information transferred to the requirements arising from the request.
- The Customer undertakes to provide complete and true data by concluding the Agreement. If it occurs that the data provided by the Customer is false or incomplete, Saleor Commerce has the right to block and then delete all Customer data. Saleor Commerce is not responsible for the effects that may result from the provision of false data by the Customer.
- The Customer agrees and authorizes Saleor Commerce to process its personal data, to the extent necessary to perform the Services and according to the provisions of the DPA.
- Saleor Commerce provides measures and conditions to prevent access, acquisition and modification of the Customer's data by unauthorized persons.
- Notwithstanding the data subject's rights under GDPR the Customer has the right to view and edit their personal data using the Customer Account and to request the deletion of their data, if they are no longer needed to provide Services by Saleor Commerce.
- Saleor Commerce is entitled to provide services to competitors of the Customer and does not promise exclusivity to the Customer.
Saleor Commerce, Tęczowa 7, 53-601 Wrocław, Poland Attn: General Counsel, email@example.com.
The Customer provides information on the delivery addresses in Saleor Commerce Order.
- The Agreement and any appendices attached hereto and any documents set out in Section 2.3. form the entire agreement between the Parties and terminate all previous agreements and arrangements in this regard, regardless of their nature.
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