Last updated: Sep 02, 2019
These Terms and Conditions (“Terms“, “Terms and Conditions“) govern the relationship between the upsellbox.com website and its products ("Company", “Service“, “Services“, “Provider“, “us“, “we“, or “our“) and the user and payer of the Services (“User”, “Customer”, or “you”).
Please read these Terms and Conditions carefully before using the Service.
Your access to and use of the Service is conditioned on your acceptance of and compliance with these Terms. These Terms apply to all visitors, users and others who access or use the Service.
By accessing or using the Service you agree to be bound by these Terms.
Provider may, at its sole discretion, offer a Subscription with a free trial for a limited period of time ("Free Trial"). You may be required to enter your billing information in order to sign up for the Free Trial. At any time and without notice, Provider reserves the right to (i) modify the terms and conditions of the Free Trial offer, or (ii) cancel such Free Trial offer.
Provider may, at its sole discretion, offer a free account containing demo data for a limited period of time ("Free Demo"). To qualify for a free demo, Customer must provide the Provider details about Customer's organisation, including organisation name, work contact details and/or further details describing demand planning and logistical use cases and needs of the Customer.
Beta Testing Program
Some parts of Services may from time to time be available for selected Customers in Beta version phase. Such features or parts of Service are marked as Beta when User signs up or otherwise marked as Beta on Service website. Beta features are available for a limited Free Trial mode. Beta version is provided on an “as is” basis without warranty of any kind, whether express or implied, including without limitation, the implied warranties of merchantability, non-infringement, accuracy, completeness, performance and fitness for a particular purpose. Beta version may contain bugs, errors, may not work properly and contain other problems. Notwithstanding anything to the contrary, Provider shall not be responsible for any indirect, exemplary, incidental, special or consequential damages, for error or interruption of use or for loss or inaccuracy or corruption of data or cost of procurement of substitute goods, services or technology or loss of business.
The Services are provided to Customer as a paid service with a custom minimum contract duration ("Minimum contract duration") billed monthly. You will be billed on a recurring and periodic basis (“Billing Cycle“). Billing fee amounts ("Billing fees") are set on a monthly basis. At the end of each Billing Cycle, your Subscription will automatically renew under the exact same conditions unless you cancel it, if your Minimum contract duration has been exceeded, or Provider cancels it. Minimum contract duration is determined by Provider and communicated to Customer before the first Billing Cycle based on Customer's data set size, integration requirements, custom agreements between Provider and Customer and other factors.
Billing fees are determined on an ad-hoc basic and are communication to the Customer before the first Billing Cycle. The Billing fee amount is depends on a selection of features required by Customer and on size of Customer's data, including number of variants, channels and locations.
Provider, in its sole discretion and at any time, may modify the Subscription fees for the Subscriptions. Any Subscription fee change will become effective at the end of the then-current Billing Cycle. Provider will provide you with a reasonable prior notice of any change in Subscription fees to give you an opportunity to terminate your Subscription before such change becomes effective. Your continued use of the Service after the Subscription fee change comes into effect constitutes your agreement to pay the modified Subscription fee amount.
The Service is accessed with an account consisting of a username and password. When you create an account with us, you must provide us information that is accurate, complete, and current at all times. Failure to do so constitutes a breach of the Terms, which may result in immediate termination of your account on our Service.
You are responsible for safeguarding the password that you use to access the Service and for any activities or actions under your password. You agree not to disclose your password to any third party. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account.
As deemed necessary by Provider, before starting Customer's paid usage of the Service, Customer might be required to sign a contract ("Written contract") specifying detailed fees, integration requirements and other factors. Conditions, requirements and terms of the Written contract will supersede and override any claims presented in these Terms.
Restrictions And Responsibilities
You will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services, documentation or data related to the Services; modify, translate, or create derivative works based on the Services (except to the extent expressly permitted by Provider); or remove any proprietary notices or labels. You hereby agree to indemnify and hold harmless Provider against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from your use of Services. Although Provider has no obligation to monitor your use of the Services, Provider may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of these Terms.
Customer shall own all right, title and interest in and to the Customer Data, as well as any data that is based on or derived from the Customer Data and provided to Customer as part of the Services. Provider shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Customer Data analysis and support, and (c) all intellectual property rights related to any of the foregoing. Notwithstanding anything to the contrary, Provider shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Provider will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Provider offerings. No rights or licenses are granted except as expressly set forth herein. Customer agrees that Provider is free to use any ideas, concepts, feature descriptions and know-how communicated by Customer to Provider, without compensation or attribution.
Links To Other Web Sites
Our Service may contain links to third-party web sites or services that are not owned or controlled by Provider. Provider has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party web sites or services. You further acknowledge and agree that Provider shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such web sites or services. We strongly advise you to read the terms and conditions and privacy policies of any third-party web sites or services that you visit.
Rights To Use Logo
Customer grants Provider the right to use Customer's store name, company name and logos in Provider's customer lists and on Provider's public websites.
The Customer will not: use the Service for any unlawful purpose or for the promotion of illegal activities; use the Service to attempt to, or harass, abuse or harm another person or group; use another user’s account without permission; use the Service in any manner that violates the rights of any person, including but not limited to intellectual property rights, rights of privacy or rights of publicity; publish or link to malicious content intended to damage or disrupt another user’s browser, computer, or mobile device; submit competitor monitoring links which point to illegal internet content or web pages.
Sale forecasting accuracy
Sale forecasting may be available under certain features of the Services. Customer understands, that sale forecasting values are not guaranteed to be correct and the Service does not in any way guarantee or imply actual future sales of Customer's variants or SKUs. Predicted sale values are computed using machine learning and statistical algorithms from Customer's historical data. Actual future sales are influenced by many external and unpredictable factors and will differ from predictions provided by Service.
Provider may terminate or suspend your account immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach the Terms. Upon termination, your right to use the Service will immediately cease.
Warranty And Disclaimer
Provider shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Implementation Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Provider or by third-party providers, or because of other causes beyond Provider’s reasonable control, but Provider shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. However, Provider does not warrant that the Services will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from use of the Services. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND IMPLEMENTATION SERVICES ARE PROVIDED “AS IS” AND PROVIDER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
Limitations Of Liability
NOTWITHSTANDING ANYTHING TO THE CONTRARY, PROVIDER AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND PROVIDER’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO PROVIDER FOR THE SERVICES UNDER THIS AGREEMENT IN THE 1 MONTH PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES
If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sub-licensable by Customer except with Provider's prior written consent. Provider may transfer and assign any of its rights and obligations under this Agreement in case of Provider or Service being acquired or merged with another company without consent. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Provider in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Agreement shall be governed by the laws of Slovakia without regard to its conflict of laws provisions.
We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material we might provide at least 15 days’ notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion. By continuing to access or use our Service after those revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, please stop using the Services.