These Terms of Service contain the terms and conditions that govern all use of the entire Outvio Platform (as defined below) and Services (as defined below) and all content, services and/or products available on or through the Platform (collectively, the “Outvio Services”).
PLEASE READ THESE TERMS CAREFULLY. BY REGISTERING FOR, ACCESSING, BROWSING, AND/OR OTHERWISE USING THE OUTVIO SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, DO NOT ACCESS, BROWSE OR OTHERWISE USE THE PLATFORM OR THE OUTVIO SERVICES.
The Supplier may, in its sole discretion, elect to suspend or terminate access to, or use of the Outvio Services to anyone who violates these Terms.
If you register for a free trial of the Outvio Services, the applicable provisions of these Terms will govern that free trial.
The original language of these Terms is English. The Supplier may make available translations for convenience. In case of conflicts between the original English version and any translation, the English version shall prevail.
The following terms, when capitalised, shall have the meanings ascribed to them below:
Account – the primary means for accessing and using the Outvio Services, which may be subject to payment of a Fee designated in the selected Plan;
Activity – tasks, events and actions of different type (such as managing orders, generating picking lists, shipping out orders etc.) performed on the Outvio Platform that can be associated with an Order, a Shipment, or a User;
Authorization – the set of rights and privileges on the Web Site assigned to a User by a Client;
Client – a natural or legal person who has accepted these Terms with the Supplier;
Client Data – Files and any other digital data and information, which is subjected to the Outvio Services or otherwise inserted to the System by the Client (including the specific Users, Orders, Products and Shipments associated with the Client);
Content – any data and information available through Outvio Services or contained within the structure of the System: articles, documents, brochures, presentations, pictures, images, audio-visual works, other informational materials and any comments;
Courier – any national or international parcel delivery and transportation company that delivers Shipments processed via the Outvio Platform;
Delivery Package – physical packaging in which the Order received by the Client is being delivered to its destination
Files – documents of any kind (images, spreadsheets, text files, etc.) that are introduced into the System by the Client, and usually associated with a particular Shipment or an Order;
Final Shipping Cost – the price of a Shipment delivered via the Outvio Platform by a Courier, based on the number, size and weight of the Delivery Packages provided by the Courier
Free Trial – temporary access for the purposes of trying out the Web Site and Outvio Services in accordance with any selected Plan without paying a Fee;
Guidelines – additional guidelines or rules applicable to specific features, applications, products, or services which may be posted from time to time on the Platform or otherwise made available on or through the Outvio Services;
Order – a compilation of data received from the Client representing information regarding goods to be delivered (including the destination, content, price and quantity) that needs to be processed through the Outvio Platform into a Shipment;
Outvio – SaaS solution through which Outvio Services are provided by BJ Technologies OÜ, a private limited company established under the laws of the Republic of Estonia, having its principal place of business at Soo tn 1b/7-90, Tallinn 10414, Estonia, and registered in Estonian Commercial Register under code 14250864.
Outvio Materials – the visual interfaces, graphics, design, systems, methods, information, computer code, software, services, “look and feel”, organization, compilation of the content, code, data, and all other elements of the Outvio Services;
Outvio Services – the Web Site, Services, System, Content, Platform and all content, services and/or products available on or through the Platform;
Payment Period – a recurring length of time over which the Client processes the Shipments on the Outvio Platform and the Supplier issues invoices for these Shipments. Unless agreed otherwise, the Payment Period is one week.
Plan – various criteria related to the use and functionality of the contracted Outvio Services and on which the Plan Fee is based;
Plan Fee – regular payment for using the activated Account;
Platform – the user interface through which the Client manages their Orders and Shipments;
Products –goods that the Client is offering to persons through its outlets, including online shops;
SaaS – Software as a Service
Shipment – an Order that has been processed on the Outvio Platform representing a physical package that will be delivered to a customer of the Client by a Courier. A Shipment can comprise of one or more Delivery Packages;
Shipping Cost Estimate – the estimated price of a Shipment based on the information provided by the Client regarding the number, size and weight of Delivery Packages
Shipping Fees Invoice – an invoice issued by the Supplier to the Client regarding the Shipments processed on and delivered via the Outvio Platform during the Payment Period based on the Final Shipping Costs of those Shipments provided by the Couriers. The Shipping Fees Invoice does not include the Plan Fees.
Special Terms – any specifications and conditions by which the parties have agreed to deviate from these Terms;
Stage – the status of an Order at a certain point in time;
Supplier – BJ Technologies OÜ
System – the integrated cloud computing solution for providing the Outvio Services, including applications, software, hardware, data bases, interfaces, associated media, documentation, updates, new releases and other components or materials provided therewith;
User – a natural person granted with the Authorization to use the Account on behalf of a Client;
Web Site – the compilation of all web documents (including images, php and html files) made available via www.outvio.com or its sub domains or domains with identical names under other top domains and owned by the Supplier.
2. AUTHORITY TO ENTER INTO THESE TERMS WITH THE SUPPLIER
The use of the Outvio Services is subject to acceptance of these Terms. To accept these Terms for itself or on behalf of a Client, a person must have the legal capacity to do so. In the case of an individual, the individual must be at least 18 years of age or have valid authorization from his/her legal representative or custodian. In the case of a legal entity, the entity must be duly incorporated and in good standing.
The Terms are accepted as soon as one of the following occurs first:
- the person has received the confirmation of the creation of an Account and the necessary credentials from the Supplier in order to log in to his/her/its Account; or
- for those Outvio Services and parts of the Web Site the use of which is not dependent on creating an Account, upon the moment of gaining access to such services.
You may not, without the Supplier’s prior written consent, access the Outvio Services:
- for production purposes,
- if you are a competitor of Outvio,
- to monitor the availability, performance or functionality of the Outvio Services or
- for other benchmarking or competitive purposes.
Once accepted, these Terms remain effective until terminated as provided herein.
3. MODIFICATIONS TO TERMS
The Supplier reserves the right, at its sole discretion, to change, modify, add, or remove portions of the Terms at any time by posting such changes on or through the Platform or the Outvio Services. Please check these Terms periodically for changes. Your continued use of the Outvio Services after such changes have been posted as provided above constitutes your binding acceptance of such changes. Such amended Terms will automatically be effective upon the earlier of:
- your continued use of the Outvio Services, or
- 30 days from posting such modified Terms on or through the Platform.
Notwithstanding the foregoing, the resolution of any dispute that arises between you and the Supplier will be governed by the Terms in effect at the time such dispute arose.
4. OUR RESPONSIBILITIES
4.1 Provision of Outvio Services.
The Supplier will:
- make the Outvio Services, Content and the Client Data available to a the Client pursuant to these Terms,
- provide applicable standard support for the Outvio Services to the Client at no additional charge, and/or upgraded support (for an additional charge, if applicable),
- use commercially reasonable efforts to make the Outvio Services available 24 hours a day, 7 days a week, except for:
- planned downtime (of which the Supplier shall give advance electronic notice as provided in the Guidelines), and
- any unavailability caused by circumstances beyond the Supplier’s reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, war, strike or other labour event, internet service provider failure or delay, or denial of service attack.
4.2 Protection of the Client Data.
- to provide the Outvio Services and prevent or address service or technical problems,
- as compelled by law in accordance with Section 7.5 (Compelled Disclosure) below, or
- as the Client or User expressly permit in writing.
4.3 Application of Terms of Service of Third Parties
The Client acknowledges that by using Outvio Services it is also agreeing to follow the Terms of Service of third parties, including the Couriers, the Supplier partners with in order to provide its services to the Client.
The links to the Terms of Service of each of our partners can be found in the Store Settings section of the Client’s Outvio account
The Supplier is not responsible for any loss or damage arising to the Client due to not following these Terms of Service of third parties.
5. USING THE OUTVIO SERVICES
5.1 Establishing an Account.
Certain features, functions, parts or elements of the Outvio Services can be used or accessed only by holders of an Account. The person who wishes to create an Account must:
- complete the sign-up form on the Web Site; and
- accept these Terms by clicking “Sign up” or another similar button
Each Client may have only one Account. If several persons need to use an Account on behalf of the Client, the Client must designate such persons as Users. Each such User shall be subject to the restrictions set forth in these Terms.
If the Client has designated Users and granted them Authorization, such Users will be deemed to be authorized to act on behalf of the Client when using the Account. The Supplier is not responsible for verifying the right of representation or validity of Authorization of any User. However, the Supplier may ask additional information or proof of the person’s credentials.
A User may be associated with multiple Clients and Accounts. Deleting a User from one Account will not remove the User from the Platform if he/she is connected to multiple Accounts.
The Client and any User associated with an Account must provide the Supplier with true, accurate, current, and complete information about the Client, Users or the Account and keep it up to date.
5.2 Logging Into an Account.
The Supplier shall provide the Client with a username and password (“Login Credentials”) to be used to log in to its Account. These Login Credentials must not be used by multiple persons. If the Client has designated several Users, each User will be provided with separate Login Credentials. The Client and each User are responsible for keeping confidential all login credentials associated with an Account. The Client must promptly notify the Supplier of:
- any disclosure, loss or unauthorized use of any Login Credentials;
- a User’s departure from the Client’s organization;
- a change in a User’s role in the Client’s organization;
- any termination of a User’s rights for any reason.
5.3 Termination of Account.
The Client may terminate these Terms at any time as provided in Section 16. The Supplier shall permanently delete the Account as soon as reasonably practicable after the effective date of the termination.
6. FEES AND PAYMENT
6.1 Plan Fees.
The use of an Account may be subject to a Fee depending on the Plan chosen by the Client. Upon sign-up for an Account, the Client must select a Plan. Different rates apply to different Plans.
The applicable Fee is charged in advance on monthly or annual payment intervals unless agreed otherwise between parties.
All Fees are non-refundable, i.e. there are no refunds or credits for periods where the Client did not use an activated Account, used it only partially, or deactivated the Account or terminated these Terms during an ongoing payment interval.
If, after signing up, the Client elects to upgrade to a more expensive Plan, the unused portion of any prepaid Plan Fees shall be applied towards the Plan Fee of the more expensive Plan.
All Plan Fees are exclusive of all taxes, levies or duties applicable under any applicable law unless stated otherwise. The Client is solely responsible for the payment of such taxes, levies or duties.
6.2 Shipping Fees.
Shipping Fees will be applied to each Shipment sent out by the Client using the Outvio Platform.
The Shipping Fees depend on the Plan chosen by the Client and vary according to the number, size and weight of Delivery Packages in the Shipment. The Client can find the exact Shipping Fees applicable to their Shipments at the Store Settings section of their Outvio account.
Shipping Cost Estimates are calculated based on the information given by the Client regarding the size and weight of the Delivery Packages in the Order. The Shipping Cost Estimates serve solely for the purpose of providing information to the Client regarding the likely cost of the Shipment.
The Final Shipping Cost is calculated after the Shipment has been processed by the Courier based on the actual size and weight of the Delivery Packages as reported by the Courier.
The size and weight of the Delivery Packages reported by the Courier might differ from those reported by the Client. In case of such discrepancies, the measurements provided by the Courier shall be used to calculate the Final Shipping Cost.
6.3 Free Trial.
A new Client may be entitled to a Free Trial, unless the Client has applied for the Account as a result of an ongoing marketing campaign organized by the Supplier in co-operation with its partners.
If the parties have not agreed otherwise, the default Plan for the Free Trial shall be the Plan with the highest rate of Plan Fee.
The Client is not required to provide any credit card information during the period of Free Trial unless they are using the Outvio Platform during the Free Trial to make shipments. In this case a credit card will be required, but will only be charged with the Shipping Costs, no Plan Fees will be charged during a Free Trial.
If the period of the Free Trial has expired, the Account will be automatically downgraded to a free plan or deactivated if no such free plan exists.
In order to prevent downgrading/deactivation or to upgrade/reactivate the Account, the Client is required to select a suitable Plan and pay the first Plan Fee. If the Client does not pay the first Plan Fee within 2 weeks as of the expiry of the Free Trial, the Supplier has the right to permanently delete the Account, including all the Client Data therein.
In addition to the current collection of Plans, the Supplier may offer special discounts and motivation schemes (for example finder’s fees, etc.).
6.4 Payment of Fees
Based on the Final Shipping Costs a Shipping Fees Invoice will be issued to the Client for the Shipments sent out using the Outvio Platform during the Payment Period.
The standard Payment Period is one week unless otherwise agreed with the Client.
The Shipping Fees Invoice amount will be deducted from the credit card provided by the Client or via direct debit at the end of each Payment Period.
In order to secure an uninterrupted service to Clients, the Supplier may book an amount on the Clients credit card based on the Shipping Fees applicable and the estimated Shipments volume of the Client for the next Payment Period. The Client will be notified of such bookings beforehand.
Once the Shipping Fees Invoice amount has been deducted from the credit card or received via direct debit, the booked amount will either be released or used to secure the Shipments for the next Payment Period.
6.5 Credit Card Authorization.
The Supplier may seek pre-authorization of the Client’s credit card account prior to your purchase of Outvio Services in order to verify that the credit card is valid and has the necessary funds or credit available to cover the fees.
The Client authorizes the credit card account to pay any amounts described herein and authorizes the Supplier to charge all sums described in these Terms to the credit card account.
The Client agrees to provide the Supplier updated information regarding the credit card account upon the Supplier’s request and any time the information earlier provided is no longer valid.
6.6 Late Payments.
Upon delay with any payments, the Supplier may require the Client to pay interest on the delay (penalty for late payment) for the period as of the time the payment obligation falls due until conforming performance is rendered. The interest rate of penalty for late payment due is 0.1% per day.
7. CLIENT DATA
7.1 Uploading the Client Data to Platform.
If the Client uploads any Client Data to the Platform, such Client Data and any processing of such Client Data must be in compliance with these Terms and applicable law. All rights, title and interest in and to the Client Data belong to the Client or third persons (including Users) whether posted and/or uploaded by you or made available on or through the Outvio Services by the Supplier. By uploading Client Data to the Platform, the Client authorizes the Supplier to process the Client Data.
The Client is responsible for ensuring that:
- the Client and any of the Users associated with the Account do not create, transmit, display or make otherwise available any Client Data that violates these Terms, the rights of the Supplier, other Clients or Users, or is harmful (for example viruses, worms, malware and other destructive codes), offensive, threatening, abusive, harassing, tortuous, defamatory, vulgar, pornographic, obscene, invasive of another’s privacy, defamatory, hateful or otherwise unlawful; and
- the Client and all of the Users associated with the Account have the necessary rights to use the Client Data, including to insert it into the Platform and process it by means of the Account.
7.2 No Guarantee of Accuracy.
The Supplier does not guarantee any accuracy with respect to any information contained in any Client Data, including Order information, and strongly recommends that the Client carefully reviews what they transmit, submit or post to or through the Outvio Services.
You understand that all information contained in the Client Data is the sole responsibility of the person from whom such Client Data originated. This means that the Client, and not the Supplier, is entirely responsible for all the Client Data that is uploaded, posted, transmitted, or otherwise made available through the Outvio Services, as well as for any actions taken by the Supplier, Couriers, other Clients or Users as a result of such Client Data.
7.3 Exposure to Other Client’s Client Data.
A Client may, in certain circumstances, allow the Supplier to expose their Client Data to other Clients or Users for training and marketing purposes. You understand that the Supplier cannot, and does not, review all the Client Data and does not endorse any Client Data. You further understand and acknowledge that you may be exposed to other Client’s Client Data that is inaccurate, misleading, offensive, indecent, or objectionable. The Supplier shall not be responsible for any Client Data, including, without limitation for the accuracy, completeness, relevancy, content of any Client Data.
7.4 Unlawful Client Data.
The Supplier is not obliged to pre-screen, monitor or filter any Client Data or acts of its processing by the Client in order to discover any unlawful nature therein. However, if such unlawful Client Data or the action of its unlawful processing is discovered or brought to the attention of the Supplier or if there is a reason to believe that certain Client Data is unlawful, the Supplier has the right to:
- notify the Client of such unlawful Client Data;
- deny its publication on the Web Site or its insertion to the System;
- demand that the Client bring the unlawful Client Data into compliance with these Terms and applicable law;
- temporarily or permanently remove the unlawful Client Data from the Web Site or Account, restrict access to it or delete it.
If the Supplier is presented convincing evidence that the Client Data is not unlawful, the Supplier may, at its sole discretion, restore such Client Data, which was removed from the Web Site or Account or access to which was restricted.
In addition, in the event the Supplier believes in its sole discretion that the Client Data violates applicable laws, rules or regulations or these Terms, the Supplier may (but has no obligation), to remove such Client Data at any time with or without notice.
7.5 Compelled Disclosure.
The Supplier may disclose the Client’s confidential information to the extent compelled by law to do so. In such instance, the Supplier will use commercially reasonable efforts to provide the Client with prior notice of the compelled disclosure (to the extent legally permitted) and the Client shall provide reasonable assistance, at its cost, if the Client wishes to contest the disclosure. If the Supplier is compelled by law to disclose the Client’s confidential information as part of a civil proceeding to which the Supplier is a party, and the Client is not contesting the disclosure, the Client will reimburse the Supplier for its reasonable cost of compiling and providing secure access to that confidential information.
8.1 Use of the Outvio Services.
Subject to these Terms, and the payment of the applicable Plan and Shipping Fees, the Supplier grants the Client and its authorized users a non-exclusive, non-transferable, non-sub-licensable license to use the Outvio Services to:
- collect, store and organise Client Data, such as add new Orders, create picking lists and Shipments and monitor their evolvement through the next Stages;
- add new Users and grant them Authorizations, assign Activities to a particular User;
- modify and delete Client Data;
- customise the standard features of the Outvio Services;
- receive reasonable help and guidance from the Supplier regarding the use of the Outvio Services.
8.2 Technical Support.
The Supplier shall provide reasonable technical support to the Client and its authorized Users at the reasonable request of the Client. The Supplier shall respond to enquiries of support from the Client utilizing the contacts set forth below as soon as reasonably possible. Responding to enquiries of the Clients and Users who have accepted these Terms but do not have an Account may be less expedient, or may not occur at all.
The contacts for all enquiries of support are:
- instant messaging,
- built-in notification application on the Web Page,
- e-mail: email@example.com
8.3 Modifications to Service.
The Supplier reserves the right to modify the Outvio Services or any part or element thereof from time to time without prior notice, including, without limitation:
- rebranding the Outvio Services at its sole discretion;
- ceasing providing or discontinuing the development of any particular Outvio Service or part or element of the Platform temporarily or permanently;
- taking such action as is necessary to preserve the Supplier’s rights upon any use of the Outvio Services that may be reasonably interpreted as a violation of the Supplier’s intellectual property rights, distribution of internet viruses, worms, Trojan horses, malware, and other destructive activities or illegal activity.
As applicable, the Client may be notified of such modifications when logging in to the Account.
Any significant modifications, e.g. change in applicable rates for the Outvio Services, will be notified thirty (30) days before the effective date of such modification.
If the Client does not accept the modification, the Client shall notify the Supplier before the effective date of the modification, and these Terms will terminate on the effective date of the modification. The Client’s continued use of the Outvio Services, or any part or element thereof, after the effective date of modifications shall indicate its consent to the modifications. The Supplier shall not be liable to the Client or to any third person for any modification, suspension or discontinuance of the Outvio Services, or any part or element thereof.
9.1 Prohibited Activities.
The Client and its authorized Users may use the Outvio Services and any part or element thereof only in the scope, with the means and for purposes as identified in these Terms and applicable law. By way of example, neither the Client nor any User may:
- use the Outvio Services or any part or element thereof to commit a crime, breach any applicable law or entice or invite others to carry out such illegal actions;
- copy, duplicate, distribute, modify, adapt, hack, create derivative works, reverse engineer or decompile the Outvio Services or any part or element thereof, or attempt to extract the source code thereof, unless (i) it is expressly allowed under applicable law, and (ii) to the extent that the Supplier is not permitted by that applicable law to exclude or limit the foregoing rights;
- use the Outvio Services or any part or element thereof unless it has agreed to these Terms.
9.2 Uses Requiring the Supplier’s Consent.
The Client or any User may not, without the Supplier’s prior express written consent (e-mail, fax, Skype, etc.):
- sell, resell, lease, license, sublicense, distribute, provide, disclose, divulge, exploit or otherwise grant Access or make the Outvio Services available in whole or in part to any third persons unless such third person is another authorized User of the same Client;
- use the Outvio Services or any part or element thereof in a scope, with means or for purposes other than those for which their functionality was created;
- use the Outvio Services or any part or element thereof by means of programs that send them automatic enquiries or requests, unless such a program has been made available by the Supplier;
11. INTELLECTUAL PROPERTY RIGHTS
11.1 Outvio’s Intellectual Property Rights in the Outvio Services.
The Outvio Services, Outvio Materials, Outvio trade names and trademarks, and any parts or elements thereof are solely and exclusively owned and operated by the Supplier and its third party vendors and hosting partners. Outvio Materials are protected by copyright, trade dress, patent, trade secrets, and trademark laws, international conventions and treaties, and all other relevant intellectual property and proprietary rights laws. The Supplier, its affiliates and licensors retain all right, title and interest in such Outvio Services, Outvio Materials, Outvio trade names and trademarks, and any parts or elements. Your use of the Outvio Services and Outvio Materials, and any parts or elements does not grant to you any ownership right or intellectual property rights therein. Any commercial or promotional distribution, publishing or exploitation of the Outvio Materials is strictly prohibited unless you have received the express prior written permission from the Supplier or the otherwise applicable rights holder. The Supplier reserves all rights to the Outvio Services, Outvio Materials and Outvio trade names and trademarks not expressly granted in the Terms.
11.2 Content Owned by Outvio.
Subject to these Terms and the payment of the applicable Plan and Shipping Fees, the Supplier grants the Client and its authorized users a non-exclusive, non-transferable, non-sub-licensable license to download a single copy of any part of the Content solely for your personal, non-commercial use if you retain all copyright and proprietary notices that are contained in such part of the Content. You expressly acknowledge that you do not acquire any ownership rights by downloading any copyrighted material from or through the Platform or the Outvio Services. You shall not copy, distribute or publish any Content or any information obtained or derived therefrom except as permitted on or through the Outvio Services or as otherwise permitted by applicable law.
11.3 Client Data.
The Supplier may use the Client Data in an aggregated and anonymized format for research, educational and other similar purposes.
The Supplier may not otherwise use or display the Client Data without the Client’s written consent.
The Supplier respects your right to exclusive ownership of your Client Data. Unless specifically permitted by you, your use of the Outvio Services does not grant the Supplier the license to use, reproduce, adapt, modify, publish or distribute the Client Data created by you or stored in your Account for the Supplier’s commercial, marketing or any similar purpose.
The Client expressly grants the Supplier the right to use and analyse aggregate system activity data associated with use of the Outvio Services by the Client and its Users for the purposes of optimizing, improving or enhancing the way the Outvio Services operate, and to create new features and functionality in connection with the Outvio Services in the sole discretion of the Supplier.
The Client is solely responsible for its own Client Data and the consequences of posting or publishing them on or through the Outvio Service. In connection with the Client Data, the Client affirms, represents, and warrants that:
- the Client either owns it’s Client Data or has the necessary licenses, rights, consents, and permissions to use and authorize the Supplier to display or otherwise use the Client Data under all patent, trademark, copyright, trade secrets, or other proprietary rights in and to your Client Data in a manner consistent with the intended features of the Outvio Services and these Terms, and to grant the rights and license set forth in Section 11.3(a), and
- the Client Data, the Supplier’s or any Outvio Licensee’s use of such Client Data pursuant to these Terms, and the Supplier’s or any Outvio Licensee’s exercise of the license rights set forth in Section 11.3(a), do not and will not:
- infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right;
- violate any applicable law or regulation anywhere in the world; or
- require obtaining a license from or paying any fees and/or royalties by the Supplier to any third party for the performance of any Outvio Services the Client has chosen to be performed by the Supplier or for the exercise of any rights granted in these Terms unless the Client and the Supplier otherwise agree.
If the Client or a User provides the Supplier with any comments, bug reports, feedback, or modifications for the Outvio Services (“Feedback”), the Supplier shall have the right to use such Feedback at its discretion, including, but not limited to the incorporation of such suggested changes into the Outvio Services. The Client or User (as applicable) hereby grants the Supplier a perpetual, irrevocable, non-exclusive, royalty-free license under all rights necessary to incorporate, publish, reproduce, distribute, modify, adapt, prepare derivative works of, publicly display, publicly perform, exploit and use your Feedback for any purpose.
12. THIRD-PARTY SITES, PRODUCTS AND SERVICES
The Outvio Services may include links to other websites or services (“Linked Sites”) solely as a convenience to the Clients. The Supplier does not endorse any such Linked Sites or the information, material, products, or services contained on or accessible through Linked Sites. Furthermore, the Supplier makes no express or implied warranties with regard to the information, material, products, or services that are contained on or accessible through Linked Sites.
Access and use of linked sites, including the information, material, products, and services on linked sites or available through linked sites, is solely at your own risk.
Any content referred to as community provided is provided by third parties and not developed or maintained by Outvio. By using any community marked code or libraries in your software development, you acknowledge and agree that Outvio is not in any way responsible for the performance or damages caused by such community provided code or library.
13. DISCLAIMERS; NO WARRANTY
Unless otherwise expressly stated by the supplier, the Outvio Services, Outvio Material, and any content, services, or features made available in conjunction with or through the Outvio Services are provided “as is” and “as available” without warranties of any kind either express or implied. To the fullest extent permissible pursuant to applicable law, the supplier and its affiliates disclaim all warranties, statutory, express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement of proprietary rights, correctness, accuracy, and reliability.
Unless otherwise expressly stated by the supplier, the supplier and its affiliates do not warrant that the Outvio services and any content, the Client Data services, or features made available in conjunction with or through the Outvio Services will be uninterrupted or error-free, that defects will be corrected, or that the Outvio Services and any content, the client data, services, or features made available in conjunction with or through the Outvio Services or the server that makes them available are free of viruses or other harmful components.
Unless otherwise expressly stated by the supplier, the supplier and its affiliates do not warrant or make any representations regarding the use or the results of the use of the platform, the Outvio Services, Outvio Material or any linked sites, in terms of correctness, accuracy, reliability, or otherwise.
The laws of certain countries and states do not allow limitations on implied warranties or the exclusion or limitation of certain damages. If these laws apply to you, some or all of the above disclaimers, exclusions, or limitations may not apply to you, and you might have additional rights.
You agree to defend, indemnify and hold harmless the Supplier and its affiliates, and their respective directors, officers, employees and agents, from any claims, losses, damages, liabilities, including attorney’s fees, arising out of your use or misuse of the Outvio Services, Outvio Materials, representations made to the Supplier, its affiliates and/or third parties, violation of these Terms, violation of the rights of any other person or entity, or any breach of the foregoing representations, warranties, and covenants. The Supplier reserves the right, at its own expense, to assume the exclusive defence and control of any matter for which you are required to indemnify the Supplier, and you agree to cooperate with such defence of these claims.
15. LIMITATION OF LIABILITY
15.1 No Liability:
The Supplier shall not be liable to the Client or User for any consequences resulting from:
- any modifications in these Terms, calculation and rates of Fees, the Outvio Services, Outvio Material, or any part or element thereof (including but not limited to Account), including any error, permanent or temporary interruption, discontinuance, suspension or other types of unavailability of the Outvio Services or Outvio Material;
- deletion of, corruption of, or failure to store any Client Data;
- use of the Client Data by the Client or any of the Users associated with the Account;
- upgrading or downgrading the current Plan;
- any disclosure, loss or unauthorized use of the login credentials of the Client or any authorized User due to the Client’s failure to keep them confidential;
- the Client’s use of the Account or the Outvio Services by means of browsers other than those accepted or supported by the Supplier;
- the application of any remedies against the Client or authorized Users by the Supplier, for example, if the Client or User has committed a crime or conducted a breach of applicable law by using the Outvio Services or any part or element thereof;
- the differences between technologies and platforms used for access, for example, if certain features, functions, parts or elements of the Outvio Services are designed for use on a personal computer or laptop and do not function on a mobile platform or a tablet;
- the Supplier’s application of the remedies described in these Terms, even if the reasonable grounds or legal basis for the application of these remedies turned out to be unfounded or invalid afterwards.
- any loss or damage due to the failure of services provided by Partners or third parties, including the Couriers;
- In addition, the Supplier and its affiliates shall not be liable to the Client for any claim by any User, person, or third persons against the Client arising out of the Client’s failure to:
- provide the Supplier with accurate Client Data or information about the Client, Users or Account;
- notify the Supplier of any reasons due to which a User does not have the right to use the Account on behalf of the Client;
- provide any Products which it has agreed to provide to such a person (whether such failure arises as a result of the Supplier’s negligence, breach if these Terms or otherwise);
- ensure the lawfulness of the Client Data;
- obtain the necessary rights to use the Client Data; or
- abide by any of the restrictions described in these Terms.
15.2 Limitation of Liability.
In no event shall the aggregate liability of Outvio and its affiliates arising out of or related to these terms exceed the total amount paid by the client hereunder for the Outvio Services giving rise to the liability in the six months preceding the first incident out of which the liability arose. The foregoing limitation will apply whether an action is in contract or tort and regardless of the theory of liability but will not limit the Client’s payment obligations under the “Payment” section above.
15.3 Exclusion of Consequential and Related Damages.
In no event will either party or its affiliates have any liability arising out of or related to these Terms for any lost profits, revenues, goodwill, or indirect, special, incidental, consequential, cover, business interruption or punitive damages, whether an action is in contract or tort and regardless of theory of liability, even if a party or its affiliates have been advised of the possibility of such damages or if a party’s or its affiliates’ remedy otherwise fails of its essential purpose. The foregoing disclaimer will not apply to the extent prohibited by law.
16. TERMINATION OF THESE TERMS
16.1 For Convenience.
These Terms may be terminated for convenience upon written notice to the other party as indicated in the “Notice” Section below:
- by the Client any time by clicking the no-questions-asked cancellation link on the Web Site, when logged in to the Account, or if the Client is paying for the Service with a PayPal account, by revoking the billing agreement on its PayPal profile;
- by the Supplier upon a decision to end provision of the Outvio Services and close the Platform; or
- immediately by either party, if proceedings are initiated for the other party’s liquidation or insolvency or a negotiated settlement with the other party’s creditors is concluded or an assignment is made on behalf of the other party for the benefit of creditors.
16.2 For Default.
These Terms may be terminated for default upon written notice to the other party as indicated in the “Notice” Section below:
- by either party in case of breach of these Terms by the other party, if the breach has not been cured within 30 days of receipt of a notice from the non-breaching party; or
- immediately by either party if the other party breaches its obligations, as applicable under Sections 11, Intellectual Property Rights, and 14, Indemnification, of these Terms.
16.3 Effect of Termination.
Upon termination of these Terms,
- the Supplier shall deactivate and permanently delete the Account, as soon as reasonably practicable after the effective date of termination of these Terms. If the Client has specifically requested for an earlier deletion of the Account, the Supplier shall fulfil such request within 1 month of its receipt of such request.
- the Client must:
- stop using and prevent the further usage of the Outvio Services, including, without limitation, the Platform;
- pay any amounts owed to the Supplier under these Terms; and
- discharge any liability incurred by the Client before under these Terms prior to their termination; and
- The following provisions shall survive the termination of these Terms: Sections 1, 7.5, 9, 10, 11, 13, 14, 15, 17 and 18.
If the Supplier terminates these Terms as a result of an uncured breach by the Client or User, the Supplier is entitled to use the same or similar remedies against any other persons who use the Outvio Services in conflict with these Terms. Notwithstanding the foregoing, the Supplier may also apply any other remedies available to it under the applicable law. Upon application of any remedies, the Client or User may lose Access or suffer a loss of certain features, functions, parts or elements of the Outvio Services.
If the Supplier has reasonable grounds to believe that the Client’s or User’s use of the Outvio Services, including the Account may harm any third persons, the Supplier has the right to take adequate measures under its control to prevent, stop and eliminate the harm, where possible, in order to protect those third persons.
17. WHO YOU ARE CONTRACTING WITH
By accepting these Terms, the Client is contracting with BJ Technologies OÜ, Soo 1b/7-90, 10414.
17.2 Governing Law and Jurisdiction.
In the event of a dispute, controversy or claim arising out of or in relation to these Terms, including but not limited to the formation, validity, breach or termination thereof, the parties shall attempt to solve the matter amicably in mutual negotiations. In the event a mutually acceptable resolution cannot be reached within a reasonable time, either party will be entitled to seek all available remedies, including legal remedies subject to the terms and conditions set forth below. Notwithstanding the foregoing and subject to the terms and conditions set forth below, either party may seek injunctive relief with respect to any disputed matter to the extent possible under applicable law. Should an amicable settlement between parties not be possible, the dispute shall be finally solved in court or by arbitration as designated herein subject to the terms and conditions set forth below.
The United Nations Convention on Contracts for the International Sale of Goods (Vienna Convention of 1980) shall not be applied to these Terms.
These Terms (and any further rules, policies or guidelines incorporated by reference herein) shall be governed by and construed in accordance with the laws of the Republic of Estonia, without giving effect to any principles of conflicts of law. Court of exclusive jurisdiction will be Harju County court.
We each agree that we shall bring any dispute against the other in our respective individual capacities and not as a plaintiff or class member in any purported class, representative proceeding or as an association. In addition, we each agree that disputes shall be arbitrated only on an individual basis and not in a class, consolidated or representative action. The arbitrator does not have the power to vary these provisions.
If any part of this provision is ruled to be unenforceable, then the balance of this provision shall remain in full effect and construed and enforced as if the portion ruled unenforceable were not contained herein.
Notwithstanding the foregoing, you and the Suppliers agree that nothing herein shall be deemed to waive, preclude, or otherwise limit either party’s right to
- pursue enforcement actions through applicable federal, state, or local agencies where such actions are available,
- seek injunctive relief in a court of law, or
- to file suit in a court of law to address intellectual property infringement claims.
18. GENERAL PROVISIONS
18.1 Relationship of the Parties.
The parties will act solely as independent contractors. These Terms shall not be construed as creating an agency, partnership, joint venture, fiduciary duty, or any other form of legal association between the Client and the Supplier, and the Client shall not represent to the contrary, whether expressly, by implication, appearance or otherwise. These Terms are not for the benefit of any third parties.
If any term, condition or provision of these Terms is held to be invalid, unenforceable or illegal in whole or in part for any reason, that provision shall be enforced to the maximum extent permissible so as to affect the intent of the parties. The validity and enforceability of the remaining terms, conditions or provisions, or portions of them, shall not be affected.
The Client may not, directly or indirectly, in whole or in part, by operation of law or otherwise, assign or transfer these Terms or delegate any of its rights and/or obligations under these Terms without the Supplier’s prior written consent. Any attempted assignment, transfer or delegation without such prior written consent will be void and unenforceable. Notwithstanding the foregoing, the Client, or its permitted successive assignees or transferees, may assign or transfer these Terms or delegate any rights or obligations hereunder without consent:
- to any entity controlled by, or under common control with the Client, or its permitted successive assignees or transferees; or
- in connection with a merger, reorganization, transfer, sale of assets or product lines, or change of control or ownership of the Client, or its permitted successive assignees or transferees.
18.4 No Waiver.
Failure of either Party to exercise or enforce any provision of or any of its rights under these Terms shall not be deemed a waiver of future enforcement of that or any other provision or right.
Except if otherwise specified in these Terms, all notices related to these Terms will be in writing and will be effective upon
- personal delivery,
- the second business day after mailing, or
- except for notices of termination or an indemnifiable claim (“Legal Notices”), which shall clearly be identifiable as Legal Notices, the day of sending by email.
Billing-related notices to you will be addressed to the relevant billing contact designated by you. All other notices to you will be addressed to the relevant Services system administrator designated by you.
Last update: April 6, 2018