This End User License Agreement (hereinafter referred to as the "Agreement") governs the relations between JDG Augimo Dzmitry Sevastsyan (hereinafter referred to as the "Copyright Holder") and you (hereinafter referred to as the "User"), that arise in connection with the use of the beeRetail service which is accessed online at beeretail.io (hereinafter referred to as the "Service").
The access to the Service is provided on the basis of a paid subscription or as part of beta testing, access granting to the Service trial version.
The Service allows you to send, store, collect, retrieve and access certain business data and other information related to the business of the User, their customers, third parties (hereinafter collectively referred to as the "User Data") in the amount provided by your tariff plan (hereinafter referred to as the "Tariff Plan[a]").
This Agreement is an agreement between the User and the Copyright Holder regarding the provision of a simple (non-exclusive) license (hereinafter referred to as the "License") by the Copyright Holder to the User to use the beeRetail Internet Trade Management Platform software (hereinafter referred to as the “Program”). The scope of the authorities granted to the User on the basis of the License is determined by the terms of the Tariff Plan and this Agreement.
If you purchase a paid subscription to the Service, use the Service on any other legal basis on behalf of a company, organization, or legal entity, this means that you:
a) are an authorized representative of this company, organization, legal entity;
b) have read and understood the terms of this Agreement;
c) have agreed to the terms hereof in the name and on behalf of this company, organization, legal entity.
If you do not have such authorities or do not agree to the terms of the Agreement, you must not accept the terms hereof and cannot use the Service.
Please read this Agreement carefully to ensure that you understand each of its terms and conditions.
Terms and Conditions of End User License Agreement
1. Subject Matter
1.1. The Copyright Holder grants the User the License to use the Program on the terms and conditions set forth herein and in the amount provided for by the Tariff Plan.
1.2. The Agreement shall enter into force from the moment the User expresses the consent with its terms and conditions in the manner provided for in the section 4 hereof.
1.3. The Program is provided just as it is (in accordance with the "AS IS" principle generally accepted in world practice). The Copyright Holder is not responsible for the improper functioning of the Program, errors in the operation of the Program and its integral parts, incompatibility of the Program and the User’s or third parties’ software and hardware. The User uses the Program at their own risk. The Copyright Holder is not responsible for the non-compliance of the Program with the User’s purposes of use or economic expectations.
1.4. The Copyright Holder guarantees that he is a copyright holder of the exclusive rights to the Program.
1.5. The amount of remuneration for License provision shall be established by the price list, which is approved by the Copyright Holder and posted on the website at beeretail.io. The amount of remuneration shall be determined in accordance with the Tariff Plan chosen by the User (parameters of using the Program selected in the My Account).
The Copyright Holder is entitled to unilaterally amend the price list. The price list posted on beeretail.io shall be binding on Users from the moment it is posted on the website, and in case of price changes, from the moment the information on the website is updated.
The Copyright Holder shall open access providing the opportunity to use the Program under the terms and conditions hereof and of the selected Tariff Plan to the User after receiving payment.
The remuneration for License provision shall be transferred to the Copyright Holder in full and in accordance with the Copyright Holder's price list and the Tariff Plan. No deductions are allowed to be made by the User from the amount of the Copyright Holder’s remuneration, including tax deductions. The User shall bear all costs that must be incurred in accordance with the legislation of the country of their location, registration and (or) residence, as well as in accordance with international acts and agreements, including in regard to tax obligations.
2.1. The License to use the Program provided to the User in accordance with the terms and conditions hereof is a simple (non-exclusive) license.
2.2. The License grants the User the right to use the Program in any way that does not contradict the applicable law, but in the amount not exceeding that provided for by the Tariff Plan and (or) other terms and conditions hereof.
2.3. The term of the License shall be determined by one of the following periods:
(a) 30 calendar days from the moment the User completes the registration procedure in accordance with the section 4 hereof and the receipt of the Copyright Holder's remuneration to the Copyright Holder's account; OR
(b) period of less than 30 calendar days, subject to the exhaustion of the limits (quantitative indicators) on the use of the Program, which are determined in accordance with the selected Tariff Plan. The validity of the License in this case shall be terminated, respectively, at the moment the relevant limits are exhausted.
The term (subclauses (a) or (b) of the clause 2.3 hereof) which comes earlier shall be applied.
The term of the License shall be extended for the periods of time specified in the subclauses (a) and (b) of the clause 2.3 hereof, after the User has paid the Copyright Holder's remuneration in accordance with the terms and conditions of the selected Tariff Plan.
2.4. The License applies on the territories of all countries of the world where, in accordance with applicable law, national laws of other countries and international agreements, the Program is provided with legal protection.
2.5. The User is prohibited from providing sub-licenses to third parties, assigning the rights hereunder to third parties.
3. Tariff Plans and Procedure for Using the Program
3.1. Depending on the Tariff Plan chosen by the User, the License (right to use) for the Program may include an opportunity to the User to use the following functionality of the Program in various combinations:
3.1.1. conducting price analytics and dynamic repricing;
3.1.2. analysis of customer information and (or) mailing.
3.2. The access to the Program and its functionality is gained through the User's My Account (hereinafter referred to as the "My Account"). The Copyright Holder provides the User with a login and password to access the My Account. The User is prohibited from transferring their login and password to third parties. The User is solely responsible for any consequences when providing a login and password to third parties, as well as when third parties receive this information as a result of the User's failure to provide adequate protection of the specified data.
3.3. The procedure for conducting price analytics and dynamic repricing.
As part of this functionality, the Program allows the User to perform the following actions:
a) to upload through the My Account a list of goods to be sold by (of interest to) the User;
b) to establish a list of trading platforms that reflect information about the User's goods, similar or identical goods of other sellers. The program automatically collects information from trading platforms about prices at which goods identical or similar to the User's goods are sold by other sellers, as well as information about the sellers of such goods;
c) The Program re-evaluates the assortment of the User's goods specified in the My Account and generates information about the prices at which the User's goods should be sold in order to meet the criteria specified in the My Account. The specified criteria mean indicators established by the User, according to which the prices for goods set by the User shall not exceed the prices of other sellers or shall not be higher than the prices of other sellers by a certain amount, and the like.
The Program collects data at intervals determined by the selected Tariff Plan. Information in the My Account is updated at the same frequency as data collection. Changes in prices of other sellers in the periods between updates of information in the My Account are not a defect in the operation of the Program, and the Copyright Holder is not responsible for this.
The Program analyzes and collects information on the basis of data from trading platforms just as it is. The functionality of the Program does not provide for the verification of the specified information, its inconsistency with reality is not a defect of the Program, and the Copyright Holder is not responsible for this.
The Copyright Holder is not responsible for the impossibility of collecting information from trading platforms and for the non-updating of information in the My Account, if this has become impossible due to failures in the functioning of trading platforms or restriction (temporary or permanent) of access to them (information posted on them).
3.4. The procedure for analyzing information about customers and (or) mailing.
As part of this functionality, the Program:
a) tracks information about the activity of visitors of the Users' online stores (hereinafter referred to as "Visitors"), including information about purchases made by Visitors; goods placed by Visitors in the cart; information how long goods are in the cart;
b) sends notifications about the presence of goods in the Visitors’ cart at the frequency set by the User in the My Account;
c) sends out other information to Visitors at the frequency set in the My Account.
To implement these functions, the Program uses information provided by the User. The User is responsible for ensuring that the Program has access to the information necessary for the implementation of these functions, including information about e-mails of the Visitors required for mailing.
4. User Registration and Acceptance of the Terms and Conditions of the Agreement
4.1. Registration of the User in the My Account on the website beeretail.io/login is an acceptance (hereinafter referred to as "Acceptance") of the Copyright Holder's offer under the terms and conditions hereof.
4.2. By making an Acceptance in the manner specified in the clause 4.1 hereof, the User guarantees that he/she has read and understood, agrees, fully and unconditionally accepts all the terms and conditions hereof and undertakes to comply with them.
4.3. The Copyright Holder is not responsible to the User for any delays and interruptions in the operation of the Program that occur directly or indirectly for a reason that is beyond the scope of the Copyright Holder's reasonable control.
The User agrees that no software is free from errors and that the Copyright Holder does not guarantee that there are no errors in the program code and/or the operation of the Program.
4.4. The Copyright Holder is not responsible for the operation of the software (web browsers, operating systems, etc.) and equipment used by the User to operate the Program or gain access to it.
The Copyright Holder is not responsible for the quality of the services (in particular, data transfer services) required to use the Program, if they are organized by third parties not engaged by the Copyright Holder.
4.5. The User is solely responsible for the security of the means chosen for access to the My Account (login and password), and also independently ensures their confidentiality. The User is solely responsible for all actions (as well as their consequences) in connection with the use of the Program under the User's account, including cases where the User provides their login and (or) password to third parties.
4.6. The Copyright Holder is not responsible for any damage, loss or harm caused to the User, their property or third parties as a result of using the Program.
4.7. The Copyright Holder is entitled to unilaterally amend this Agreement without sending any special notification or obtaining the User's consent. Changes shall be made by updating the text of the Agreement on the beeretail.io website. The new version of the Agreement shall come into force from the moment it is posted on the specified website.
5. Confidentiality Policy
5.1. The use of the Program shall be governed by this Agreement.
5.2. The Copyright Holder undertakes not to transfer information received from the Program Users to third parties. Under no circumstances the Copyright Holder shall transmit information about the commercial indicators of the User's activities, except for withdrawals provided for herein.
The User grants the Copyright Holder the right to publicize and post in the public domain relative figures reflecting the economic effect of the Program in relative values (by what percentage the revenue, conversion, average purchase size and other indicators increased as a result of the Program implementation). The Copyright Holder undertakes not to disclose to public absolute values reflecting the economic effect of the Service use.
5.3. The Copyright Holder undertakes to take reasonable technical and organizational measures to protect the information provided by the Users from unauthorized or accidental access to it by third parties, from destruction, modification, blocking, copying, distribution, as well as from other illegal actions of third parties with it. The Copyright Holder ensures the basic information security in regard to the User's data within the limits determined by the regular terms in accordance with applicable law.
Providing access to the My Account by the User to third parties, including by transferring the login and password, as well as failure to ensure the login and password safety, excludes the responsibility of the Copyright Holder for the safety of the Users' data.
5.4. At the same time, the User understands and agrees that the Copyright Holder cannot provide guarantees of absolute protection of the information provided by the User and guarantees of absolute security of communications between the User and the Program.
5.5. The parties agree to consider the entire volume of information provided to each other hereunder or in connection with the purpose indicated herein, to partners/clients of the parties, as well as of information about this Agreement and the offers made as Confidential Information, unless the provisions of the Agreement and its annexes otherwise directly require.
5.6. Each party receiving the Confidential Information of the other party has no right to disclose Confidential Information to anyone without direct permission and must take all reasonable measures to protect the Confidential Information, including, in particular, all measures it takes to protect its own confidential information.
6. Representations and Warranties
6.1. The User acknowledges that he/she collects, processes and transfers personal data of Visitors, and guarantees that he/she complies with the requirements of legislation and international agreements in the field of personal data, including the requirements of the Regulation (EU) 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation).
By using the Program, the User provides the Program with access to the personal data of Visitors. At the same time, the Copyright Holder is not the subject of processing, collection and other actions with the Visitors' personal data. All actions that may be carried out by the Copyright Holder with the personal data of Visitors are carried out by the Copyright Holder exclusively as part of the execution of the User's instructions and in its interests.
6.2. The User guarantees that he/she has received the consent of the Visitors (personal data subjects) to collect, process, store, transfer (provide) Visitors' personal data in the amount necessary for the Program to perform its functions to third parties with the right to subsequently provide (transfer) them to other third parties on the same terms and conditions.
6.3. The User guarantees that he/she ensures the confidentiality and protection of the collected personal data of Visitors in accordance with the requirements of legislation and international agreements, excludes third parties' access to the personal data of Visitors, if the consent of the Visitors has not been obtained for this.
The User assures that all the necessary organizational, legal and technical measures sufficient and necessary to ensure the safety of the personal data of Visitors are taken.
7. Resolution of Disputes
7.1. All disputes and disagreements that may arise between the parties shall be resolved through negotiations and in the course of pre-court dispute settlement procedure. The deadline for responding to a claim shall be 14 calendar days from the date of its receipt by the recipient party.
7.2. If the parties fail to settle disputes through negotiations and in the course of pre-court dispute settlement procedure, all disputes shall be considered and resolved in the manner prescribed by the current legislation of the Republic of Lithuania.
8. Other Provisions
8.1. This Agreement shall be governed by and construed in accordance with the laws of the Republic of Lithuania (governing law). Issues not solved by this Agreement are subject to consideration and resolution in accordance with the legislation of the Republic of Lithuania in the Vilnius Court of Commercial Arbitration[b]. All possible disputes arising from relations governed by this Agreement shall be resolved in the manner prescribed by the current legislation of the Republic of Lithuania. Throughout the text hereof, unless otherwise explicitly stated, the term "legislation" and (or) "governing law" shall mean the legislation (law) of the Republic of Lithuania[c].
8.2. If, for one reason or another, one or more provisions hereof are found to be invalid or null and void, this shall not affect the validity or applicability of the remaining provisions hereof.
8.3. For violation of any terms and conditions hereof, including in relation to representations and warranties, the User shall be liable in accordance with applicable law. Also, for these violations, the User is obliged to pay the Copyright Holder a fine of 1,000 euros for each violation. The payment of the fine shall not relieve the User from the obligation to indemnify the Copyright Holder for all losses incurred, as well as for loss of expected profit associated with these violations.
8.4. The terms and conditions hereof may be changed by the Copyright Holder on a unilateral basis by making appropriate changes to the Agreement posted at beeretail.io. The revision hereof, taking into account such changes, shall be mandatory for the Parties from the moment it is posted at beeretail.io.
8.5. This Agreement is drawn up in English and in some cases it may be provided to the User for review in another language. In case of discrepancies between the English version hereof and the version hereof in another language, the provisions of the English version hereof shall apply.
[a]Alternative names can be used, for example, "Subscription", "Tariff", etc. The introduction of this term is advisable due to the fact that the volume of services provided will be ranked.
[b]The exact name of the authority with jurisdiction should be indicated. We believe that the lawyer had in mind this particular arbitration. Clarification is required.
[c]Considering that the law of the Republic of Lithuania is governing, it seems inappropriate to give the option to regulate the relations of the parties arising from this Agreement under the law of an alternative jurisdiction (after all, the User can be a resident of any country).