Commerce Sciences Terms and Conditions

Terms and Conditions

Commerce Sciences, Ltd. (“we” or “us”) offers a service (the “Service”) which provides additional functionality to operators and end users of third party internet websites (each, a “Website”). These Terms and Conditions (“Terms”) govern your use of the Service and associated tools and features or any part thereof. “You” means any individual or entity that uses the Service.

Please read these Terms carefully. You must accept these Terms prior to using any part of the Service. By using the Service, you signify your assent to these Terms. If you do not accept these Terms, do not use the Service.

1. Service. Subject to the terms and conditions hereof, you may use the Service on a non-exclusive basis, including any documentation files (“Documentation”) and any upgrades, modified versions or updates of the Service which may be made available to you, solely with respect to Internet websites that you own or control. We may choose to modify the Service (including uploading new versions, changing functionality or modifying the look and feel of the Service) or cease provision thereof at any time, in our sole discretion.

2. Customization. We provide you with the tools to customize certain aspects of the Service in accordance with your needs, including by inserting labeling, trademarks and third party applications (“Your Content”), all as permitted by us.

3. Representations and Warranties. You represent that all of Your Content and any Website with respect to which the Service will be used does not (a) infringe any third party intellectual property or moral rights, including without limitation any rights regarding patents, copyrights, trademarks, databases or trade secrets; (b) contain any defamatory, libelous, racist, obscene or otherwise offensive content; (c) violate any law, regulation or rule; or (d) contain any virus, worm, adware, spyware or otherwise malicious software. In addition, you represent and warrant that the display of the Service on your website as implemented by us will not breach any other contracts or agreements you may have with other parties. You will fully indemnify us for any violation of this Section.

4. Account. To use the Service, you must create an account. We reserve the right to refuse to allow you to open an account for any reason, or to limit the number of accounts you can establish. All information provided in creating an account must be truthful and accurate. We may, for any reason in our sole discretion, terminate or suspend your account. Grounds for such termination may include (i) extended periods of inactivity; (ii) violation of the letter or spirit of these Terms; (iii) fraudulent or illegal behavior; or (iv) behavior that is harmful to other users, third parties, or our business interests.

5. Payment. In consideration for the use of the Service, you shall make payment of amounts as per the plan you selected online, unless otherwise agreed in writing between the parties. Unless agreed otherwise in writing between the parties, monthly amounts due shall be paid in advance, initially on the date that you accept these Terms (or otherwise begin use of the Service), and subsequently on the monthly anniversary of such date, in respect of each month (or part thereof) that you have access to the Service. Amounts due hereunder are exclusive of VAT and applicable taxes. You shall make payments hereunder free and clear, and without deduction or withholding, except as required by law. If you are required by law to make any deduction or withholding, you shall make payment of such additional amounts as is necessary such that we shall receive the amounts due hereunder without any such deduction or withholding.

6. Privacy. The Service may collect information and data in respect of the use of the Website, and we analyze such data to provide and improve the Service. The Service does not collect any information that itself identifies any specific individual or entity, except as expressly set forth herein and as required for provision of the Service. The Service may collect names and e-mail addresses from end users of the Website, only as part of the Service provided for the purpose of gathering such information on behalf of the applicable Website, and we will use such information on behalf of such Website only for such purpose. We will not transfer any information that itself identifies any specific individual or user to any third party except to you, and only upon your express request. We will not link any information that itself identifies any specific individual or user to other information we collect concerning the use of the Website and the activities of the user. We may use aggregate, anonymous information that does not itself identify any specific individual or user for our own commercial purposes, including improving the Service, and provide such information to our commercial partners. We take commercially-reasonable measures and use industry-standard security methods to protect the information we collect. We will provide information as required by law or in compliance with a request from law enforcement authorities. We may use subcontractors that are subject to reasonable confidentiality obligations, and any Website may use subcontractors as may be set forth in that Website’s privacy policy.

7. Website; Infringement. Your Website will include terms and conditions as per industry standards. These terms and conditions will include provisions which satisfy any statutory notice-and-takedown provisions intended to exempt Internet service providers for liability for copyright infringement for user generated content. You will immediately forward to us all infringement notices which relate to the Service or the content included therein. The Website shall include a privacy policy that complies with applicable law and informs users of how the Service collects and uses data.

8. Intellectual Property. You have no ownership rights in the software used to provide Services. Ownership of such software, the Service, Documentation and all intellectual property rights therein and thereto shall remain at all times with us or our licensors. All rights not expressly granted to you herein are reserved by us. You may not remove or obscure any proprietary notice of ours or our licensors from the Services or Documentation, or any component thereof.

9. Restrictions. You shall maintain all copyright and other proprietary notices contained in the Services or software used to provide the Services, including all commercial logos. Except as set forth expressly herein or as expressly permitted via our customization functionality, you shall not, and shall not permit any third party, to (a) reverse engineer or attempt to find the underlying code of the software used to provide the Services; (b) circumvent, disable, or otherwise interfere with security-related features of the Services; (c) modify the Services, or insert any code or product, or in any other way manipulate the Service; or (d) modify, reproduce, sell, lease, rent, create derivative works from, publish by hard copy or electronic means, disseminate, retransmit, circulate to any third party or on any third-party web site, make the Service available to any third party, or otherwise use the Service except as expressly permitted by these Terms. To the extent any of the restrictions set forth in this Section are not enforceable under applicable law, you shall inform us in writing in each instance prior to engaging in the activities set forth above.

10. Usage Restrictions. In making use of the Service, you shall not, directly or indirectly, (a) violate the legal rights of others, including defaming, abusing, stalking or threatening users or infringe our or any third party’s intellectual property rights, moral rights, or other rights; (b) commit any action that does not comply with all applicable laws, rules, or regulations; (c) use or access another user’s account or password without permission or under false pretenses; (d) transfer content that contains, or contains links to, defamatory, libelous, obscene, racist, pornographic or otherwise offensive or illegal material; or (e) transfer any virus, worm, Trojan horse, or other harmful or disruptive component.

11. Confidentiality. You may receive certain information related to our technology or business that we consider to be confidential and proprietary (“Confidential Information”). You hereby agree to keep such information confidential during and after the termination of these Terms and not use except for purposes of using the Service on your Website or in performance of your obligations under these Terms. Confidential Information shall not include information (i) already lawfully known to or independently developed by you without access to our Confidential Information, as shown by documentary evidence (ii) disclosed in published materials, (iii) generally known to the public, (iv) lawfully obtained from any third party without restrictions, or (v) required to be disclosed by law, provided that you shall provide us with prior written notice of such requirement and cooperate with us to minimize or challenge such requirement.

12. Indemnification. You will defend and indemnify us (and our affiliates, employees, officers, directors, partners and agents) from and against any and all third party allegations asserted in any claim, action, lawsuit, investigation or proceeding, whether actual or alleged, arising out of or related in any way to (i) a breach by you of these Terms; (ii) your use of the Service in a manner that may violate any third party intellectual property, moral or contractual rights; or (iii) your use of the Service in violation of any law, regulation or court order or (iv) any claims resulting from the Website not presenting a privacy policy in which end users consent to the provision and use of data as set forth herein.

13. No Warranty. THE APPLICATION, SERVICES AND DOCUMENTATION ARE PROVIDED “AS-IS”. WE EXPRESSLY DISCLAIM ANY WARRANTIES (INCLUDING WITH REGARD TO THE PERFORMANCE OF THE APPLICATION) AND WITHOUT LIMITATION, EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT.

14. Limitation of Liability. IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF DATA OR LOSS OF USE DAMAGES), INCLUDING ARISING OUT OF THE SUPPLY, SALE OR USE OF THE APPLICATION, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANY OTHER PERSON IN EXCESS OF AMOUNTS WE HAVE ACTUALLY RECEIVED FROM YOU IN RESPECT OF YOUR USE OF THE APPLICATION AND SERVICES IN THE 12 MONTH PERIOD PRECEDING ANY CLAIM.

15. Termination. Either party may terminate these Terms at any time. Upon termination, you must immediately cease all use of the Service, Services and Documentation. Sections ‎3 (Representations and Warranties), 5 (Payment), 6 (Privacy), 8 (Intellectual Property), 9 (Restrictions), 10 (Usage Restrictions), 11 (Confidentiality), 12 (Indemnification), 13 (No Warranty), 14 (Limitation of Liability), 17 (Miscellaneous) and this Section 14 shall survive the termination or expiration of this Agreement for any reason. The termination or expiration of this Agreement shall not relieve the parties of payment obligations that have previously accrued. If you have committed to an annual term, termination of this Agreement prior to the conclusion of such term shall not derogate from your payment obligations during such year term, regardless of whether you actually use the Application.

16. Publicity. We shall have the right to include a reference to you, your logo and Website on our website, marketing literature, labeling and in our promotional materials, and may issue press releases regarding your use of the Service. You may not include any references to us or our logo, or issue any press releases regarding the use of the Service, without our express written approval. Either party may re-publish information contained in a previously approved press release, including on a party's website and in marketing materials.

17. Miscellaneous. These Terms represent the entire agreement between the parties regarding the subject matter hereof. A waiver of any default hereunder or of any of the terms and conditions of these Terms shall not be deemed to be a continuing waiver or a waiver of any other default or of any other term or condition. Neither party may assign its rights or obligations hereunder without the prior written consent of the other party, such consent not to be required for the assignment of these Terms to a purchaser of all or substantially all of the assets or share capital of the assignor. Assignments in violation of the foregoing shall be void. If any part of these Terms shall be deemed invalid or unenforceable, such term shall be interpreted to give maximum effect to its provisions, and any such invalidity or unenforceability shall not affect the validity or enforceability of any other part or provision of these Terms which shall remain in full force and effect. We may transfer collected data to an acquirer of all or substantially all of our assets or share capital. These Terms shall be governed by the laws of the State of California, and the competent courts in the Northern District of California shall have exclusive jurisdiction to hear any disputes arising hereunder. We may provide any notices required hereunder to the contact information you have provided in your account registration, and such notices shall be deemed received on the day that they are provided.

Last Updated: April, 2014