Beyond ML Inc., 10 State Street, Newburyport, MA 01950, United States, File number: 6918840, (hereinafter referred to as the Company) offers the user (hereinafter referred to as the Client) to use Company’s services (hereinafter referred to as the Services) on the terms and conditions set out herein (hereinafter referred to as the General Terms, Terms). The Terms stated below apply to all the Company’s Services. While accessing a particular service of the Company specifically mentioned below with its own regulation, these General Terms apply alongside with the specific service’s terms.
If any provision is not particularly stated in the service’s regulation, the provisions of the General Terms apply.
1.1. By starting to use the Company’s services the Client expresses their full and unconditional acceptance of all the requirements set out in the General Terms. The use of the Services is governed by these Terms, which constitute a legally binding agreement (hereinafter referred to as the Agreement) between the Client and the Company.
1.2. Using the Services on conditions other than those provided herein shall not be allowed unless authorized in writing by the Company. If the Client does not agree to any of the conclusion of the Terms, they shall immediately cease using the Services. Any supplemental terms and conditions or documents that may be posted on the Company’s site: https://sellesta.com/ (hereinafter referred to as the Site) from time to time are hereby expressly incorporated herein by reference.
Company reserves the right, at its sole and absolute discretion, to change or modify provisions of these Terms at any time. Any such changes will become effective since the publication of the new version at https://sellesta.com/terms-of-use. It is the Client’s responsibility to periodically review these Terms to stay informed of updates. Client will be subject to and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms by Client’s continued use of the Services after the date such revised Terms are published. The Client waives any right to receive specific notice of each such change.
1.3. If the Company makes any changes to these Terms as prescribed by Clause 1.2 hereof to which the Client does not agree, the Client shall stop using the Company’s services.
1.4. Client represents and warrants that they have full legal capacity necessary to use the Service according to the Terms; and acknowledge that they have read the Terms, understand, and agree to be bound by their conditions.
By registering to use, logging into, accessing, installing, integrating or using the Services, or otherwise indicating the Client’s acceptance to these Terms whenever the option is presented to the Client: (a) the Client is acknowledging that they have read and understand the most current version of the Terms; (b) the Client is representing that they are of legal age to enter into a binding agreement with Company; (c) the
Client is accepting the Terms and agreeing that they are legally bound by the Terms;
(d) the Client is agreeing that the Terms will be deemed to satisfy any requirement
under applicable law that an agreement between the Client and the Company be in writing; and (e) the Client is agreeing that their actions in registering for or accessing or integrating the Services or otherwise indicating the Client’s agreement to the Terms will be deemed to be Client’s valid authenticated signature for purposes of any applicable law requiring that the Terms between the Client and the Company be signed by the Client in writing.
1.5. If the Client is entering into the Terms on behalf of a company or other legal entity, the Client represents that they have the authority to bind that person or entity to the Terms, and references to “Client” in the Terms will also be read to refer to that person or entity.
2.1. Subject to all terms and conditions of the Terms, including without limitation any registration requirements, the payment of all applicable charges and fees, and the Client agreement to and compliance with any additional terms applicable to the Services, Company grants the Client a limited non-exclusive, nontransferable, nonassignable, non-sublicensable, revocable license, only when the Client is in compliance with all terms and conditions of the Terms, and the Terms have not been terminated, to access and use available features of the Services in accordance with all terms and conditions of these Terms. Any software that may be made available by Company in connection with the Services contains proprietary and confidential information that is protected by applicable intellectual property and other laws.
2.2. Client may access the Services only for lawful purposes. All rights, title, and interest in and to the Services and its components, content and all related intellectual property rights shall remain with and belong exclusively to the Company. Client shall maintain the copyright notice and any other notices that appear on the Services on any copies and any media. Client agrees not to make any other use of the Service that is not specifically permitted in the Terms without the Company’s prior express consent in writing. Without limiting any other term of the Terms, the Client agrees that they will not:
(i) engage in any act not expressly permitted by the Terms, or access or use the Services in violation of the Terms or in violation of any applicable laws, rules or regulations;
(ii) license, sublicense, sell, resell, provide, lease, lend, use for timesharing purposes, transfer, assign, distribute or otherwise commercially exploit or make available the Services or Client’s right to access or use the Services to any third party in any way (unless the Company has given the Client express permission in writing to do so);
(iii) copy, modify, adapt, publicly display or publicly perform or create derivative works of the Service or any portion thereof, or decompile, reverse assemble, or otherwise reverse engineer or attempt to hack or otherwise discover any source code or underlying ideas or algorithms of the Service or any portion thereof, except to the extent as may be expressly permitted by law and authorized hereunder;
(iv) copy the Services or any part, feature, function or user interface thereof, access the Services in order to build a competitive product or service;
(v) attempt to gain unauthorized access to, or otherwise impair the integrity, use or security of the Services or any information accessible thereby (including information of third parties) or any systems or data of the Company or a third party;
(vi) interfere with or disrupt the integrity or performance of the Services or its components;
(vii) use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy or intellectual property rights;
(viii) permit direct or indirect access to or use of the Services in a way that circumvents a contractual usage limit;
(ix) share Client’s account login credentials with any third party;
(x) use the Services to process, store, transmit or receive any information or materials if prohibited under the Terms, by policies of the given online retailer or by applicable laws, rules or regulations.
3.1. The exclusive rights to the Services are owned by the Company. These Terms shall not grant to the Client any rights to use the Services except as provided directly within the Services interface in accordance with these Terms.
3.2. All trademarks, patents, copyrights, and other intellectual property rights owned by either Party (Company or Client) prior to the provision of the Services by the Company shall be and shall continue to be owned solely by such Party, and nothing herein shall be deemed to confer any rights to any such intellectual property on the other Party, except as provided herein.
3.3. Company alone (and its licensors, where applicable) shall own all right, title and interest to the Services, including any derivatives, suggestions, enhancement requests, feedback, recommendations or other information provided by the Client or any other party relating to the Services, and any aggregated metrics, data and trends compiled by the Company. This Agreement does not convey to the Client any rights of ownership in or related to the Services, or any intellectual property rights of the Company. Company’s name, logo, and the product and service names associated with the Service are trademarks of the Company, and no right or license is granted to use them hereunder. The Services and Company’s Site may include trademarks, service marks or logos of third parties, all of which are the property of their respective owners. All content published on the Site belongs to the Company and/or its licensors under applicable copyright law.
3.4. Notwithstanding anything to the contrary contained herein, the Company shall be entitled to adjust the scope of the Services and its functionality to reflect the continuing development of the Services and technical advances. The Client acknowledges and expressly agrees that any results and proceeds from such adjustments, without respect to whether the Client had any influence or input, shall accrue to the sole benefit of Company.
3.5. The Client is prohibited from violating or attempting to violate the security of the Services, including, without limitation, (a) accessing data not intended for such Client or logging onto a server or an account which the Client is not authorized to access; or
(b) attempting to probe, scan or test the vulnerability of a system or network or to
breach security or authentication measures without proper authorization; or (c) accessing or using the Services or any portion thereof without authorization, in violation of these Terms or in violation of applicable law. The Client may not use any scraper, crawler, spider, robot or other automated means of any kind to access or copy data on the Services or Company’s Site, deep-link to any feature or content on the Services or Company’s Site, bypass Company’s robot exclusion headers or other measures we may use to prevent or restrict access to the Services. Violations of system or network security may result in civil or criminal liability. The Client agrees not to use any device, software or routine to interfere or attempt to interfere with the proper working of the Services or any activity being conducted via the Services.
3.6. The Client hereby grants to Company the non-exclusive, non-transferable, limited, revocable right to use Client’s name, trademarks and logo during the terms of the Services being provided to the Client to communicate the relationship with the Client. The Client hereby warrants and represents that it is the true and sole owner of registrations, applications and/or common law rights in and to the trademark, copyright, or other intellectual property rights in and to the Client’s name, trademark and logo. The Client agrees that Company may identify the Client as Company’ customer and may display Client’s logo on Company’s Site.
Client agrees to indemnify, defend and hold Company, its officers, directors, shareholders, predecessors, successors in interest, employees, agents, subsidiaries and affiliates, harmless from any and all demands, loss, liability, claims or expenses, judgments, costs, liabilities, including attorneys’ fees and other professional fees and costs, incurred by Company and/or arising out of or resulting from (1) any actual or alleged violation by Client of any provisions of the applicable law and the Terms (including any representation or warranty herein); (2) any activity related to Client’s Account by Client or any other person accessing the Service with Client’s password; (3) Client’s use of and access to the Services; (4) Client’s actual or alleged violation of any third party right; (5) Client’s actual or alleged violation of any law, rule or regulation; (6) Client’s content or data, including if it causes any damage to a third party. Client’s defense, indemnification and hold harmless obligations in this agreement will survive this agreement and Client’s use of the Services.
5.1. To the fullest extent permitted by the applicable law, the Company provides the Service on an “as is” and “as available” basis and makes no representations or warranties of any kind concerning the Services, express, implied, statutory, or otherwise, including, without limitation, merchantability, fitness for a particular purpose. Company does not warrant that the functions or content contained in the Services will be uninterrupted or error-free, or that Company’s servers are free of viruses or other harmful components, and the Company does not warrant that any of those issues will be corrected. In particular, the Company makes no representation or warranty that the information provided through the Services, regardless of the source, is accurate, complete, reliable, current, or error-free. Company disclaims all liability for any inaccuracy, error, or incompleteness in the Services.
5.2. The Company is not responsible for any damage that may result from the Services and the Client’s dealing with any other service Client or Client of third-party services. The Client understands and agrees that they use any portion of the Services at their own discretion and risk, and that the Company is not responsible for any damage to the Client’s property (including computer system or mobile device used in connection with the Service) or any loss of data, including content.
5.3. Company makes no guarantee or representation of any kind concerning the results of Client’s use of the Services. Any testimonials or examples displayed or depicted through the Site and/or in the Services are only examples of what may be possible. There can be no assurance as to any particular outcome, including increased income, online marketplace ranking, sales, and/or any other outcome, based on the use of the Services or any other products, programs or service offered by Company.
6.1. In no event, under no circumstances and under no legal theory (whether in contract, tort or otherwise) shall the Company or the Company’s affiliates be liable for any direct, indirect, incidental, consequential (including damages from loss of business, lost profits, litigation, or the like), punitive, exemplary or special damages, or for loss of profits or damages incurred directly or indirectly, any loss of goodwill or business reputation, cost of procurement of substitute goods or services, or other intangible loss, arising due to business interruption or from loss or inaccuracy of information and / or moderation of the content, including if and to the extent any of the foregoing arise in connection with this agreement or the Client’s use or inability to use the Services, whether or not such damages were foreseeable and even if the Company were advised that such damages were likely or possible.
6.2. The Company is not responsible for the use of the Services by the Client, the damage it may cause to the Client, the device of the Client or third parties, for any loss of the data, violation of rights, or any other damage. The Services can be used only for information and reference purposes. The Company does not guarantee completeness and accuracy of the Services, the results of the Client’s use of the Services, including Services’ contents, completeness, accuracy, objectivity, lack of bias, lawfulness, compliance with any potentially applicable norms and regulations. The Company does not guarantee Services’ fitness for a particular purpose, including but not limited to conducting accurate calculations, endorsing legally binding and / or relevant actions and / or facts, and any other aims which are out of the scope of the Services functionality.
6.3. Company shall not monitor, scan, edit or control data uploaded by the Client to the Services (hereinafter referred to as the Services Content), in case where such a function is accessible, and does not guarantee that the Services Content does not violate any provisions of the Terms, legal acts, and other applicable documents. The Client acknowledges and agrees that Company shall not preview the Services Content of any kind, hosted and/or distributed via the Services. The Client acknowledges and agrees that she shall evaluate all the risks associated with the use of Services Content, including the assessment of the reliability, completeness, safety, lawfulness or the utility of such content.
6.4. The Client acknowledges that this limitation of liability is an essential term between the Client and the Company relating to the provision of the Services and the Company would not provide the Services without this limitation.
7.1. Company reserves the right to change or extend these Terms at any time with effect for the future only, as far as this appears necessary and does not adversely affect the Client against good faith. Changes and further developments of the Services or other services offered may also require a change or amendment of the Terms.
7.2. Company reserves the right to modify or discontinue the Services at any time with or without notice to the Client, including without limitation by adding or subtracting features and functionality, third party content, etc. In the event of such modification or discontinuation of the Services, the Client’s sole remedy shall be to terminate this agreement or cancel her subscription, if applicable. Continued use of the Services following notice of any such changes will indicate Client’s acknowledgement and acceptance of such changes and satisfaction with the Services as so modified.
8.1. All questions and claims related to the use/inability to use the Services shall be sent to the Company at: [email protected].
8.2. The Client agrees that in the event of any dispute between the Client and the Company, the Client will first contact the Company and make a good faith sustained effort to resolve the dispute before resorting to more formal means of resolution, including without limitation, any court action.
8.3. This agreement shall be governed, construed, and enforced in accordance with the laws of the State of Delaware, without regard to its conflict of laws rules, or international law or convention.
8.4. All disputes arising from application of the Terms, or the use of the Services shall be settled by the court at the Company’s location subject to the mandatory pre-trial settlement of disputes by means of the Client requests via the email according to section 8.1. of the Terms.
9.1. The Client hereby acknowledges and agrees that using the Company’s services, Company may receive anonymous statistical data on the use of the Company’s services and technical information on the software and devices of the Client. Such data is processed by the Company in accordance with the applicable law.
9.2. The Client represents and warrants that during the execution of the Terms they will comply with all the requirements of the applicable legislation on personal data (if such is applicable to the relations of the Parties), and also guarantees that if the transfer of personal data of third parties to the Company takes place, the Client has obtained necessary legal basis for processing such data by the Company, and the relevant third parties are notified of the processing of their personal data (if such notification is required by applicable law). The Client is solely and fully responsible for compliance with the requirements of the applicable legislation on personal data, releasing the Company, its affiliates, partners and / or counterparties from any claims from third parties (including authorized state bodies).
9.3. Any matters related to the processing of the personal data required to provide the Service, as well as the personal data that the Client provides upon the registration or in the process of using the Services shall be governed by the Privacy Policy available at https://sellesta.com/privacy-policy.
9.4. For any questions related to the processing Client information, please contact: [email protected]
10.1. Force Majeure
Neither Company nor Client shall be liable for any delay in performance or nonperformance directly or indirectly caused by or resulting from acts of God, fire, flood, accident, pandemic, epidemic, hackers, third party internet providers, government orders, power failures, nuclear destruction, public health crisis, quarantine, riot, war, government intervention, embargoes, employee strikes or other difficulties which are beyond the reasonable control and without negligence or other fault of such party (“Force Majeure”). Any such Force Majeure event shall not relieve Client of its payment obligations.
10.2. Severability
The invalidity or unenforceability of any provisions of these Terms shall not affect the validity or enforceability of any other provisions of these Terms, which shall remain in full force and effect. Any provision of these Terms which imposes an obligation after termination or expiration of this agreement shall survive the termination or expiration of this agreement.
10.3. Entire Agreement
These Terms constitute the entire agreement between the Client and the Company with respect to the subject matter of these Terms and supersede and replace any other prior or contemporaneous agreements, representations and understandings of the parties, written or oral, or terms and conditions applicable to the subject matter of these Terms. The Company’s past, present, and future affiliates and agents can invoke the Company’s rights under this agreement in the event they become involved in a dispute with Client. Otherwise, these Terms do not give rights to any third parties. 10.4. Assignment
The Client may not assign any of her rights under these Terms, and any such attempt will be void. The Company may assign its rights to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with the Services.
In the event the Company is sold to a third party, such a sale will not be deemed a transfer of personal information so long as that third party agrees to assume Company’s obligations under these Terms.
10.5. Independent Contactor
Company shall, at all times, be deemed to be independent contractors and shall not be deemed to be employees, agents, joint venturers, partners or representatives of the Client, or be authorized or empowered to create any claim, debt or obligation on behalf of the Client.
10.6. Links
In case the Company’s Site and the Service contain links to third party websites or other resources, the Client acknowledges and agrees that the Company is not responsible or liable for the availability, accuracy, content or policies of third-party websites or other resources. Links to such websites or resources are provided only as a convenience to the Client and do not imply any endorsement by or affiliation with the Company. The Client acknowledges sole responsibility for and assumes all risk arising from the use of any such third-party websites or resources.
10.7. Headings
The section headings contained in these Terms are for reference purposes only and shall not affect in any way the meaning or interpretation of these Terms.
10.8. Compliance with Law
The Client is responsible for compliance with the applicable law in using the Services. In all parts of these Terms, unless expressly stated otherwise, the term “applicable law” or “governing law” shall mean both the laws of the State of Delaware and the laws of countries of the Client’s current location or the location of Client’s hardware, as well as of other jurisdictions where he performs legally significant acts hereunder, including but not limited to, any and all by-laws, as well as their binding interpretations and clarifications. If the use of any Services function or feature by the Client is found in breach of the applicable law, the Client shall refrain from using the Services in its entirety.
10.9. Notices
All notices to Client will be effective when sent to the last email or physical address Client provided to Company when accessing the Services. Any notice to Company will be effective when delivered to Company at: [email protected].
10.10. Waiver
Absence of immediate action on behalf of the Company in case of the Client’s violation or breach of any provision of the Terms in no way constitutes Company’s waiver to resort to all the available measures for defense of the Company’s interest later, nor does it constitute Company’s waiver of such rights for defense in any similar future cases or violations.
10.11. Corrections
There may be information in these Terms, on the Service or other resource of the Company that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. The Company reserves the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Services at any time, without prior notice.
The Company offers the Client to use comprehensive data analysis tool, which is intended to be used by sellers and vendors of online marketplaces to help Client make business decisions on online marketplaces (hereinafter referred to as the Discover Service or Sellesta Service) on the terms and conditions set out herein (hereinafter referred to as the Discover Terms or Sellesta Terms).
All the matters not stated in Discover Terms shall be deemed to be regulated as set in the General Terms above.
1.1. To access the Discover Service the Client registers at www.sellesta.com to create an account within the Sellesta Service (hereinafter referred to as the “Account”). With an Account the Client is offered to insert the product code (SKU) or the link to their online marketplace seller’s page to access standard functionality of the Service. Pro functionality is provided to the Client on a payment basis (Subscription fee) and enables the Client to:
• generate a listing scoring report within the limit indicated in the Service interface;
• conduct review analysis within the limit indicated in the Service interface;
• conduct keyword research for listings within the limit indicated in the Service interface;
• publish listings via API within the limit indicated in the Service interface.
The Client agrees that the Company can change the limits mentioned above at its own discretion.
To access functionality of the Sellesta Service and synchronize necessary changes within the Client’s online marketplace seller’s page the Client can give access to their online marketplace API-key to obtain access to page views, sales of a particular unit etc.
The Company can at its sole and absolute discretion set a trial period for the use of Sellesta Service during which the Client may access Sellesta Service functionality for free of charge for a limited period. The Company reserves the right to alter the duration of trial period. The Client is notified of the duration of the trial period and its end via the Sellesta Service interface and by email provided while signing in for the Sellesta Service.
1.2. To receive the Pro functionality of the Sellesta Service the Client should pay in advance the monthly Subscription fee (including VAT if applicable) indicated on the Sellesta Service interface when the Client makes the subscription. A Subscription fee automatically renews monthly and shall continue until it cancelled by the Client by clicking on “Unsubscribe” in the Sellesta Service interface. In case of any problems with the subscription cancellation, the User should contact [email protected].
1.3. Sellesta Service can be provided with advanced functionality on separate conditions of use, which the Client will be notified of at the start of using advanced functionality of the Sellesta Service. To access advanced functionality of the Sellesta Service the Client should contact [email protected] for a custom offer depending on the requirements. The Client understands that the operation of the Sellesta Service may be unencrypted and involve (i) transmissions over various networks; (ii) changes to conform and adapt to technical requirements of connecting networks or devices and (iii) transmission to the Company’s thirdparty vendors and hosting partners solely to provide the necessary hardware, software, networking, storage, and related technology required to operate and maintain the Sellesta Service. The Company shall have no liability to the Client for any unauthorized access or use of any of Client’s data, or any corruption, deletion, destruction or loss of any of Client’s data.
1.4. The Client is obliged to provide Company with all data necessary for the performance as contractually agreed upon. The data will be delivered by linking the online marketplace account of the Client to Client’s Account in the Sellesta Service. This will grant the Sellesta Service access to the data available on the online marketplace account of the Client and allow its analysis. The Client is solely responsible for complying with any online marketplaces and other third-party terms of use and guidelines regulating use of their platforms. It is the responsibility of the Client to analyze and interpret any third-party terms of service applicable to the use of the Sellesta Service, and the Client shall acknowledge that the Company has no control over, and is not a party to, such terms.
1.5. The Client is solely responsible for securing credentials to the Sellesta Service and preventing any unauthorized access of any third-party from accessing the Sellesta Service on the Client’s behalf. The Client is responsible for their account and for their confidential data. The Client should refer to the login and password as confidential information and not disclose them to third parties. All actions performed from the Client’s Account are considered to have been performed by the Client. The Client may not use the Sellesta Service for the purpose of carrying out any activity that is aimed at violating the applicable law, the Sellesta Terms and/or rights and legitimate interest of any third party.
1.6. The Client agrees that the Company, at its sole and absolute discretion, has the right to refuse access to the Service completely or partially to its functionality (if applicable), in case of Client inconsistency with these Sellesta Terms, including, as a result of obtaining complaints from third parties or notifications from any public authority that the actions of the Client may violate the applicable laws.
1.7. The Company reserves the right to change, improve and update the Sellesta Service at any moment without notifying the Client. The Client not willing to use the upgraded Sellesta Service version can either continue using the previous Sellesta Service version (if applicable and available) at the Client’s own risk or stop using the Sellesta Service.
1.8. Notwithstanding anything in these Sellesta Terms to the contrary, the Company reserves the right to suspend its performance hereunder and/or suspend or limit Client’s access to or use of the Service, or to terminate these Sellesta Terms, immediately and without any liability to the Client in the event of (i) a breach of these Sellesta Terms by the Client or (ii) any act or omission of any of the Client that in Company’s reasonable discretion, (a) poses a risk of disruption or interference with any portion of the Service (or the security thereof) or with any other client’s use of the Sellesta Service (or any portion thereof), or (b) constitutes an unreasonable, excessive or abusive use of the Sellesta Service, Company’s systems or resources. Neither termination of these Sellesta Terms or suspension of Client’s use of the Sellesta Service relieves the Client of their obligation to pay any fees due to the Company.
1.9. The cost of the invoiced Sellesta Service includes all applicable taxes, fees, duties and other payments levied in accordance with the tax legislation of the country of our incorporation (if any). These amounts shall be transferred by the Client in full without deduction of any taxes, fees or other payments. If the law of the Client’s country requires the Company to pay any other taxes, charges, duties and/or other payments payable by Company as an income recipient, then the total amount to be paid by the Client shall be increased so as to make the net amount received by the Company equal to the amount calculated in accordance with the appendices, invoice and/or reports hereto.
1.10. The cost of the invoiced Sellesta Service will not include commissions for money transfers and other payments in favor of the organizations that accept and maintain payments. The Client shall pay the above commissions and other charges independently and at their own expense.
1. 11. The stamp duty (if any) arising from these Sellesta Terms shall be paid by the Client in full amount.
2.1. The Sellesta Service may integrate and/or interact with third party platforms, including via
APIs. The Client is solely responsible for determining and ensuring that their use of the Sellesta Service complies at all times with all policies, terms and conditions of third parties that apply to the Client or their use of the Sellesta Service in connection with such third parties. The Client will ensure that their use of the Sellesta Service will at all times comply with all such policies, terms and conditions, and Company has no responsibility to verify Client’s compliance. Company will have no liability to the Client whatsoever for any loss or harm the Client may suffer as a result of their failure to comply with all such policies or agreements or their use of the Sellesta Service in a manner that does not comply with all such policies, terms and conditions.
2.2. TheCompany is not a party to the Client transactions with third parties. The Client agrees that the Company is not a party to any transaction or interaction between them and any third party (including any buyer or seller of any products or services or any operator of a third-party website or service), even if that transaction or interaction is facilitated, in whole or in part, by or through Company or the Sellesta Service. The Client’s transactions and interactions with any third party, including payment and fulfillment, and any other terms, conditions, warranties or representations associated with such transactions or interactions, are solely between the Client and such third party and the Client expressly acknowledges and agrees that such transactions and interactions are at their own risk. The Client agrees that the Company will not be responsible or liable for any loss or damage of any kind or nature incurred as the result of, or in connection with, any such transaction or interaction. The Client also understands and agrees that if there is a dispute between the Clinet and any third party, Company has no obligation to become involved. Company disclaims all responsibility and liability for these transactions and interactions to the fullest extent permitted by law. The Client hereby releases Company, its officers, employees, agents and successors in rights from claims, demands and damages of every kind or nature, known or unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to Client’s transactions or interactions with any third party, including any disputes arising in connection therewith.
2.3. The Company has no affiliation, association, endorsement or sponsorship by online marketplace, or any other third-party platforms. It is Client’s responsibility to analyze and interpret any third-party terms of service applicable to their use of the Sellesta Service, and the Client acknowledges that the Company has no control over, and are not a party to, such terms.
2.4. Without limiting the generality of the foregoing, the Client acknowledges and agrees that for the Sellesta Service to work with certain third-party platforms, the Client must grant the Company access to Client’s applicable third-party account(s). By incorporating third party platforms into the Client’s Account with the Company, the Client authorizes Company access to collect, analyze, and use data collected by or via third party platforms, including, without limitation, Client’s data.
2.5. By using the Sellesta Service, the Client hereby releases the Company from, and waives any and all claims or claim rights that Client may have against Company, and releases and indemnifies Company against any claims that any third party may have against Company, arising from or related to (i) Client’s use of any third party platforms, including if accessed or used via the Sellesta Service, and (ii) third party terms, applicable privacy policies or any other rules or regulations of such third parties entered into by Client or applicable to the Client.
The analytics provided via the Sellesta Service is generated automatically. The Company is not responsible for the use of the Sellesta Service generated analytics, which the Client in its sole risk, including the damage it may cause to the Client, the device of the Client or third parties, for any loss of the data, violation of rights, or any other damage. Analytics generated via the Sellesta Service is provided for reference purpose only. The Sellesta Service as a whole, Sellesta Service generated analytics and its functionality cannot be used for endorsing legally binding and / or relevant actions and / or facts, producing accurate statistics, expressing impartial assessment of the Client by the Company or any other third parties, and any other aims which are out of the scope of the Sellesta Service functionality.
The Company offers the Client an AI-based advertisement generation and automation tool with additional functionality, e.g. landing pages generation, based on the Client’s website (hereinafter referred to as the Acquire Service or TuneTheAds Service) on the terms and conditions set out herein (hereinafter referred to as the Acquire Terms or TuneTheAds Terms).
All the matters not stated in Acquire Terms shall be deemed to be regulated as set in the General Terms above.
1.1. The Acquire Service provides the Client with a tool for building advertising campaigns, keywords suggestion and creating landing pages of the Client’s website.
The Client agrees that for accessing the TuneTheAds Service they submit the link to their website to activate the TuneTheAds Service functionality. The Client understands and agrees that in order to render the TuneTheAds Service the Company parses the Client’s website.
1.2. The Client is required to establish an account to use the Service and/or take advantage of certain features such as creating an advertising campaign. Upon registering an account, the Client agrees:
1.2.1. provide true, accurate, current and complete information about them as prompted by the TuneTheAds Service;
1.2.2. as permitted, maintain and promptly update such information. If the Client provides any information that is false, inaccurate or outdated, or the Company has reasonable grounds to suspect that such information is false, inaccurate or outdated, the Company has the right to suspend or terminate Client’s account and prohibit all current or future use of the Service by the Client; and
1.2.3. that Client’s account is for personal and/or business use. The Client may not resell the TuneTheAds Service. By creating an account, the Client agrees to receive certain communications in connection with the TuneTheAds Service.
1.3. The TuneTheAds Service provides the Company’s proprietary platform for management, planning, optimizing, monitoring and execution of advertising strategies and related activities. The TuneTheAds Service may include the TuneTheAds Service site, database, various software, servers, and also including any changes, updates, upgrades, modifications and enhancements made thereto, and any related modules, addons, tools, browser plugins and applications as well as any documentation relating thereto.
1.4. The TuneTheAds Service enables the Client to download the results of the advertising campaign generation in one of the formats as supported by the Service or to integrate the results to the Clients advertising network such as Google Ads. While integrating with any third-party platform the Client is obliged to the terms set further in Section 2. Third Party Content. Compliance with Third Party Policies and Terms.
1.5. Any content, advertisements and / or keywords generated via the TuneTheAds Service can be used by the Client solely at the Client’s risk. The Client agrees to use the TuneTheAds Service only for lawful purposes and that the Client is responsible for their use of and communications and content they create and further post or transmit via the TuneTheAds Service. The Client agrees not to post or transmit any unlawful, infringing, threatening, harassing, defamatory, vulgar, obscene, profane, pornographic, indecent, offensive, hateful or otherwise objectionable material of any kind, including any material that encourages criminal conduct or conduct that would give rise to civil liability, infringes upon others’ intellectual property rights, impersonates any individual or entity, or otherwise violates any applicable law. The Client agrees not to solicit personal information from minors. The Client agrees not to use the TuneTheAds Service in any manner that interferes with its normal operation or with any other user’s use of the TuneTheAds Service.
1.6. The Client is responsible for their account and for their confidential data. The Client should refer to the login and password as confidential information and not disclose them to third parties. All actions performed from the Client’s account are considered to have been performed by the Client. The Client may not use the TuneTheAds Service for the purpose of carrying out any activity that is aimed at violating the applicable law, the TuneTheAds Terms and/or rights and legitimate interest of any third party.
1.7. The Client agrees that the Company, at its sole and absolute discretion, has the right to refuse access to the TuneTheAds Service completely or partially to its functionality (if applicable), in case of Client’s inconsistency with these TuneTheAds Terms, including but not limited to, as a result of obtaining complaints from third parties or notifications from any public authority that the actions of the Client may violate applicable laws.
1.8. These TuneTheAds Terms shall remain in full force and effect while using the TuneTheAds Service. Without limiting any other provision of these TuneTheAds Terms, the Company reserves the right to, at its sole and absolute discretion and without notice or liability, deny access to and use of the TuneTheAds Service, to any person for any reason or for no reason, including without limitation for breach of any representation, warranty, or covenant contained in these TuneTheAds Terms or any applicable law of regulation. The Company reserves the right to modify or discontinue all or part of the TuneTheAds Service without notice at any time. Company will not be liable to the Client or any third party for any modification, price change, suspension, or discontinuance of the TuneTheAds Service.
1.9. The Company has no obligation to monitor Client’s use of the TuneTheAds Service, but the
Company reserves the right to do so at its own discretion and may prohibit any use of the TuneTheAds Service believed to be (or is alleged to be) in violation of these TuneTheAds Terms or applicable laws and regulations.
1.10. The Client may be granted a trial period of a set duration. Company reserves the right to modify or revoke access to features or the duration of this trial period at any time and without notice.
1.11. Notwithstanding anything in these TuneTheAds Terms to the contrary, Company reserves the right to suspend its performance hereunder and/or suspend or limit Client’s access to or use of the TuneTheAds Service, or to terminate these TuneTheAds Terms, immediately and without any liability to Client in the event of (i) a breach of these Terms by Client or (ii) any act or omission of any of Client that in Company’s reasonable discretion, (a) poses a risk of disruption or interference with any portion of the TuneTheAds Service (or the security thereof) or with any other Client’s use of the TuneTheAds Service (or any portion thereof), or (b) constitutes an unreasonable, excessive or abusive use of the TuneTheAds Service, Company’s systems or resources. Neither termination of these TuneTheAds Terms or suspension of Client’s use of the TuneTheAds Service relieves Client of their obligation to pay any fees due to Company.
1.12. The Client should pay in advance the monthly Subscription fee indicated on the TuneTheAds Service interface when the Client makes the subscription. A Subscription fee automatically renews monthly and shall continue until it cancelled by the Client by clicking on “Unsubscribe” in the TuneTheAds Service interface. In case of any problems with the subscription cancellation, the User should contact [email protected].
1.13. The cost of the invoiced TuneTheAds Service includes all applicable taxes, fees, duties and other payments levied in accordance with the tax legislation of the country of our incorporation (if any). These amounts shall be transferred by the Client in full without deduction of any taxes, fees or other payments. If the law of the Client’s country requires the Company to pay any other taxes, charges, duties and/or other payments payable by Company as an income recipient, then the total amount to be paid by the Client shall be increased so as to make the net amount received by the Company equal to the amount calculated in accordance with the appendices, invoice and/or reports hereto.
1.14. The cost of the invoiced TuneTheAds Service will not include commissions for money transfers and other payments in favor of the organizations that accept and maintain payments. The Client shall pay the above commissions and other charges independently and at their own expense.
1. 15. The stamp duty (if any) arising from these TuneTheAds Terms shall be paid by the Client in full amount.
2.1 The TuneTheAds Service may integrate and/or interact with third party platforms, including via APIs. When using such API, the Client is agreeing to be bound by, e.g. Google Ads Application Programming Interface (API). The Company does not warrant or take any responsibility or liability for any third-party API, integration, functionality, or security. The use of such Third-Party Services in or with the TuneTheAds Service is subject to the applicable licenses, terms of use and conditions of such Third-Party Services. In the event that no such third-party license agreements exist, the restrictions contained in this agreement shall apply on all such Third-Party Services, mutatis mutandis. Company disclaims any warranty or representation with regards to any use of any of such Third-Party Services, which use is on an as-is basis. Client is solely responsible for determining and ensuring that their use of the TuneTheAds Service complies at all times with all policies, terms and conditions of third parties that apply to Client or their use of the TuneTheAds Service in connection with such third parties. Client will ensure that their use of the TuneTheAds Service will at all times comply with all such policies, terms and conditions, and Company has no responsibility to verify Client’s compliance. Company will have no liability to Client whatsoever for any loss or harm Client may suffer as a result of their failure to comply with all such policies or agreements or their use of the TuneTheAds Service in a manner that does not comply with all such policies, terms and conditions.
2.2. Company is not a party to Client’s transactions with third parties. Client agrees that Company is not a party to any transaction or interaction between them and any third party (including any buyer or seller of any products or services or any operator of a third-party website or service), even if that transaction or interaction is facilitated, in whole or in part, by or through Company or the TuneTheAds Service. Client’s transactions and interactions with any third party, including payment and fulfillment, and any other terms, conditions, warranties or representations associated with such transactions or interactions, are solely between Client and such third party and Client expressly acknowledges and agrees that such transactions and interactions are at their own risk. Client agrees that Company will not be responsible or liable for any loss or damage of any kind or nature incurred as the result of, or in connection with, any such transaction or interaction. Client also understands and agrees that if there is a dispute between Client and any third party, Company has no obligation to become involved. Company disclaims all responsibility and liability for these transactions and interactions to the fullest extent permitted by law. Client hereby releases Company, its officers, employees, agents and successors in rights from claims, demands and damages of every kind or nature, known or unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to Client’s transactions or interactions with any third party, including any disputes arising in connection therewith.
2.3. Without limiting the generality of the foregoing, the Client acknowledges and agrees that for the TuneTheAds Service to work with certain third-party platforms, Client must grant the Company access to the Client’s applicable third-party account(s). By incorporating third party platforms into Client’s account with Company, Client authorizes Company access to collect, analyze, and use data collected by or via third party platforms, including, without limitation, Client’s data.
2.4. By using the TuneTheAds Service, Client hereby releases Company from, and waives any and all claims or claim rights that Client may have against Company, and releases and indemnifies Company against any claims that any third party may have against Company, arising from or related to (i) Client’s use of any third party platforms, including if accessed or used via the TuneTheAds Service, and (ii) third party terms, applicable privacy policies or any other rules or regulations of such third parties entered into by Client or applicable to Client.
3.1. In no event, under no circumstances and under no legal theory (whether in contract, tort or otherwise) shall the Company or the Company’s affiliates be liable for any direct, indirect, incidental, consequential (including damages from loss of business, lost profits, litigation, or the like), punitive, exemplary or special damages, or for loss of profits or damages incurred directly or indirectly, any loss of goodwill or business reputation, cost of procurement of substitute goods or services, or other intangible loss, arising due to business interruption or from loss or inaccuracy of information and / or moderation of the content, including if and to the extent any of the foregoing arise in connection with this agreement or the Client’s use or inability to use the TuneTheAds Service, whether or not such damages were foreseeable and even if the Company were advised that such damages were likely or possible.
3.2. The Company is not responsible for the use of the Service by the Client, the damage it may cause to the Client, the device of the Client or third parties, for any loss of the data, violation of rights, or any other damage. The TuneTheAds Service can be used only for information and reference purposes. The Company does not guarantee completeness and accuracy of the TuneTheAds Service, the results of the Client’s use of the TuneTheAds Service, including moderation-related results, its contents, completeness, accuracy, objectivity, lack of bias, lawfulness, compliance with any potentially applicable norms and regulations. The Company does not guarantee TuneTheAds Service’s fitness for a particular purpose, including but not limited to conducting accurate calculations, endorsing legally binding and / or relevant actions and / or facts, and any other aims which are out of the scope of the TuneTheAds Service functionality.
The Company offers the user (hereinafter referred to as the Client) a set of services to use a recommendation tool assisting the end-user to browse through the items available on the Client’s website (hereinafter referred to as the Engage Service or Recommendix Service) on the terms and conditions set out herein (hereinafter referred to as the Engage Terms or Recommendix Terms).
All the matters not stated in Engage Terms shall be deemed to be regulated as set in the General Terms above.
1.1. The Engage Service enables the Client to improve end-user experience while visiting the Client’s e-com website and choosing an item on the Client’s website.
After installation on the Client’s website the Recommendix Service suggests Client’s end-users to complete a survey on the website answering short questions on the item end-users search on the website. Based on the end-user answers the Recommendix Service generates the list of the most corresponding to the end-user request items available on the Client’s website.
1.2. To activate the Recommendix Service the Client integrates it with their website code provided by the Company and provides the Company with the description of stock keeping units (hereinafter referred to as the SKU) available on the Client’s website in an appropriate format as recommended by the Company.
The SKUs which do not meet the Recommendix Service’s requirements are not supported, thus, such SKUs will not be integrated and considered for end-user experience on the Client’s website. The Client is not entitled to correct the contents of the survey for end-users.
1.3. The way of displaying and ranging SKUs is based on completely automated algorithms. The Company does not manipulate positions and ranking of the SKUs displayed to the end-user. The algorithm does not imply any prior or subsequent assessment of the SKUs contents (moderation) regarding their compliance with legal, ethical or moral requirements, and any sort of censorship.
The Company may support additional functionality of the Recommendix Service, enabling the
Client to modify the SKUs ranging. The support of the function may alter depending on Recommendix Service version. The Company is not responsible for omission of any SKUs uploaded by the Client or the delay in their display after submission by the Client, the Company does not guarantee that the SKUs are displayed in an uninterrupted manner and is not responsible for any errors, including those connected with arranging the sequence in displaying SKUs upon Client’s request, if applicable.
Company does not guarantee any quality or content of the displayed SKUs via the Recommendix Service on the Client’s website. The Company does not guarantee to the Client that the results of the end-user search will be exhaustive, and that the end-user will obtain all information available on the Client’s website regarding the request in accordance with the survey completed.
1.4. The Client is responsible for their account and for their confidential data. The Client should refer to the login and password as confidential information and not disclose them to third parties. All actions performed from the Client’s account are considered to have been performed by the Client. The Client may not use the Recommendix Service for the purpose of carrying out any activity that is aimed at violating the applicable law, the Recommendix Terms and/or rights and legitimate interest of any third party.
1.5. The Client agrees that the Company, at its sole and absolute discretion, has the right to refuse access to the Service completely or partially to its functionality (if applicable), in case of Client’s inconsistency with these Recommendix Terms, including, as a result of obtaining complaints from third parties or notifications from any public authority that the actions of the Client may violate the applicable laws.
1.6. These Recommendix Terms shall remain in full force and effect while using the Recommendix Service. Without limiting any other provision of these Recommendix Terms, the Company reserves the right to, at its sole and absolute discretion and without notice or liability, deny access to and use of the Recommendix Service, to any person for any reason or for no reason, including without limitation for breach of any representation, warranty, or covenant contained in these Recommendix Terms or any applicable law of regulation. The Company reserves the right to modify or discontinue all or part of the Recommendix Service without notice at any time. Company will not be liable to the Client or any third party for any modification, price change, suspension, or discontinuance of the Recommendix Service.
1.7. The Company has no obligation to monitor Client’s use of the Recommendix Service, but Company reserves the right to do so at its own discretion and may prohibit any use of the Recommendix Service believed to be (or is alleged to be) in violation of these Recommendix Terms or applicable laws and regulations.
1.8. All Client’s information available in connection to the Recommendix Service use is stored and processed by the Company in accordance with the terms of Privacy Policy available at https://sellesta.com/privacy-policy.
1.9. The Recommendix Service can be used only for information and reference purposes. The Company does not guarantee completeness and accuracy of its contents, and its fitness for a particular purpose, including but not limited to conducting accurate calculations, endorsing legally binding and / or relevant actions and / or facts, and any other aims which are out of the scope of the Recommendix Service functionality.
1.10. The Client may be granted a trial period of a set duration. The Company reserves the right to modify or revoke access to features or the duration of this trial period at any time and without notice.
1.11. To receive the functionality of the Recommendix Service the Client should pay in advance the monthly Subscription fee indicated on the pricing page at www.sellesta.com . A Subscription fee automatically renews monthly and shall continue until it cancelled by the Client by clicking on “Unsubscribe” in the Recommendix Service interface.
1.12. The Recommendix Service can be provided with advanced functionality on separate conditions of use, which the Client will be notified of at the start of using advanced functionality of the Service. To access advanced functionality of the Recommendix Service the Client should contact [email protected] for a custom offer depending on the requirements.
1.13. The cost of the invoiced Recommendix Service includes all applicable taxes, fees, duties and other payments levied in accordance with the tax legislation of the country of our incorporation (if any). These amounts shall be transferred by the Client in full without deduction of any taxes, fees or other payments. If the law of the Client’s country requires the Company to pay any other taxes, charges, duties and/or other payments payable by Company as an income recipient, then the total amount to be paid by the Client shall be increased so as to make the net amount received by the Company equal to the amount calculated in accordance with the appendices, invoice and/or reports hereto.
1.14. The cost of the invoiced Recommendix Service will not include commissions for money transfers and other payments in favor of the organizations that accept and maintain payments. The Client shall pay the above commissions and other charges independently and at their own expense.
1.15. The stamp duty (if any) arising from these Recommendix Terms shall be paid by the Client in full amount.
The analytics provided via the Recommendix Service is generated automatically. The Company is not responsible for the use of the Service generated analytics, which the Client in its sole risk, including the damage it may cause to the Client, the device of the Client or third parties, for any loss of the data, violation of rights, or any other damage. The Recommendix Service as a whole, and its functionality cannot be used for endorsing legally binding and / or relevant actions and / or facts, producing accurate statistics, expressing impartial assessment of the Client by the Company or any other third parties, and any other aims which are out of the scope of the Recommendix Service functionality.