SALEOR COMMERCE TERMS OF USE

The following are terms of a legal agreement between Customer and Saleor Commerce. By placing the Saleor Commerce Order Customer agrees to follow and be bound by the following terms and conditions provided in these "Terms of Use".

  1. DEFINITIONS.

    1. Unless defined elsewhere in the Terms of Use, capitalized terms used in the Terms of Use have the following meanings:

      “Access Data” means login and password provided to Customer by Saleor Commerce.

      “Account Balance Top-up” means submitting funds to the pre-paid Account to enable purchase of the Service by the Customer.

      “Additional Services” means products, applications and tools, including but not limited to Saleor Commerce-branded applications available via the Saleor Marketplace, not covered with the Agreement.

      “Additional Service Terms” has the meaning set out in Section 3.5.

      “Agreement” has the meaning set out in Section 2.1.

      “Authorized Credit Card” has the meaning set out in Section 5.7.

      “Beta Services” has the meaning set out in Section 3.6.

      “Billing Date” has the meaning set out in Section 5.6.

      “Billing Month” means the monthly period starting on the Effective Date (and the corresponding date of each calendar month thereafter), and ending on the corresponding date of the next calendar month.

      “Confidential Information” has the meaning set out in Section 11.1.

      “Complaint” has the meaning set out in Section 7.1.

      “Consumer” means natural person who undertakes legal action with an entrepreneur and said actions are not being directly connected with this natural person’s economic or professional activity.

      “Customer” means a person who has accepted and sent the Saleor Commerce Order.

      “Customer’s Account” means account in Saleor Software established by Customer. Saleor Commerce provides Customer with one or both of two types of accounts: Developer Account or Production Account.

      “Datastore” means persistent storage for a single set of information needed to provide the Services including, but not limited to single set of products, channels, customers data or orders.

      “Developer Account” means an account containing only Sandbox Environments.

      “Effective Date” means the day that the Customer or Customer’s authorized representative has sent the Saleor Commerce Order.

      “Environment” means a single instance of the Saleor Software.

      “Fees” means, collectively, the License Fees and the Resource-Based Charges, and any other fees implemented by Saleor Commerce pursuant to Section 5.3.

      “Force Majeure” means an extraordinary event or circumstance beyond the control of the parties, such as a war, strike, riot, crime, epidemic or other external, unpredictable and irresistible event, which prevents one or both parties from fulfilling their obligations under the contract

      “Initial Term” means a period of 1 month for a Developer Account and a period 3-36 months for a Production Account, agreed by the Parties in the Saleor Commerce Order, during which the Services are made available to the Customer in a paid manner, for Fees paid by the Customer to Saleor Commerce.

      “License Fee” means the Monthly License Fee for Production Accounts and/or Monthly License Fee for Developer Accounts.

      “Marks” has the meaning set out in Section 8.5.

      “Materials” means all content, including photos, images, videos, graphics, written content, audio files, code, information, reports, data, Customer’s Marks, or other content posted, uploaded, collected, generated, stored, displayed, distributed, transmitted or exhibited on or in connection with Customer ’s Account (as such term is defined in these Saleor Commerce Terms of Use).

      “Price List” has the meaning set out in Section 2.3.

      “Production” means supporting commerce transactions or business as well as other activities with potential business value outside the Environment.

      “Production Account” means an account containing at least one Production Environment.

      “Production Environment” means a paid, transactional environment with a production performance profile.

      “Promotion Period” has the meaning set out in Section 5.1.

      “Production Storefront” is a Storefront in Production.

      “Registration” means creation of a Customer’s Account.

      “Renewal Term” has the meaning set out in Section 6.1.

      “Services” means the services provided by Saleor Commerce to Customer pursuant to these Terms of Use.

      “Saleor Commerce” means Saleor Commerce sp. z o.o. with its registered seat in Wrocław, Tęczowa 7, 53-601 Wrocław, entered into Register of Entrepreneurs kept by District Court for Wroclaw-Fabryczna in Wroclaw, VIth Commercial Division National Court Register under the number: 833006, REGON: 385757319, NIP: 8971877170, nominal share capital (entered into register): PLN 330,650.00.

      “Saleor Commerce AUP” has the meaning set out in Section 2.3.

      “Saleor Commerce Privacy Policy” has the meaning set out in Section 2.3.

      “Saleor Commerce Terms of Use” means these Terms of Use.

      “Saleor Commerce Order” has the meaning set out in Section 2.3.

      “Saleor DPA” has meaning set out in Section 2.3.

      “Saleor Commerce IP” has meaning set out in Section 8.3.

      “Saleor Software” means a set of application programming interfaces exposing commerce functionality.

      “Saleor SLA” has meaning set out in Section 2.3.

      “Sandbox Environment” means an Environment meant for testing only, not to be used for commercial purposes.

      “Storefront” is an optional hosting service allowing frontend display.

      “Storefront Terms” has the meaning set out in Section 4.2.

      “Storefront Privacy Policy” has the meaning set out in Section 4.2.

      “Term” has the meaning set out in Section 6.1.

    2. A person or party includes any natural or legal person, entity, firm, company, corporation, government, state or agency of a state or any association, trust, joint venture, consortium or partnership (whether or not having separate legal personality) or two or more of the foregoing.
    3. Words importing one gender shall be treated as importing any gender, words importing individuals shall be treated as importing corporations and vice versa, words importing the singular shall be treated as importing the plural and vice versa, and words importing the whole shall be treated as including a reference to any part thereof.
  2. AGREEMENT.

    1. Agreement. Customer by sending electronically the Saleor Commerce Order and Accepting these Terms of Use concludes an agreement(“Agreement”) with Saleor Commerce in accordance with regulations set below. Sending the Saleor Commerce Order is considered to be aconclusion of the Agreement in accordance with the terms of this Terms of Use and all other documents consisting of the Agreement asset in Section 2.3. below. The conclusion of the first Agreement is preceded by Registration, which is free of charge. Afterconcluding the first Agreement, Saleor Commerce sends the Access Data to the Customer’s Account to the Customer’s e-mail addressprovided in the Saleor Commerce Order.
    2. Effective Date. The conclusion of the Agreement takes place once the following steps are met: (i) in case of Customers who havenot previously registered, proceeding Registration; (ii) the Customer's acceptance of these Terms of Use and documents set out inSection 2.3. below together with designation of the Services purchased by the Customer by selecting the appropriate one of themarkings on the Saleor Commerce Order; (iii) acceptance of the Price List, including acceptance of the prices of the Servicespurchased by the Customer; (iv) payment of the Fees for the provision of purchased Services, if such prior payment is required inaccordance with the Agreement.
    3. Agreement’s governance. The entire relationship between the Customer and Saleor Commerce is set out in these Terms of Use, thePrice List, located at www.saleor.io/pricing (“Saleor Commerce Price List”), the Saleor Commerce Privacy Policy, locatedat www.saleor.io/legal/privacy (“Saleor Commerce Privacy Policy”), the Saleor Commerce Acceptable Use Policy,located at www.saleor.io/legal/aup (“Saleor Commerce AUP”), if applicable the Saleor SLA located at www.saleor.io/legalsla (“Saleor SLA”), the Saleor Commerce Data Processing Agreement (DPA) located at www.saleor.io/legal/dpaand the Saleor Commerce Order, all of whichapply to the Services and are made part of the Agreement. Saleor Commerce provides Customer all aforementioned documents in electronicform under the domain: saleor.io/legal. Please note the DPA requires separate approval.
    4. Interpretation. In case of any conflict between documents set out in Section 2.3. above the more specific regulations shallprevail. To avoid any doubts documents should be interpreted in the following order (i) the Saleor Commerce Order, (ii) the AdditionalService Terms if applicable, (iii) the Price List, (iv) the Saleor Commerce AUP, (v) the Saleor Commerce Data Protection Agreement(DPA), (vi) the Privacy Policy, (vii) the Saleor SLA if applicable, (viii) these Terms of Use.
    5. Registration.I n order to use or access Services, the Customer shall be asked to register one of the following Customer’sAccounts types: Production Account or Developer Account. To register a Customer’s Account Customer agrees to:

      1. provide accurate, current, and complete information about Customer during the registration process;
      2. maintain and promptly update such information to keep it accurate, current, and complete;
      3. maintain the security of password and login information, and not to disclose password or login information to any third party;
      4. accept full responsibility for all use of any Services, and for any actions that arise from or take place when using Services,whether or not the Customer has authorized such actions or use;
      5. immediately notify Saleor Commerce of any unauthorized use of Customer’s Account.
    6. The Customer’s statement. Upon the Effective Date the Customer declares that:

      1. he has read these Terms of Use, as well as other documents set out in Section 2.3. and that he accepts all their provisionswithout reservations;
      2. considers the Price List as appropriate;
      3. data provided during the Registration are true and accurate;
      4. a person who concluded the Agreement on behalf of the Customer was properly authorized to represent the Customer;
      5. the Customer accepts the parameters of the selected Service indicated in Section 3 below.
    7. Services performance. Saleor Commerce starts providing Services to the Customer immediately after the Effective Date.
  3. SERVICES.

    1. Protection of Customer’s Account. The Customer is obliged not to disclose the Access Data used to authorize the Customer’sAccount to third parties and bears full responsibility for any consequences of such disclosure. The Customer undertakes to informSaleor Commerce immediately of any suspicion of unauthorized access to the Access Data by a third party or unauthorized access bythird parties to Customer’s Account. Saleor Commerce undertakes to take all reasonable and technically possible actions to prevent access to the Customer Account by unauthorized persons.
    2. Production Accounts. For a Production Account, Saleor Commerce shall provide hosting and software services for one or more Production Environments during the term. A single Production Environment consists of: (1) Datastore; up to (10) Production Storefronts; and up to (5) Sandboxes with pricing and performance as outlined in the Saleor Commerce Order and Saleor SLA. Production Environments may be added or removed as needed via a new Saleor Commerce Order. Subject to these Terms of Use, Customer retains ultimate administrative control over his Production Account and the content within it.
    3. Developer Accounts. For a Developer Account, Saleor Commerce shall provide hosting and software services for one or more Sandbox Environments during the term. A single Sandbox Environment consists of: (1) Datastore and up to (5) Storefronts with pricing and performance as outlined in the Saleor Commerce Order. Sandbox Environments may be added or removed as needed via a new Saleor Commerce Order. Developer Accounts are for testing purposes only and may not be used in Production. Developer Accounts may be upgraded to Production Accounts at any time via a new Saleor Commerce Order. Subject to these Terms of Use, Customer retains ultimate administrative control over his Developer Account and the content within it. Upgrade does not require additional Registration but may require acceptance of separate set of terms and conditions.
    4. Ancillary Services Provided by Saleor Commerce. The following services shall be provided to Customer during the Term:

      1. if applicable - services set out in SLA;
      2. other ancillary Services indicated in the Saleor Commerce Order.
    5. Additional Services. The Customer may also purchase one or more Additional Services, not subjected to the Agreement. These Additional Services shall be described in Additional Service Terms. Additional Services shall be subject to other or additional rules, guidelines, license agreements, user agreements or other terms and conditions (“Additional Service Terms”). The Customer acknowledges and agrees that Additional Services will be provided in accordance with the methods, conditions and technical and financial regulations, as well as the payment methods described in Additional Service Terms. Those Additional Service Terms shall be available with the relevant products or services by being posted directly on the website of those products or services or by being presented as a separate set of terms and conditions before the time of purchase, download, access, browsing, or use of those Additional Services. To purchase Additional Service the Customer shall submit a new Saleor Commerce Order to Saleor Commerce. Purchasing Additional Services does not require any additional Registration.
    6. Beta Services. From time to time, Saleor Commerce may release service or functionality that may be made available to Customer to try at its option at no additional charge, assuming that these are clearly designated as beta, pilot, limited release, developer preview, non-production, evaluation, or by a similar description (“Beta Services”). Customer may decide to try such Beta Services at its sole discretion. Any terms and conditions shall be available with the relevant products or services by being posted directly on the website of those services or attached to invitation. Saleor Commerce may also provide separate SLA for Beta Services. Beta Services are not subject to the Agreement. Saleor Commerce may at its sole discretion discontinue providing Beta Services at any time. Saleor Commerce does not provide any support for Beta Services and bears no responsibility for any damage that may arise in connection with Beta Services.
    7. Services. Saleor Commerce is not responsible for the malfunctioning of the Services purchased by the Customer in the event that it is a consequence of an incorrect use of the functionality of a specific Service.
    8. Technical requirements. To use the Services provided by Saleor Commerce, the Customer must have a device with Internet access .
  4. CUSTOMER OBLIGATIONS.

    1. Use of the Service. After activating the Service, the Customer may start creating and allocating its Materials, for which it will be solely responsible and to which it will have exclusive access through the Customer’s Account. It is expressly acknowledged that, with respect to any Services, Saleor Commerce will not be subject to any general monitoring obligations and therefore will not control or monitor the conduct or activities of the Customer and / or any third party authorized by that Customer, nor will Saleor Commerce control or monitor the information and / or data and / or content entered into the Environment by the Customer or a third party; in any case, Saleor Commerce does not engage in any activities undertaken by the Customer and / or a third party authorized by Customer to access the Materials. In any case, after gaining access to the Service, the Customer will act as the sole Data Controller, in accordance with the EU Regulation 2016/679 (“GDPR”), in relation to all data entered and / or processed within the above-mentioned infrastructure. Customer shall access and use the Services solely in accordance with the Agreement, including the Saleor Commerce Privacy Policy, and the Saleor Commerce AUP. Customer shall be solely responsible for maintaining the security of created account and fully responsible for all activities that occur under the account. Customer shall immediately notify Saleor Commerce of any unauthorized or suspicious use of Customer’s Account or any other breaches of security. Saleor Commerce will not be liable for any acts or omissions by Customer, including damages of any kind incurred as a result of such acts or omissions. This is without prejudice to Saleor Commerce’s obligations and liability under the DPA.
    2. Storefront Terms. Privacy Policy. Customer using a Production Account will publish in a reasonably prominent manner, on or in the Production Storefront(s), terms of service (“Storefront Terms”) and a privacy policy (“Storefront Privacy Policy”) applicable to users of the Production Storefront(s). The content of the Storefront Terms and Storefront Privacy Policy must be in compliance with applicable laws. The Customer is solely responsible for the content and regulatory compliance of such the Storefront Terms and Storefront Privacy Policy.
    3. Customer’s responsibility. Customer by using Services must not violate any applicable laws, including copyright or trademark laws, export control or sanctions laws, or other laws in Customer’s jurisdiction. Customer is fully responsible for making sure that use of the Services is in compliance with laws and any applicable regulations. Customer must not use the Services for any purpose that is unlawful or prohibited by these Terms of Use or the rules or any applicable provisions of law. Customer must not share, post, publish, transmit or otherwise make available Materials that:

      1. are false or misleading;
      2. invade another's privacy or include, copy or transmit another's confidential information;
      3. abuse, harass, threaten, impersonate, or intimidate others;
      4. are not subject to Customer’s right and authority to make available;
      5. probe, scan or test the vulnerability of a system or network or breach security or authentication measures without proper authorization (or succeeding in such an attempt);
      6. interfere in any way with the Environment or its security, or attempt to use the Environment to gain unauthorized access to any other computer system;
      7. contain any viruses or other components created to harm the functionality of any software.
    4. Materials. Customer is solely responsible for the content of Materials, and for any harm resulting from Materials regardless of the manner in which they are made available. Saleor Commerce shall bear no responsibility due to any public display or misuse of Materials. The Customer is obliged to make backup copies of the Materials.
    5. Saleor Commerce’s rights. Saleor Commerce is entitled to take action, technical, legal, or otherwise, to block, nullify, or deny Customer’s ability to access the Services in situations stipulated in Section 4.3. Saleor Commerce may exercise this right in its sole discretion, and this right shall be in addition to and not in substitution for any other rights and remedies otherwise available to Saleor Commerce. Saleor Commerce may terminate the Agreement or may suspend access to the Services at any time if:

      1. Customer breaches these Terms of Use;
      2. Saleor Commerce reasonably suspects that Customer is using the Services to breach the law or infringe third party rights;
      3. Saleor Commerce reasonably suspects that Customer is using the Services fraudulently, or that the Services are being used by a third party fraudulently.
    6. Taxes. The Customer is obliged to apply the relevant tax regulations in Customer’s jurisdiction on his own, including the calculation or collection of taxes, customs duties, excise duties and other similar duties that may apply in connection with the use of the Service by the Customer. Saleor Commerce is not responsible for the correct performance or non-performance of the aforementioned obligations by the Customer.
    7. Customer’s statement. The Customer declares that he has all appropriate permits to use the software that may be placed and used by the Customer as part of the Materials, and that it will bear all related costs.
    8. Customer’s liability. The Customer is the sole and exclusive person responsible for any activity performed on his behalf and for third parties or performed directly by third parties, related to the use, administration and management of Materials created and allocated through the Service. As a result of and in relation to these activities, the Customer undertakes to:

      1. comply with or enforce on third parties compliance with the applicable norms in this matter, each time applicable, including the legal standard on the protection of personal data (including but not limited to GDPR and Act of May 10, 2018 on the protection of personal data);
      2. indemnify and not cause damage to Saleor Commerce in connection with any claim or claim for damages, whether direct or indirect, of whatever nature or kind, by anyone presented;
      3. indemnify Saleor Commerce against any third party claims and / or claims for losses suffered by them as a result of or in connection with the use of the Service. The Customer will pay all costs, damages and fees, including any legal costs resulting from such actions, and will inform Saleor Commerce if such actions are brought against him;
  5. FEES.

    1. Promotion Period. Saleor Commerce, may at its sole discretion, offer Customer a Promotion Period when some Services performed by Saleor Commerce are free of charge for a closed period indicated in Saleor Commerce Order. The Promotion Period starts with the Effective Date and expires on the date set out in the Saleor Commerce Order.
    2. Monthly License Fee for Production Accounts. After expiration of the Promotion Period, if introduced, Customer is obliged to pay the License Fee for each Billing Month in amount set out in the Saleor Commerce Order. Monthly License Fee is charged for the Initial Term and accordingly to Section 6.1. below for the Renewal Term. If Customer terminates the Agreement prior to the expiry of the Initial Term or if Saleor Commerce terminates the Agreement prior to the expiry of the Initial Term for reason caused by Customer, Customer will be charged for Monthly License Fee for the Promotion Period(s), if any.
    3. Monthly License Fee for Developer Accounts. After expiration of the Promotion Period, if introduced, Customer shall either:

      1. Upgrade Developer Account to a Production Account;
      2. Proceed with Balance Account Top-up to pay the Monthly License for Developer Account in amount set out in the Saleor Commerce Order, if such payment option is available to the Customer; or
      3. cancel the Developer Account.

      In case the Customer does not take any action set out in point a) or b) above, its access to the Developer Account will be suspended. After a suspension that lasts more than 30 days, the Developer Account will be automatically deleted along with all Materials allocated by Customer.

    4. Resource-based Charges for Production Account. Customer using a Production Account shall be also charged Resource-based Charges in addition to the license fee(s). The amount of the Resource-based Charges depends on various factors detailed in the Saleor Commerce Order such as the number of API requests and number of orders processed within each Production Environment. Rate of such charges is detailed in the Price List.
    5. Fee Increases. Saleor Commerce may in its sole discretion introduce a new Price List for Services effective from the new Renewal Term. The Customer will be informed of such changes by e-mail. The above amendments will become effective unless Customer sends withdrawal notice at least 60 days prior to the end of the Initial Term, or 15 days prior to the end of the then-current Renewal Term. If the Customer does not exercise the right of withdrawal in the manner and within the time indicated above, the amendments will be deemed accepted by the Customer.
    6. Billing Dates. The Customer is obliged to:

      1. Proceed with Account Balance Top-up or pay the Fees for each Billing Month on the first day of each Billing Month; or
      2. In case stipulated in Section 5.9, pay invoices issued by Saleor Commercewithin 7 days of the end of the Billing Month; (“Billing Date”).
    7. Authorized Credit Card. To ensure possibility of Top-up Account Balance the Customer shall keep a valid credit card (“Authorized Credit Card”) and also may authorize Saleor Commerce to charge Fees automatically. The method of payment may be changed upon the mutual agreement of the parties.
    8. Account Balance Top-up. Fees for Services will be paid by the Customer via Account Balance Top-up. The amount due from the Customer will be specified in the Price List and Saleor Commerce Order. The Customer may create, allocate, use and manage Materials from the moment of activation of the selected Service, after payment of the amount due and receipt by Saleor Commerce on Billing Date. If the top-up amount has been used up, the provision of the Service may be suspended after 7 days, and its resumption is possible after the purchase of another top-up. The Customer may authorize Saleor Commerce to charge Fees automatically by Authorized Credit Card on each Billing Date for the duration of the Term. The Customer acknowledges and accepts that Authorized Credit Card details used to pay for the Services will be stored by Saleor Commerce’s bank to allow payment for Service.
    9. Credit line. Saleor Commerce may at its sole discretion grant the Customer with a credit line. In such case Parties shall agree the monthly maximum amount of such credit line. Invoices shall be issued monthly, in arrears. If a credit line is exceeded in a given month, Saleor Commerce may either: (i) execute payment by the Authorized Credit Card for the outstanding balance; or (ii) on the Customer’s request increase the credit line. If any invoice remains unpaid for at least 15 days, Saleor Commerce may suspend providing Services or terminate the Agreement according with Section 5.12.
    10. Invoicing. Each top-up purchased by the Customer is marked with its own identification number and will be confirmed in the relevant invoice issued by Saleor Commerce immediately after receiving the payment. In the case stipulated in Section 5.9. invoices shall be issued by Saleor Commerce within 4 days of the end of the Billing Month. The Customer expressly acknowledges and agrees to receive this invoice in electronic format (on the email address indicated in the Saleor Commerce Order). To each invoice Saleor Commerce will add Value Added Tax (VAT), if applicable at the rate applicable on the date of issuing the VAT invoice. Payments shall be effected by transfer to Saleor Commerce’s bank account that is indicated in the VAT invoice.
    11. Applicable Currency. Unless the parties agree otherwise, all Fees and other charges will be calculated in U.S. dollars, and all payments shall be in U.S. dollars (“Applicable Currency”).
    12. Unpaid Fees. If by any reason: 1. in case stipulated in Section 5.8. above - the Services are not paid for at least 7 days, the provision of the Service may be suspended, and its resumption is possible after the purchase of another top-up; 2. in case stipulated in Section 5.9. above - any invoice remains unpaid for at least 15 days, Saleor Commerce may suspend providing Service, and its resumption is possible after paying overdue invoice. The Customer shall make payment of an overdue invoice with statutory interest at the rate of 1.5% per month for late payment.
    13. If the outstanding Fees remains unpaid for 15 days following the date of suspension, Saleor Commerce is entitled to terminate the Agreement.
  6. TERM AND TERMINATION.

    1. Term. The Agreement will be effective on Effective Date for an Initial Term. The Agreement shall be extended automatically by subsequent one month renewal period (each a “Renewal Term”), unless Customer sends a termination notice at least 60 days prior to the end of the Initial Term, or 15 days prior to the end of the then-current Renewal Term. The Initial Term and Renewal Term are collectively referred to as the “Term”.
    2. Termination. In addition to Saleor Commerce’s right to terminate the Services pursuant to the these Terms of Use, the Saleor Commerce AUP and the termination rights set out elsewhere in the Agreement, either party may terminate the Agreement immediately upon written notice if:

      1. the other party assigns or attempts to assign the Agreement to a third-party in violation of these Terms of Use;
      2. the other party receives claims or allegations from third parties or authorities relating to Materials;
      3. the other party shall fail to perform or shall be in breach of any of its obligations under these Terms of Use and such failure or breach shall not be rectified within thirty (30) days after receiving e-mail notice from the other party, specifying the failure or breach and demanding its cessation;
      4. the other party shall substantially cease to carry on business;
      5. a substantial part of the other party’s assets shall be attached or levied by a court or another official agency, if such attachment or levy shall not be removed within thirty (30) days;
      6. winding-up, shall be commenced with respect to the other party, provided that if such proceedings shall be rescinded within thirty (30) days of their commencement, such notice of termination shall have no effect.
    3. Consumer’s rights. The customer who qualifies as a Consumer may exercise his right to withdraw from the Agreement concluded without simultaneous presence of both parties or outside business premises within 14 (fourteen) days from the date of the Agreement, without any penalties or without obligation to state reasons unless the Consumer’s right to withdraw from the Agreement is excluded by law. In particular, the Customer is obliged to expressly state his intention to withdraw from the Agreement by unequivocal declaration of intention to withdraw from the Agreement, sent by registered mail or by e-mail. To meet the deadline, it is enough to send a statement before its expiry. As a result of exercising the right to withdraw from the Agreement, Saleor Commerce will reimburse the Customer without undue delay, but in no case later than 14 days from the date of notification of the intention to withdraw from the Agreement, using the same payment method that was used by the Customer to make the payment, or using procedures agreed with the Customer without incurring any costs by the Customer as a result of such reimbursement.
    4. Effect of Termination. The clauses in these Terms of Use which expressly or impliedly have effect after termination shall continue to be enforceable notwithstanding termination. Upon termination of the Agreement or expiry of the Agreement:

      1. Saleor Commerce will cease providing Customer with the Services and Customer will no longer have access to the administrative accounts and to the Materials;
      2. Customer’s online Environments(s) will be taken offline;
      3. any outstanding balance of any Fees or other charges owed by Customer to Saleor Commerce up to the effective date of termination will immediately become due and payable in full;
      4. both parties shall be relieved of their respective rights and obligations under the Agreement save such rights, obligations and liabilities which (i) were accrued prior to such termination; or (ii) shall survive termination of the Agreement;
      5. if (i) Saleor Commerce terminates the Agreement for a Production Account pursuant to Section 5.12. or Section 6.2 during the Initial Term; or (ii) if Customer terminates the Agreement for any reason other than pursuant to Section 6.2 during the Initial Term, then as a genuine pre-estimate of Saleor Commerce’s damages, and not as a penalty, Saleor Commerce will have the right to charge Customer: (A) the remaining License Fees for the Initial Term, and (B) the License Fees that would have otherwise been payable by Customer during the Promotion Period;
      6. each party will immediately discontinue all use of the other party’s Confidential Information.
  7. COMPLAINTS

    1. The Customer’s reservations. The Customer may submit reservations related to access to the Services, their functioning and quality by way of a complaint (“Complaint”).** **The Customer's Complaint should be sent to Saleor Commerce in writing or by e-mail and should contain:

      1. Customer’s data enabling contact, including data identifying the person submitting the Complaint;
      2. the Service the Complaint relates to;
      3. the subject of the Complaint, the period to which the Complaint relates and presentation of the circumstances justifying the Complaint;
      4. Customer's possible request;
      5. the date of making the complaint and the date of the occurrence of the circumstances justifying the Complaint.
    2. Conditions. The Complaint should be signed or submitted by the Customer or a person duly authorized to represent the Customer.
    3. Term for considering the Complaint. Saleor Commerce will consider the Complaint within 14 days of receipt of a complete Complaint notification, provided that this time may be extended to 30 days in justified cases. Saleor Commerce will inform the Customer whether the complaint is accepted and how it intends to accept.
  8. INTELLECTUAL PROPERTY.

    1. Customer Intellectual Property. All the stored Materials remain the Customer’s property. The Customer undertakes not to infringe any third party’s rights, in particular personal rights, copyrights, rights to patents or trademarks, rights to databases and other intellectual property rights. Saleor Commerce is not responsible for the content of the Materials posted on the Environment(s) or uploaded, stored, disseminated, transmitted or collected by the Customer in any way, in particular in terms of their accuracy, adequacy, quality, integrity, legality, appropriateness and possible infringement or misappropriation of the intellectual property rights of any other party.
    2. Disclaimer. Saleor Commerce will under no circumstances be liable for any data, information or content entered or transmitted and in any event processed by the Customer on the Environment(s), for its own account or for the account of third parties, or entered, sent or processed by third parties authorized by the Customer. Saleor Commerce reserves the right to take any initiative and action to protect its rights and interests, including notifying interested persons about the necessary data to enable Customer identification. In no event shall Saleor Commerce be liable in any way for any damage, direct or indirect, of any kind or type, caused by the Customer to third parties in connection with use of the Services in any way.
    3. Saleor Commerce Intellectual Property. The Customer is obliged to use the Services respecting the intellectual and/or industrial property rights of Saleor Commerce, in particular but not limited to: the Services and any applicable Beta Services, including without limitation any associated software, documentation, applications, websites, tools and products, and any modifications, enhancements and updates (hereinafter referred to as the “Saleor Commerce IP”). The Saleor Commerce IP is the exclusive property of Saleor Commerce and is protected by European, U.S. and international copyright and other intellectual property laws. Therefore, the Customer does not acquire any rights or entitlements in this respect and is only entitled to use them during the term of the Agreement. The Customer is not authorized to undertake any marketing activities relating to the Services by acting as an agent, reseller, distributor or licensee of Saleor Commerce or in any other capacity and, in any event, not to market or use Saleor Commerce’s trademarks and / or images and / or promotional or advertising material or any other intellectual and / or industrial property rights.
    4. Claims of third parties. In the event that a third party takes any legal action against Saleor Commerce for any infringement of intellectual property, in particular copyright or patents, in connection with the usage of Services, the only person liable in relation to these persons is the Customer. In such a situation, the Customer shall be obliged at its own cost and risk to satisfy all claims of third parties in full amount. If Saleor Commerce incurs any costs in relation to claims of third parties, the Customer shall be obliged to return them within 7 days from the date of the request of Saleor Commerce to reimburse those costs. Notwithstanding the above, the Customer shall pay in full all other damages incurred by Saleor Commerce as a result of claims of third parties.
    5. Use of the Customer’s Marks for marketing purposes. The Customer hereby grants Saleor Commerce a non-exclusive right and license to use Customer’s trade names, trademarks, service marks, trade dress or logos (“Marks”) to promote the Services, including the right to publicly identify the Customer as a customer of Saleor Commerce.
  9. REPRESENTATIONS AND WARRANTIES.

    1. Saleor Commerce warranties. Saleor Commerce represents and warrants to the Customer that:

      1. it has full legal capacity and there are no legal nor factual obstacles to conclude the Agreement and perform the obligations arising for Saleor Commerce from these Terms of Use and the Agreement for its term;
      2. the persons acting on its behalf have been duly authorized to do so;
      3. it will provide the Services during the term of the Agreement in accordance with the provisions contained therein.
    2. Customer warranties. The Customer represents and warrants to Saleor Commerce that:

      1. it has full legal capacity and there are no legal nor factual obstacles to conclude the Agreement and perform the obligations arising for the Customer from these Terms of Use and the Agreement for its term;
      2. the persons acting on its behalf have been duly authorized to do so;
      3. it will fulfil its obligations during the term of the Agreement in accordance with the provisions contained therein;
      4. it will not publish, transmit, upload, save any Materials, any other content or links containing them, which can be objectively considered as:

        • portraying, promoting, supporting, or in any way relating to pedophilia, racism, fanaticism, or containing pornographic content inconsistent with applicable law;
        • violent, threatening, harassing or hateful content;
        • unethical or misleading with respect to any country's consumer protection laws, including chain letters or pyramids;
        • offensive or violating the privacy of people;
        • posing a risk to the safety of persons and health, a risk to public security or the health of the general public, jeopardizing national security or disrupting investigations carried out by appropriate authorities;
        • improperly revealing trade secrets or information that is confidential or owned by third parties;
        • enabling or helping third parties to circumvent copyright;
        • violating the copyrights of third parties, brands, patents or other rights owned by third parties;
        • promoting drugs, violating export control laws, illegal gambling and illegal arms trade;
        • promoting other illegal activities or incitement to any illegal behavior in violation of applicable law or other harmful or fraudulent behavior that may lead to legal proceedings against Saleor Commerce;
        • containing or installing any viruses, malware, worms, trojan horses of other harmful content;
      5. it will use services for lawful purposes only.
    3. Disclaimer. Other than expressly set forth in this Terms of Use, Saleor Commerce makes nor gives any other representations or warranties under or relating to the Agreement or the Terms of Use whatsoever and expressly disclaims all other representations and warranties, whether express, implied or statutory, including warranties of merchantability, durability or fitness for particular purpose.
  10. LIMITATION OF LIABILITY.

    1. Third party claims. In the event that a third party raises a claim against Saleor Commerce for any reason related to the Customer's unauthorized or unlawful use of the Services, the Customer shall take all steps necessary to protect Saleor Commerce from these claims. In particular, the Customer undertakes to immediately provide explanations to the person making the claim, to provide legal assistance to Saleor Commerce, to join the proceedings conducted next to or in place of Saleor Commerce, and to release Saleor Commerce from all claims, as well as to reimburse Saleor Commerce for the costs of legal services and other expenses related to the conduct of the dispute.
    2. Limitation of liability. In no event Saleor Commerce shall be liable for:

      1. permanent or temporary inability to provide the Services or failure to perform or improper performance of the Services due to Force Majeure or any other circumstance for which Saleor Commerce is not responsible in accordance with generally applicable law;
      2. any profits lost by the Customer;
      3. consequences of improper use of the Services by the Customer;
      4. consequences of the Customer's breach of the Agreement or these Terms of Use;
      5. consequences of the use of information and software downloaded by the Customer from the Internet or for their content, if they do not come from Saleor Commerce;
      6. consequences of the Customer's provision of any content using the Services;
      7. consequences of the use of information authorizing access to the Services by third parties, if these persons came into possession of this information as a result of its disclosure by the Customer or as a result of insufficient protection of information by the Customer against access by such persons.
    3. Warranty or guarantee. Saleor Commerce's liability under the warranty or guarantee is excluded, with the exceptions described in the Saleor SLA. Above exclusion shall not apply to Consumer.
  11. CONFIDENTIALITY AND PRIVACY

    1. Confidentiality Obligations. The parties undertake to keep secret and counteract the disclosure of confidential information, i.e. all information and data not disclosed to the public and having economic value for the parties, including technical, technological, organizational and commercial information and data (hereinafter referred to as the "Confidential Information").
    2. Confidential Information. Confidential Information may include, but is not limited to: products, services, specifications, technical data, formulas, equipment, business strategies, policies or practices, know-how, customers, markets, software, source codes, drawings, developments, processes, designs, pricing information, inventions, ideas and other information or their possible uses which are owned or in the possession of any party.
    3. Measures of protection. The parties undertake to take appropriate measures to ensure the protection of the Confidential Information. Transfer of the Confidential Information will be limited to the employees of each party which are directly involved in cooperation under the Agreement. The parties shall inform its employees about the confidential nature of the Confidential Information and ensure that they comply with the terms of the Agreement.
    4. Purpose of use. Confidential Information will be used by the parties and its employees only in connection with the execution of the Agreement.
    5. Mandatory consent to disclose. Subject to Section 11.6 below, the parties as well as its employees will not disclose the Confidential Information to any third parties without the prior written consent of the other party.
    6. Disclosure upon legal obligation. If, in accordance with the applicable law, any party is obliged to disclose Confidential Information in a manner appropriate to the request of the competent authority, the other party shall promptly provide it with the request and limit the scope of Confidential Information transferred to the requirements arising from the request.
    7. Term. The confidentiality obligation referred to in this section of the Terms of Use shall apply both during the term of the Agreement and after its termination, for an indefinite period.
    8. Personal Information. The provisions of the DPA and the Saleor Commerce Privacy Policy will govern Saleor Commerce’s use and storage of, and access to, personal information of the Customer, its purchasers, users or Store visitors transmitted via or stored on the Services. Saleor Commerce declares that data, including personal data, provided by the Customer will be stored in the European Economic Area (EEA) or outside EEA at the choice of the Customer. In the case of data stored outside the EEA, Saleor Commerce shall ensure security measures for such a transfer compliant with the provisions of GDPR.
  12. PERSONAL DATA

    1. The Customer undertakes to provide complete and true data by concluding the Agreement. If it occurs that the data provided by the Customer is false or incomplete, Saleor Commerce has the right to block and then delete all Customer data. Saleor Commerce is not responsible for the effects that may result from the provision of false data by the Customer.
    2. The Customer agrees and authorizes Saleor Commerce to process its personal data, to the extent necessary to perform the Services and according to the provisions of the DPA.
    3. Saleor Commerce provides measures and conditions to prevent access, acquisition and modification of the Customer’s data by unauthorized persons.
    4. Notwithstanding the data subject's rights under GDPR the Customer has the right to view and edit their personal data using the Customer’s Account and to request the deletion of their data, if they are no longer needed to provide Services by Saleor Commerce.
    5. The Customer declares that he has been informed about the purpose, scope of data collection and processing by Saleor Commerce within the limits specified in the Saleor Commerce Privacy Policy.
  13. MISCELLANEOUS

    1. In matters not covered by these Terms of Use, the provisions of Polish law shall apply, in particular the Civil Code and the Act on the provision of electronic services.
    2. The Agreement shall be governed by and interpreted in accordance with the applicable laws of Poland. Any disputes arising from the implementation of these Terms of Use will be settled on an amicable basis (through mutual negotiations), and in the event of failure to reach an agreement by the court competent for the seat of Saleor Commerce and in the event of disputes with Consumers - by the court competent in accordance with statutory rules.
    3. If one or more provisions of these Terms of Use are or become invalid or ineffective, this does not affect the validity or effectiveness of their remaining provisions.
    4. Saleor Commerce is entitled to provide services to competitors of the Customer and does not promise exclusivity to the Customer.
    5. All notifications connected with these Terms of Use of the Agreement shall be made in writing and sent to Saleor Commerce personally, by courier, certified mail or email to the following addresses:

      Saleor Commerce, Tęczowa 7, 53-601 Wrocław, Poland

      Attn: General Counsel,

      contracts@saleor.io.

      The Customer provides information on the delivery addresses in Saleor Commerce Order.

    6. These Terms of Use may be amended by posting by Saleor Commerce a revised version on its website. Saleor Commerce will inform Customer in advance about the amendments to these Terms of Use. Customer’s continued use of or access to the Services following the notification of any changes to these Terms of Use constitutes acceptance of those changes. The content of these Terms of Use will be provided to the Customer at his/her request made at the e-mail referred to in Section 13.5.
    7. The Agreement and any appendices attached hereto and any documents set out in Section 2.3. form the entire agreement between the parties and terminate all previous agreements and arrangements in this regard, regardless of their nature.
    8. The provisions of these Terms of Use shall be interpreted in accordance with the applicable provisions and rules of Consumer protection, and in no event shall exclude or limit the obligatory regulation within that scope.

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