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Checkout X

Terms of Service

Dated: 09.06.2020

The present TERMS OF SERVICE govern the rights and obligations of all Product Users. By accepting these Terms and/or with every performed action within this Website and with the Product the User declares to be familiar with and accepts these Terms. The Users should read carefully the applicable Terms before proceeding to use the Product. BY USING OUR PRODUCT, YOU ARE CONFIRMING YOUR ACCEPTANCE OF AND AGREEING TO BECOME BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, OR DO NOT HAVE AUTHORITY TO BIND LICENSEE TO THESE TERMS, THEN PLEASE REFRAIN FROM USING OUR PRODUCT

I. DEFINITIONS

Terms below shall have the following meanings:

  1. “Terms” or “Terms of Service” mean these Terms.
  2. “Eri Digital” means Eri Digital Ltd., having its registered seat and address of management in 11 Mila Rodina str., Sofia 1408, Bulgaria, registered in the Trade Register by the Registry Agency with UIC 204956791 and represented by Ruslan Leteyski.
  3. “Users” mean online store owners who are authorized to use the Product of Eri Digital. Users may be only fully empowered natural persons of age or legal entities, represented by their legal or duly authorized proxies.
  4. "Product" means: “Checkout-X” - an alternative checkout module for platforms for building and launching an online store that collects the customer shipping and billing details, makes the connection between the User’s e-commerce store and the Payment Service Provider and imports the final order details into the used e-commerce platform.
  5. “License” means the Product license granted to the User by Eri Digital.
  6. “Developer Website” means www.eri.digital, www.checkout-x.com, www.checkoutx.com, www.checkout.tech or any other website associated with Eri Digital”
  7. “Party” means either Eri Digital or the User.
  8. “Parties” means both Eri Digital and the User.
  9. “Term” means the term set forth in these Terms.
  10. “Third parties” means any other persons, organizations and authorities, besides Eri Digital and the User.

II. SCOPE OF LICENSE

  1. Product description: “Checkout-X” is a SaaS (Software as a Service) web-based module for online stores. In particular “Checkout-X” is a web-based checkout module for online stores that collects the customer shipping and billing details, makes the connection between the User’s store and the Payment Service Provider and imports the final order details into the used e-commerce platform. “Checkout-X” shall be provided for:
    • Shopify – “Checkout-X” is provided to every new User as a tailor made module for every specific User’s Shopify online store and needs. As such for Shopify stores “Checkout-X” shall constitute a private application for use only by the specific customer and as per their specific needs. I.e. although having the same name every specific Checkout-X application shall be made available for only one User, adjusted and customized only for his specific needs and use cases. For the users that opted in for the module prior to 13th of February 2020 Eri digital will continue to support the public version of the application and as long as it is possible as per the terms and conditions of Shopify.
    • Other e-commerce platforms - “Checkout-X” functionalities may vary depending on the platform the module is intended to work with. You can send a query to help@eri.digital or help@checkoutx.com in order to get information whether “Checkout-X” is provided for the e-commerce platform you are using.
  2. License Grant:
    • During the Term Eri Digital hereby grants to the User a nonexclusive, non-transferable right to use the Product for the User’s own internal business purposes based on a SaaS licensing and delivery model. Eri Digital grants to the User the right to use the Product, only under the terms and conditions, set forth in these Terms of Service.
  3. Fees and Payment:
    • In consideration of the granted license and services hereunder, the User shall pay to Eri Digital the fees set forth in the Agreement.
    • The User agrees to pay for the use of the Product a monthly fee to the amount, specified in the Payment plan, chosen by the User. In some circumstances it is possible the User to be given the option to opt in for a free plan.
    • The payment for “Checkout-X” module consists of a fixed monthly fee and percentage of all checked-out e-commerce platform transactions regardless of the payment method used.
    • All fees are set without VAT. VAT shall be included, if applicable.
    • The fee may include:
      • Product user license;
      • Technical support according to the selected billing plan;
      • Product updates according to a schedule, approved and applied by Eri Digital;
      • Live Chat Support.
    • Eri Digital shall submit invoices for the services rendered under this Agreement on a monthly basis – after the end of each month, during which the User used the relevant Product.
    • Payment of each invoice shall be due upon receipt and payable within 14 days thereafter.
    • Fees shall be paid via bank transfer or with a credit card, according to the instructions inside the Product’s interface or described on the developer website.
    • If any payment is overdue, the User shall pay interest to an annual rate of 10 % above the official rate of the European Central Bank for each date of delay since the date upon which payment was due.
    • The User has the right to use the Product only until the fees are being paid properly and on time and the User complies with its obligations under these Terms. In the event that the User fails to pay the fees for a period longer than fourteen (14) days from the issuance of the relevant invoice or the purchase made, Eri Digital may terminate the access of the User to the Product without any notification or compensation due to the User.
    • Stipulated fees shall be valid between the Parties until a new payment plan has been chosen by the User.
    • Eri Digital has the right to increase or decrease the amount of fees at its own discretion and the User shall have the option to continue using the Product at the new fee rates or to cease using the Product.
  4. Restrictions:
    1. The User shall have no right to:
      • Use the Product in any other manner except explicitly stipulated in these Terms;
      • Copy and install the Product in his own computer network or on other hardware without the prior written consent of Eri Digital;
      • Market, resell or sublicense the Product or any parts of it;
      • Reproduce, distribute, transmit or publish Product's functionality, specific information, process patterns and other valuable information, either with or without valuable consideration, in any form, format or method, including without limitation, by posting on the Internet;
      • Disclose to third parties or use in any other way, besides designated in these Terms, the Product, its parts, components and functionality principles;
      • Reproduce, copy and incorporate information/source code from the Product in other products without the prior written consent of Eri Digital;
      • Otherwise offer the Product as part of another product or service for any commercial use or purpose, either with or without valuable consideration;
      • Require any physical delivery of the Product to User's premises, installation or use of the Product on premises of the User or on User's servers.
    2. In any case of use, not explicitly granted to the User in these Terms, the User shall owe Eri Digital a default payment to the amount of USD 10 000 plus three times the consideration, received by the User from any third parties in relation with the misuse of the product, together with a compensation for all damages and lost profits, sustained by Eri Digital, regardless of any liability limitations, set in these Terms.
  5. Ownership:
    • Eri Digital owns the Product, the functionality, model patterns and all intellectual property rights embodied therein.
    • Eri Digital retains all rights to use the Product and grants those rights to third parties at its own free will and its sole and absolute discretion.
    • The User acknowledges that Eri Digital owns or holds a license to use and sublicense various pre-existing development tools, routines, subroutines and other Product, data, materials and background technology that Eri Digital may include in the Product.
    • Eri Digital owns all IP rights on the Product, its content, source code, graphic and other elements.
    • With respect to user content, the data the User or User’s customers enter (User Content) into or uses in connection with the Product is solely the property of the User.
  6. Limitations:
    • The Product is licensed, not sold, to the User. The User acknowledges that Eri Digital retains the entire right, title and interest in and to the Product and all associated intellectual property rights (including, without limitation, all copyrights) related to any item of the Product which Eri Digital provides to the User. No title to or ownership of the Product, or any proprietary rights related to the Product, is transferred under or by virtue of these Terms.
    • Where the User provides the Product to its employees, customers, partners or third parties the User understands and will ensure that its employees, customers, partners and any third parties understand that the Product is provided only for the use, stipulated in these Terms.
    • The User shall not itself, or permit others to, download, decompile, disassemble, reverse engineer or otherwise attempt to derive the source code of the Product, remove, obscure, or alter any copyright, affixed to the Product.
    • The User will use its best efforts to advise Eri Digital on a timely basis, if the User becomes aware of any unauthorized copying of the Product by its employees or any third party that User has provided access to and will use its best efforts to cooperate with Eri Digital to resolve the matter.
  7. Term:
    • The license shall be granted for an unlimited term.
    • The license shall be valid only until the User pays in time the fees due and complies fully with these Terms of Service and the other instructions and requirements of Eri Digital, given via the Product, the website or in some other way.
    • The Term may be terminated at any time without cause upon thirty (30) days prior written notice by either Party to the other Party, as well as under the conditions, set in these terms.
    • After the expiration of the Term, the User shall have none of the rights, granted with these Terms.
    • After the expiration of the Term, the Product shall no longer be functional and the User shall have no right to claim any damages or any other compensation in relation with the termination of Product functionality
    • In case of unauthorized use of the Product by the User, during or after Eri Digital has terminated User’s access to the Product, the User shall pay Eri Digital compensation to the amount of the total of one annual fee, based on the last payment plan, used by the User before termination. This payment shall be due, regardless of any liability limitations, set in these Terms of Service.
  8. Territory:
    • The User shall be entitled to use the Product from everywhere without limitation in territory.

III. ERI DIGITAL OBLIGATIONS

  1. Product Setup and Usage
    • Eri Digital shall provide the User with full instructions for the initial setup and integration of the Product with the User e-commerce online store.
    • During the usage of the Product Eri Digital shall:
      • Provide a contact person, necessary for the effective communication with the User;
      • Provide the User with other assistance, reasonably necessary for the successful setup and support of the Product.
    • Eri Digital shall, during and after the Term of the license, refrain from:
      • Unauthorized access and collection of confidential information or documentation provided by the User or User’s third parties;
      • Using for any purpose the data that is loaded by the User or used by the User in connection with the Product, besides the provision of the services, stipulated herein;
      • Unauthorized changes of User data, configurations, etc.
  2. Service obligations
    • During the Term Eri Digital in accordance with the chosen Billing Plan and Product, made available or specifically developed by Eri Digital, from its platform may provide the User with:
      • Technical support;
      • Product updates according to a Product update schedule, approved and applied by Eri Digital;
      • Data storage of all shipping and billing information;
      • Live chat support
      • Personal success agent.
    • Technical support is provided between 9:00 A.M. and 5:00 P.M. Đ•ET/EEST Monday – Friday. Emails received outside of office hours Đľr on official Bulgarian national holidays will be collected, however no action can be guaranteed until the next business day. Business days shall be considered business days in Bulgaria.
    • Emails should be addressed to: help@eri.digital or help@checkoutx.com. Emails sent to another email address shall not be processed.
    • Eri Digital’s technical support obligations and services are solely for the benefit of the User and may be required only by the User.
    • Eri Digital has the right at any time to make changes and improvements of the Product, as well as the form and content of the services provided, unless they violate the basic functions of the Product.
    • Eri Digital has the right to temporarily suspend some services offered, if this is inevitably necessary for their update. In such cases Eri Digital shall warn the User in a timely manner.
    • Work, not included explicitly in Eri Digital services and responsibilities described in the Agreement will be additionally discussed between the User and Eri Digital.
  3. Eri Digital responsibilities
    • Eri Digital shall not make any attempt to extract or use any data entered in the Product database by the User, its employees, customers or any third parties in any other way, except for those, explicitly specified in these Terms or necessary for the provision of the services, associated with the use of the Product.
    • Eri Digital shall ensure that its infrastructure components utilizing an operating system to process User information are protected and have reasonable mechanisms for preventing attacks and unauthorized access.
    • Emails should be addressed to: help@eri.digital or help@checkoutx.com. Emails sent to another email address shall not be processed.
    • If given remote access to the User’s local computer network, Eri Digital shall not use, for its own benefit or for the benefit of third parties, any data entered in the Product database by the User, its employees or any third parties.
    • Eri Digital shall not be responsible for the activity, which is performed by the User through the Product, as well as the content of data and communication, which is led through it.
    • Eri Digital will use its best efforts to respond to service related incidents in a timely manner.
    • Eri Digital shall provide at no additional cost regular Product updates and technical support as described above.
    • Eri Digital has the right at its sole discretion to cease access to the Product and to suspend the User’s access, when required by applicable laws or by a competent authority, as well as in all cases of User violation of these Terms. In any case with ceasing the access to the Product Eri Digital provides all the relevant and needed information on the grounds of the seizure.
    • Eri Digital shall refrain from using or from claiming any rights to any registered or unregistered trademark or trade name of the User for any purpose.

IV. USER OBLIGATIONS

  1. During the usage of the Product the User shall:
    • Provide a contact person with sufficient technical knowledge, necessary for the effective communication with Eri Digital;
    • Provide Eri Digital with any other assistance, reasonably necessary for the successful setup and support of the Product.
  2. Eri Digital will not be responsible for Product setup or support that does not meet the User requirements, if User fails to provide the aforementioned assistance.
  3. The User shall be fully responsible for the activity performed through the Product.
  4. The User is obliged not to use the Product in any manner that would violate the law or the rights of third parties.
  5. The User shall at all times comply with all applicable laws and regulations for the use of the Product and shall indemnify Eri Digital for any damages resulting from illegal practices that are executed in connection with or within the Product by any employee or agent of the User.
  6. The User shall refrain from using or from claiming any rights to any registered or unregistered trademark or trade name of Eri Digital for any purpose.
  7. The User provides at its own expense the required computer equipment, operating systems, Product and Internet access to use the Product.
  8. When the User has provided access to the Product to third parties for using and controlling it, the User shall be responsible for the actions of these third parties as his own. The User is responsible for the confidentiality of his data for access to his accounts and profiles and accepts full responsibility for activities/actions performed via his profile.
  9. The User shall provide full and accurate information to Eri Digital in response to reasonable requests by Eri Digital about related problems of User’s use of the Product.
  10. With respect to Product failures and errors that affect the User’s use of the Product, in the event that Eri Digital shall not receive necessary reasonable assistance from the User or if the User, without previous instructions or proper authorization by Eri Digital, has attempted to fix problems that do not relate to the User’s data being used in connection with the Product, Eri Digital shall not be able to provide the User with service support and no harmful results shall ensue for Eri Digital in this regard.

V. NON-CONTRAVENTION

  1. The User declares that use of the Product by him does not and will not violate any right, obligation, law, order, judgment or decree.

VI. WARRANTIES, COMPATIBILITY, REMEDIES, EXCLUSIONS

  1. Eri Digital provides the Product software as a service. The User understands that it is the intent of Eri Digital to provide a Product which is compatible with the current releases of operating systems and browsers on which the Product runs as advised in these Terms of Service, on the Web-site and/or additionally specified by Eri Digital; however, Eri Digital hereby disclaims and excludes any representations or warranties that the Product is compatible with any operating system, computer platform or browsers which the User may choose to use, except for those expressly advised by Eri Digital. Eri Digital further disclaims any warranty that the Product, including any future correction, modification, update, enhancement, new version or new release of the Product, will be made compatible with new releases of an operating system, computer platforms and browsers within a specified amount of time, or at all.
  2. The User understands that the Product cannot and shall not be used in the event that (a) the Product is not properly used or configured due to some action, failure or limitation caused by the User, its employees of the User or third parties; (b) the Product has been subjected to illegal use by the User, or the hardware upon which the Product is accessed is inoperable due to a failure of electric power, lack of internet connection or faulty environmental controls not within the control of Eri Digital; or (c) any person other than an authorized Eri Digital representative modifies the Product without the prior written consent of Eri Digital; or (d) the Product is proclaimed incompatible or blocked or in any other way hindered by the used by the User e-commerce platform in result of interpretation of their Terms of Service, legal rights and interests, applicable law, et. Any inability to use the Product in above cases shall not be considered as a legal ground for claims from the User against Eri Digital. The user explicitly accepts that for the private application Checkout-X Eri Digital is not an official partner of Shopify and even if it were its services depend on Shopify’s Terms of Service, legal and technical documentation and thus Eri Digital can not assure the User of the availability of its applications in the future on the Shopify or any other platform for building and launching online stores.
  3. Any set up or support actions may be performed only by Eri Digital. In certain cases the user will be granted the possibility to set up and customize his own application and specific thorough instructions shall be given to him.
  4. The warranties set forth in this section are the only warranties made by Eri Digital with respect to the Product, documentation and any other items or services furnished by Eri Digital. Eri Digital expressly disclaims and excludes and the User hereby waives all other warranties, obligations, liabilities of Eri Digital and rights and remedies of the User, express or implied, oral or written, arising by law or otherwise regarding any of the foregoing including, without limitation, any warranties of merchantability, fitness for a particular purpose, non-infringement and any warranties arising from course of performance, course of dealing or usage of trade. Without limiting the generality of the foregoing, Eri Digital does not warrant that the product or documentation will meet the User’s requirements or that operation of the Product will be uninterrupted or error free. Should such an error occur the User shall contact Eri Digital immediately.
  5. Limitation of Liability.
In any case the direct damages for either party are limited to the total amount of fees due for subscription license for the current month of use. If compensation is due by Eri Digital, the User shall be entitled to retain the payment of fees for the current month. In no case will Eri Digital be obliged to pay any additional compensations or make refunds to the User or any third parties. Neither Eri Digital, nor the User shall be liable to each other for any indirect, consequential, incidental, special (including multiple or punitive) or other indirect damages that are claimed to be incurred by the User or any third party whether such claim arises under contract, tort, (including strict liability), lost profits, lost data, business interruption, loss of business reputation or goodwill, even if the party has been advised of the possibility of such damages or any other theory of law. In any case Eri Digital shall not be liable for any damages of any sort, if such damages result from actions or omissions of third parties, which are not under the control of Eri Digital, including the e-commerce service provider, Payment Service Providers, their employees, agents, affiliates, etc.
  6. Eri Digital is a separate entity in no affiliate relations with the used by the User e-commerce service provider and the Payment Service Providers.
  7. Eri Digital shall not be liable for:
    • Destruction or loss of data owned by the User for reasons beyond the control of Eri Digital;
    • Inability of the Customer to use the Product, due to reasons beyond the control of Eri Digital;
    • Claims made by third parties against the User in regard with the use of the Product be the User or by its customers or by third parties;
    • Loss of data, damages or future earnings due to untimely payment for the Product by the User;
    • If the User cannot get access due to problems beyond the control of Eri Digital (hardware problem, Product problem, a problem with Internet connectivity, Shopify or any other e-commerce system specifics and problems, PSP system specifics and problems, etc.).
  8. Eri Digital shall not be obliged to monitor the information, which the User or User customers or third parties store or enter, or to check, if it complies with current legislation, violates the rights of third parties or the regulations of these Terms.
  9. Eri Digital shall not be responsible for the activity of the User or any of its employees or third parties, performed through the Product.
  10. Eri Digital shall not be responsible for any damages or loss of profits by the User or any third party as a consequence of the termination, suspension, modification or limitation of the Product or the incorporated services, as well as for loss or removal of content in cases that the User has failed to fulfil its obligations.
  11. Eri Digital shall not be responsible for not providing services in case of non-payment of sums due within the relevant deadline by the User as stipulated above, in case of non-adherence to the guidelines and the technological requirements for use of the Product, in case of improper handling of the Product, as well as a result of tests performed by Eri Digital to check the Product, connections, networks, etc., as well as tests aimed at improving or optimizing the Product.
  12. Eri Digital has the right, without being liable for any damages or future earnings, to suspend or terminate Users access to the Product in case that the User uses it for violation of laws, violation of rights of third parties or of these Terms.
  13. Eri Digital does not have any obligation to perform a check on the lawfulness of the gathered personal data by the User and stored to Eri Digital’s servers. For such information the User is obliged to perform any and all needed actions to insure its lawful collection, processing and termination.

VII. PERSONAL DATA PROTECTION

  1. When using the Product, the User shall enable customers and third parties to enter certain information and data, including shipping information and billing information, such as names, email, address, phone number, delivery address for the purpose of purchasing and delivery of goods by customers.
  2. Eri Digital shall be acting in its capacity of a data processor for storing above data.
  3. After expiry of a 6 month period after the termination of the User account, all data, entered and stored with the Product, can be erased by Eri Digital. No matter if the User account has been active or inactive the User has an obligation to monitor the character of the data in it and take the necessary measures in order to ensure its lawfulness and his compliance under GDPR and the relevant data protection legislation.
  4. Eri Digital is therefore only obliged to exercise reasonable care to protect the personal data and not to distribute, sell or provide to third parties the personal data, unless sharing data is required for the execution of its obligations, by a competent authority or required by law.
  5. The User confirms that Eri Digital shall not be responsible for the lawful processing of personal data, besides the activities, specifically defined herein – storage and transfer of data towards Payment Service Providers. Eri Digital shall be in no case responsible and liable for the proper and legitimate collection, processing, retention by the of personal data by the User through the Product or other processing activities, incl. from the relevant Payment Service Providers.
  6. The User shall be responsible for the collection and proper processing of personal data through the Product, including for the provision of required information and acquiring the required consents by data subjects, if applicable. Parties agree that Eri Digital shall have no access to customers and shall be practically unable to provide with such information or acquire such consents.
  7. The content, which the User enters into the Product, including User personal data, is his sole responsibility and Eri Digital does not have any right to use the data for any other means except for providing its services to the User.
  8. Parties shall comply with all requirements that the General Data Protection Regulation 2016/679 (GDPR) imposes for Eri Digital as a processor and the User as a controller.
  9. Without limiting the foregoing, Eri Digital agrees that it:
    • processes the personal data only on documented instructions from the User;
    • Eri Digital shall immediately inform the User if, in its opinion, an instruction infringes the GDPR, national data protection laws in the EU or other applicable law;
  10. The User ensures that persons authorized to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality; takes all measures required by the GDPR, regarding security of processing, appropriate technical and organizational measures, fulfilment of the User's obligation to respond to requests for exercising the data subject's rights and engaging another processor.
  11. User agrees that for the time being Eri Digital shall engage processors for providing server space, such as Amazon. The User is informed and accepts that Amazon servers may be based outside the EU.
  12. For the avoidance of doubt, Eri Digital shall only assist and enable User to meet User’s obligations to satisfy data subjects' rights, if User is unable to do so personally, but Eri Digital shall not respond directly to data subjects.
  13. In the event User chooses to terminate the license this will erase all the personal data he has collected from the servers of Eri Digital.
  14. The Parties agree that if any data subject or third party, who has suffered damage as a result of any breach of User’s obligations referred to in these terms or the applicable data protection legislation, is entitled to receive compensation from Eri Digital for the damage suffered, then the User shall compensate Eri Digital for all compensations paid to such data subject or third party.
  15. The Parties agree that if any sanctions shall be imposed by a competent authority to Eri Digital as a result of any breach of User’s obligations referred to in these Terms or the applicable data protection legislation, Eri Digital shall be entitled to receive compensations from the User for the damage suffered by Eri Digital, including compensation for any monetary sanctions paid by Eri Digital.
  16. For the avoidance of any doubt it is the User’s obligation to ensure that the personal data they process are:
    • Processed legally and appropriately and with a clear view of how the information will be used;
    • Collected for specified, explicit and legitimate purposes;
    • Relevant and limited to the respective purposes;
    • Accurate and kept up to date;
    • Only processed if the data are kept appropriately secure.
    • Retained for no longer than is necessary for the relevant purposes;
  17. For more information on the personal data processing of natural persons that visit the Website you can check our Privacy Policy.

VIII. INDEMNIFICATIONS

  1. The User shall defend, indemnify, and hold harmless Eri Digital, from and against any claims, suits, liabilities, losses, fines, penalties, damages and expenses arising from (a) any acts or omissions of Eri Digital or its employees or its agents or contractors in connection with the Agreement, which are not explicitly entered as Eri Digital obligations, including, without limitation, where such Product does not meet the User’s or User’s customers manifested needs; (b) any claim that the Product infringes any patent, copyright, trademark or other proprietary right of any third party to the extent the such infringement arises from (i) alterations of the Product by the User or any third party, (ii) violation of these Terms or of applicable legislation by the User or a third party..

IX. PROPRIETARY RIGHTS

  1. The entire content on the Product, including all texts, images, photographs, videos, articles, program code are copyrighted. They belong to Eri Digital. The User should not copy, store, process, publish, distribute in initial or processed form, or use in any other way texts, images, or other items contained within the Product or the Web-site. The User is not entitled to access the source code of the Product and has no right to copy or modify it in any way. Any attempt by the User for accessing, copying or changing the program code of the Product is considered as a violation of the Agreement and the rights of Eri Digital. The User shall ensure the agreement of its employees to respect copyrights and other intellectual property rights of Eri Digital
  2. The User shall be only entitled to use the Product, as long as the User pays monthly fee or until the termination of the service by Eri Digital or by the User.
  3. Eri Digital retains the rights to the Product, including the rights to market, license, make, reproduce, use, distribute and otherwise deal with the Product and the Web-site outside the scope of the licence granted.
  4. Eri Digital retains title to and ownership of the Product and all associated patent, copyright, trademark, trade secret and other intellectual property and proprietary rights and no title to or ownership of any or all of the same is transferred to the User under the Agreement.
  5. Nothing in this Agreement shall grant, or shall be construed as granting to the User any rights (except for the Product license, specifically granted under these Terms) or legal interest in any patents, copyrights, trade secrets, technical data, know-how, logos, trademarks, trade names or other proprietary rights owned, used or claimed, now or in the future, by Eri Digital or any subsidiary or affiliate companies. Eri Digital reserves all such rights but grants to the User a nonexclusive right during the Term to use the Product solely for the purpose of these Terms and solely in accordance with such usage guidelines and product quality and other standards issued from time to time by Eri Digital.
  6. The User shall not alter, remove, deface or obscure any notice of Eri Digital Mark, patent, copyright, proprietary right or trade secret on the Product and shall not add to the Product and documentation any other trademark.
  7. The User shall give a written notice to Eri Digital of any knowledge that may come to the User concerning infringement of the trademarks or any other industrial and/or intellectual property rights of Eri Digital that comes into the User attention. In the event of any such infringement Eri Digital may prosecute any action necessary to terminate such infringement.

IX. PROPRIETARY RIGHTS

  1. Termination conditions
    • Either Party may terminate the license at any time without cause upon thirty (30) days' prior written notice to the other Party,
    • If the User fails to properly perform any of the obligations set forth in these Terms, Eri Digital may terminate the Agreement immediately upon written notice to the User without owing any compensation to the User.
    • Either Party may terminate the license immediately upon notice, if the other Party is or becomes insolvent, or files or suffers the filing against it of any petition in bankruptcy or other law for the protection of debtors.
  2. Effect of Termination
    • Upon expiration or termination of the license, all rights and obligations of the parties shall cease.
    • Termination of this license will immediately terminate the rights of the User to use the Product after such termination.
    • Upon termination all of the following shall apply:
      • The User shall immediately cease use of the Product.
      • No refund or compensation to the User shall be due, if Eri Digital has terminated the license due to a failure of the User to properly perform any of the obligations set forth in these Terms.

XI. FORCE MAJEURE

  1. Neither Party shall be liable to the other for any delay or non-performance of its obligations hereunder in the event and to the extent that such delay or non-performance is due to an event of Force Majeure. Events of Force Majeure are events beyond the control of the Party which occur after the date of signing of this Agreement and which were not reasonably foreseeable at the time of signing of this Agreement and whose effects are not capable of being overcome without unreasonable expense and/or loss of time to the Party concerned. Events of Force Majeure will include (without being limited to) war, civil unrest, strikes, lockouts and other general labour disputes, acts of government, natural disasters, exceptional weather conditions, breakdown or general unavailability of facilities, termination of access by or on behalf of the Shopify platform or any other platform for building and launching online stores, stores, PSP platforms or systems, accidents, fire, explosions and general shortages of energy, etc.).
  2. If either Party is affected by Force Majeure it will as soon as reasonably practical notify the other Party in writing and take all reasonable steps to mitigate the effect of the Force Majeure. If an event of Force Majeure results in delay or non-performance of a Party for a period of three (3) months or longer, then either Party shall have the right to terminate this Agreement with immediate effect without liability towards the other Party.

XII. CONFIDENTIALITY

  1. Neither Party shall disclose to third parties nor use for any purpose other than for the proper fulfilment of its obligations under this Agreement any technical, financial or commercial information (“Confidential Information”) received from the other Party in whatever form under or in connection with the license without the prior express written permission of the disclosing Party.
  2. The above obligations shall not apply to Confidential Information which:
    • was required by a competent authority or should be provided by the virtue of the law;
    • was in the possession of the receiving Party prior to disclosure hereunder;
    • was in the public domain at the time of disclosure or becomes part of the public domain without breach of the confidentiality obligations herein contained;
    • was disclosed by a third party without breach of any obligation of confidentiality owed to the disclosing Party; or
    • was independently developed by personnel of the receiving Party having no access to the Confidential Information.
  3. The provisions of this Clause shall bind the parties for a period of three (3) years from the date of disclosure of any item of the Confidential Information regardless of any earlier termination, expiry or fulfilment of the license.
  4. The User shall be obliged to provide confidentiality in respect of the Product’s source code and all its elements, methods of operation and functionality without any limitation in time and regardless of any license termination.

XIII. NOTICES

  1. All notices will be in writing and may be delivered by courier or e-mail addressed to the other Party at its address set forth below, or to such other address as it will designate by like notice to the other Party. Notices, sent via email, shall be considered delivered, if the addressee has answered to the notice or has acknowledged its receiving. The effective date of any such notice will be the date on which it is received by the addressee.
  2. Notices to ERI DIGITAL:
    • Address: 11 Mila Rodina str., Sofia 1408, Bulgaria
    • Email address: help@checkoutx.com
    • Contact person: Ruslan Leteyski
  3. Notices to the User: as registered by User in the Web-site.

XIV. MODIFICATIONS

  1. These Terms of Service may be amended from time to time by Eri Digital. Eri Digital shall notify the User for the amendments in the Terms of Service.

XV. SEVERABILITY

  1. Whenever possible each provision of these Terms of Service shall be interpreted in such manner as to be effective and valid under applicable law.
  2. If any portion of these Terms of Service is specifically determined by a court of competent jurisdiction to be invalid or unenforceable, such provision, to the extent that it shall be invalid or unenforceable, shall be considered separate and severable from the Terms of Service and any portion of such document or provision to the extent that it shall not be invalid or unenforceable shall not be affected and shall be valid and may be enforced to the full extent permitted by law.

XVI. INDEPENDENT CONTRACTOR

  1. The User is an independent contractor and not an agent, employee, franchisee or partner of Eri Digital.
  2. The User does not have any authority to, and will not, create or assume any obligation, express or implied, on behalf of Eri Digital.
  3. Nothing contained in the Terms of Service is intended to create, or does create, a joint venture or partnership or any other relationship between the Parties hereto other than the relationship of independent contractor between the Parties.

XVII. DISPUTE SETTLEMENT AND APPLICABLE LAW

  1. All unsettled matters and disputes shall be governed and settled by the laws of Republic of Bulgaria.
  2. The Parties shall attempt to resolve any dispute arising out of or in connection with these Terms of Service amicably, by mutual agreement. Any dispute, controversy or claim will be finally settled by arbitration at the Arbitration court of the Bulgarian chamber of commerce and industry in the city of Sofia, Bulgaria according to its Rules of arbitration. The language of proceedings will be Bulgarian.

XVIII. LANGUAGE

  1. All documents to be furnished or communications to be given or made under these Terms of Service will be in English or, if in another language, be accompanied by a certified translation into English which translation will be the governing version between the parties.

XIX. HEADINGS

  1. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section or in any way affect these Terms of Service.

XX. REPRESENTATIONS

  1. The User represents and warrants to Eri Digital that he has the necessary capacity to accept and fulfil these Terms of Service and to perform each and every one of the obligations assumed by virtue of the same, in such a way that the obligations arising from the Terms of Service and of any other in the execution of the same are valid and binding for the User and enforceable against the same.