General Terms of Use
1. Introduction
These Terms of Use (“Terms”) govern your access to and use of Inovretail’s software-as-a-service (SaaS) solutions, including any software, applications, content, data, information, tools, features, and functionality provided on or through our platform, applications and/or website (collectively, the “Services”).
By accessing or using our Services, you agree to be bound by, and comply with, these Terms and you represent and warrant that you have the right, authority, and capacity to enter into these Terms and to abide by all terms and conditions set forth herein.
If you do not agree with any part of the Terms, you may not access the Services.
Please read these Terms carefully. They include information about our Services, your rights, and other important information.
2. Definitions
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Account: The account created by the Authorized User to subscribe and/or access the Services.
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Authorized User: means an employee of Subscriber who is a natural person, who works within the organization listed on the Services Subscription, and who is designated by Subscriber as a user under these Terms and/or the Subscription. All Authorized Users must: (A) complete the Account registration process using a unique username and password; (B) only access the Services using an email address at the Subscriber’s internet domain; (C) agree to the Terms; and (D) only use the Services on behalf of Subscriber.
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Inovretail: means Inovretail, S.A., a company incorporated under the laws of Portugal, and/or any of its subsidiaries.
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Subscriber: includes either (A) the entity that entered into (or otherwise assumed obligations related to) a Subscription with Inovretail and made you an authorized user under that agreement, or (B) you, if you are not accessing the Services on behalf of an entity that made you an Authorized User under their agreement with Inovretail. If you are an Authorized User and you are employed by an entity that executed a specific agreement with Inovretail under which you are an Authorized User and the terms related to such order form provide for additional or different rights for your use, those terms providing for additional rights will prevail over these Terms.
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Subscription: The purchase of access to the Services for a specified period.
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User Content: means all data and materials provided by Subscriber and/or Authorized Users to Inovretail for use in connection with and for the provision of the Services, including, without limitation, applications, data files, and graphics.
3. Services
3.1 Inovretail the Services via Inovretail’s software-as-a-service (SaaS) solutions, including any software, applications, content, data, information, tools, features, and functionality provided on or through our Seeplus platform, applications and/or website.
3.2 If Inovretail agrees to provide trial access, such access may be limited to certain subsections of the Services.
3.3 Inovretail may modify the Services at any time.
3.4 These Terms are effective upon your use of the Services.
4. Third Party Services
4.1 The Services may include, upon Subscriber’s option, services provided by third party entities. Inovretail acts as a disclosed agent between you and the third-party providers to enable them to provide the third-party services to you. Inovretail does not provide the third-party services itself. All third-party providers are independent third-party entities, registered businesses or other legal entities who are not employed by Inovretail.
4.2 Before using the services provided by third party entities within the Services, you agree that you have read, understood, and consented to the applicable terms to such services.
5. Authorized User Accounts
5.1 The Services may only be accessed through registering for an Account and through valid login credentials issued to you by Inovretail (including a Subscription). You agree to (i) provide accurate, current, and complete information during the registration process; (ii) update such information to keep it accurate, current, and complete; (iii) maintain the security of your password and accept all risks of unauthorized access to your Account.
5.2 Your account username and password are solely for your individual use to access the Services and you may not permit anyone else to use them or your Account. You are responsible for safeguarding your Account access credentials, and for all use of the Services accessed through your Account (including any illicit use of your user ID or password) and for preventing such unauthorized use.
5.3 If you believe there has been unauthorized access or use of the subscribed Services through your Account credentials, you must notify Inovretail immediately by emailing seeplus.support@inovretail.com
6. Use of the Services
6.1 Subject to these Terms and the corresponding Subscription fee payment, we grant you a non-transferable, non-exclusive, revocable, limited right to use the Services for the duration of the Subscription.
6.2 The Services may only be used for the purposes of Subscriber’s internal business operations.
6.3 You agree not to:
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Use the Services for any unlawful purposes or in a way that violates these Terms.
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Interfere with or disrupt the integrity or performance of the Services.
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Transfer, sell, rent, distribute, display, or otherwise disclose any portion of the Services to anyone.
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Use or attempt to use any deep-link, scraper, robot, bot, spider, data mining, computer code or any other device, program, tool, algorithm, process or methodology to systematically access, acquire, copy, or monitor any portion of the Services. Additionally, Subscriber may not modify, decompile, decrypt, disassemble or reverse engineer any portion of the Services.
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Use the Services content in conjunction with any machine learning, neural network, deep learning, predictive analytics or other artificial intelligence computer or software program.
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To violate - through hacking, password mining, or any other means - the security of the Services or attempt to gain unauthorized access to the Services or Inovretail’s computer systems.
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Use the Services in a manner that infringes or violates the intellectual property or proprietary rights of Inovretail or any third party, including, without limitation, the rights of privacy and publicity.
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Use the Services in any manner that is unlawful or that harms Inovretail. Additionally, Subscriber may not use the Services in any way that is fraudulent, false, or deceptive.
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Remove or obscure the copyright, trademark, service mark, or other notices contained in the Services, regardless of whether such notices relate to rights possessed by Inovretail, any of its affiliates or any third-party included in the Services. Subscriber may not use the trademarks, service marks, logos, or other proprietary identifiers of Inovretail, its affiliates or any third-party included in the Services, without Inovretail’s prior written consent.
7. Payment Terms and Subscription
7.1 Subscriber will pay all fees listed in the relevant Subscription order (“Fees”), in accordance with the corresponding payment terms of such Subscription order. The Fees only apply with respect to the term provided in the relevant Subscription order. Unless provided otherwise, all amounts paid under these Terms are non-refundable.
7.2 Subscriber is solely responsible for all applicable sales, use, and other taxes or similar charges or duties incurred in connection with these Terms and the Subscription (collectively, “Taxes”). Subscriber will promptly reimburse Inovretail if Inovretail is required to pay any Taxes for which Subscriber is legally responsible.
8. Reservation of Rights
8.1 Except as detailed below in this Section, all rights - including all copyrights and other intellectual property rights - in the Services belong to Inovretail or corresponding third parties. Unless expressly provided otherwise, nothing in these Terms is to be construed to grant Subscriber any license or right to the Services.
8.2 Inovretail does not claim an ownership interest in any User Content not originally sourced from Inovretail, its affiliates, or any of their partners or suppliers, that is separately uploaded by Subscriber or its Authorized Users onto the Services. Subscriber grants Inovretail a license to display User Content to Subscriber’s Authorized Users as needed to provide the Services.
9. Termination
9.1 We may terminate or suspend your Account, Subscriber’s Subscription and access to the Services immediately, without prior notice or liability, if you breach the Terms or any other contractual provision that may be in force at the date of the relevant breach between Subscriber and Inovretail.
9.2 Subscriber may terminate its Account and Subscription at any time through its Account settings, without prejudice of other specific terms Subscriber may have agreed in writing with Inovretail[NS2] [HL3] .
9.3 Upon termination of this Agreement, you must immediately discontinue use of the Services. Sections 2, 3, 4, 5, 6, 7, 8, 10, 11, 12, 13, 14, 15 and 16 will survive the termination of these Terms.
10. Privacy
By using the Services, you agree that you have read, understood, and consented to the terms of our Privacy Policy, which can be found at [Privacy Policy URL]. Inovretail may amend the Privacy Policy at any time without notice, and the amended Privacy Policy will be accessible through the link above.
11. Representations and Warranties
11.1 Subscriber represents and warrants to Inovretail that Subscriber has the necessary authority to enter into and perform its obligations under these Terms and that these Terms have been duly authorized and executed by Subscriber.
11.2 The Services are provided to Subscriber on an “As-Is” and “As Available” basis. Except as expressly stated in these Terms, there are no representations or warranties about the nature or quality of the Services.
11.3 Inovretail makes no warranty, express or implied, as to the accuracy of the results that may be obtained as a result of using the Services, and Inovretail expressly disclaims any condition of quality and implied warranties of title, non-infringement, accuracy, merchantability, or fitness for a particular purpose. Subscriber represents that it has not relied upon any warranty or representation made by Inovretail except as specifically stated in these Terms.
12. Indemnification
12.1 Subscriber will defend and indemnify Inovretail from any third-party claims, costs, reasonable attorneys’ fees, damages, or other liabilities that arise out of Subscriber’s unauthorized use or disclosure of the Services. For the purposes of this Section 12.1, “Inovretail” includes any directors, officers, employees, or agents of Inovretail.
12.2 Inovretail will (A) promptly notify Subscriber of any claim that would trigger the indemnification obligation in Section 12.1, (B) assist Subscriber, at Subscriber’s expense, in the defense and settlement of the claim, and (C) refrain from settling the claim without Subscriber’s prior written consent so long as Subscriber doesn’t unreasonably withhold or delay such consent. Inovretail can select its legal representation for defense of the claim.
13. Limitation of Liability
13.1 Except as expressly agreed otherwise in these Terms, (A) the Services are provided “as-is” and “as available,” and (B) Inovretail will not be liable for any damages incurred by Subscriber that result from Subscriber’s use of the Content.
13.2 Except for (A) Subscriber’s indemnification obligations under these Terms, (B) Subscriber’s obligations to pay Fees under these Terms, (C) Subscriber’s liability if it breaches the promises contained in Section 11, and (D) Subscriber’s willful misconduct or gross negligence, under no circumstances will either party be liable for any indirect, incidental, special punitive, exemplary, or consequential damages with respect to this Agreement. This categorical limitation on damages applies even if such damages could have been foreseen or prevented.
13.3 Except for (A) Subscriber’s indemnification obligations under these Terms, (B) Subscriber’s obligations to pay Fees under these Terms, (C) Subscriber’s liability if it breaches the promises contained in Section 11, and (D) Subscriber’s willful misconduct or gross negligence, under no circumstances will either party be liable to the other party in excess of the amount of Fees actually paid by Subscriber to Inovretail under this Agreement within the 12 months preceding the liability-causing events.
14. Modifications to the Services and Terms
Inovretail reserves the right to modify or discontinue, temporarily or permanently, the Services or any features or portions thereof without prior notice. Inovretail also reserves the right to modify these Terms at any time. Any changes will be effective immediately upon posting the revised Terms. Your continued use of the Services after the posting of changes constitutes your acceptance of such changes.
15. Jurisdiction and Governing Law
These Terms shall be governed and construed in accordance with the laws of Portugal, without regard to its conflict of law provisions. The parties will resolve any disputes related to these Terms in the competent courts of Porto, Portugal. Each party consents to the jurisdiction of these courts and irrevocably waives any objection to resolving a dispute related to these Terms in these courts.
16. Miscellaneous
16.1 Entire Agreement: These Terms constitute the entire agreement between you and Inovretail regarding the use of the Service, unless otherwise agreed, in writing, between the parties.
16.2 Severability: If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect.
16.3 Waiver: The failure of any party to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision.
16.4 Assignment: You may not assign these Terms or any rights or obligations hereunder without Inovretail’s prior written consent.
16.5 Relationship of the Parties: Nothing in these Terms shall be construed to create a partnership or joint venture between the parties.
Contact Information
If you have any questions about these Terms, please contact us at:
INOVRETAIL, S.A.
Lugar do Espido – Via Norte, Ed. Tech Hub
4470-177 Maia, Portugal