TERMS OF SERVICE
The 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 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.
Terms below shall have the following meanings:
1. “Terms” or “Terms of Service” mean these Terms.
2. “Inline” means Bridge Global Payments LLP, having its registered seat and address of management at 13 John Prince's Street, 2nd Floor, London, England, W1G 0JR, registered with Companies House with registration number OC433480 and represented by Ognjen Vuković
3. “Users” mean online store owners who are authorized to use the Product of Inline. Users may be only fully empowered natural persons of age or legal entities, represented by their legal or duly authorized proxies.
4. "Product" means: “Inline” - 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 Inline.
6. “Developer Website” means inlinecheckout.com or any other website associated with Inline
7. “Party” means either Inline or the User.
8. “Parties” means both Inline and the User.
9. “Term” means the term set forth in these Terms.
10. “Third parties” means any other persons, organizations and authorities, besides Inline and the User.
II. SCOPE OF LICENSE
1. Product description: “Inline” is a SaaS (Software as a Service) web-based module for online stores. In particular “Inline” is a web-based module for online stores that collects the customer shipping and billing details, makes the connection between the User’s store and the users Payment Service Provider (PSP) and imports the ﬁnal order details into the used e-commerce platform.
“Inline” shall be provided for:
- “Inline” is provided to every new User as a cloud-based subscription module for every speciﬁc User’s online store. As such, for each store “Inline” shall constitute a native integration or through API integration for use only by the speciﬁc customer and as per their speciﬁc needs. I.e. “Inline” functionalities may vary depending on the platform the module is intended to work with. You can send a query to [email protected] in order to get information whether “Inline” is provided for the e-commerce platform you are using.
- Other e-commerce platforms - “Inline” functionalities may vary depending on the platform the module is intended to work with. You can send a query [email protected] in order to get information whether “Inline” is provided for the e-commerce platform you are using.
- To provide the Service, we may ask you to provide certain information about yourself, as well as to provide us with credentials ("Credentials") to access any API, software, or source code of the e-commerce platform you use ("API"). As an independent web-based module, we are not liable for any infringements of third party rights, breaches of their policies or terms and conditions arising out of the provision of the Credentials to us by you, and the use of such Credentials and API by us for the provision of the Services according to the Terms.
- Inline expressly disclaims, and the Users hereby waive, any and all warranties, whether express or implied, to the Users, or to any third party, concerning Inline, including, but not limited to any warranties of ﬁtness for any particular purpose and any warranties of non-infringement. Inline expressly disclaims and shall not be liable for any expectation damages, performance damages, reliance damages, moral damages, punitive damages and non-monetary damages. Moreover, Inline expressly disclaims shall not be liable to the Users for any indirect, incidental, special or consequential damages arising in connection with the Terms, whether in an action in contract or tort, under governing English law or governing law of any other jurisdiction.
- The Users agree, at their expense, to defend, indemnify and hold harmless Inline from and against all liabilities, damages, costs, fees and expenses, including reasonable lawyers’ experts’ fees, arising from suits, claims, actions or proceedings brought by any third party on account of damages caused by negligence or wilful misconduct of Inline, its agents, representatives or employees, in the course of performing obligations under the Terms or in breach thereof.
- The Parties expressly agree that no part of the Terms shall create rights in favour of any third party pursuant to the Contracts (Rights of Third Parties) Act 1999.
2. License Grant:
○ During the Term Inline 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. Inline 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 Inline 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 for the User to be given the option to opt in for a free plan or to opt-in to a one-time payment.
○ The payment for “Inline” module consists of a ﬁxed transactional fee of all checked-out e-commerce platform transactions regardless of the payment method used or ﬁxed transaction if that speciﬁc plan is offered.
○ 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 Inline;
■ Live Chat Support.
○ Inline 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 7 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 Bank of England 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 seven (7) days from the issuance of the relevant invoice or the purchase made, Inline 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.
○ Inline 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.
○ 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 Inline;
■ 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 Inline;
■ 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.
○ The User shall be liable to Inline a default payment to the amount of GBP 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, actual loss, lost expectation, lost proﬁts and non-pecuniary losses sustained by Inline, regardless of any liability limitations, set in these Terms.
○ Inline owns the Product, the functionality, model patterns and all intellectual property rights embodied therein.
○ Inline 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 Inline 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 Inline may include in the Product.
○ Inline 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.
○ The Product is licensed, not sold, to the User. The User acknowledges that Inline 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 Inline 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 Inline 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 Inline to resolve the matter.
○ 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 Inline, 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 unauthorised use of the Product by the User, during or after Inline has terminated User’s access to the Product, the User shall pay Inline 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.
○ The User shall be entitled to use the Product from everywhere without limitation in territory.
III. INLINE OBLIGATIONS
1. Product Setup and Usage
○ Inline shall provide the User with full instructions for the initial setup and integration of the Product with the User’s e-commerce online store.
○ During the usage of the Product Inline 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.
○ Inline 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 Inline in accordance with the chosen Billing Plan and Product, made available or speciﬁcally developed by Inline, from its platform may provide the User with:
■ Technical support
■ Product updates according to a Product update schedule, approved and applied by Inline
■ 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. GMT Monday – Friday. Emails received outside of ofﬁce hours оr on a public holiday in the UK will be collected, however no action can be guaranteed until the next business day. Business days shall be considered business days in the UK.
○ Emails should be addressed to: [email protected] Emails sent to another email address shall not be processed.
○ Inline’s technical support obligations and services are solely for the beneﬁt of the User and may be required only by the User.
○ Inline 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.
○ Inline has the right to temporarily suspend some services offered, if this is inevitably necessary for their update. In such cases Inline shall warn the User in a timely manner.
○ Work, not included explicitly in Inline services and responsibilities described in the Agreement will be additionally discussed between the User and Inline.
3. Inline responsibilities
○ Inline 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
○ Inline 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: [email protected] Emails sent to another email address shall not be processed
○ If given remote access to the User’s local computer network, Inline 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
○ Inline 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
○ Inline will use its best efforts to respond to service-related incidents in a timely manner
○ Inline shall provide at no additional cost regular Product updates and technical support as described above
○ Inline 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 Inline provides all the relevant and needed information on the grounds of the seizure
○ Inline 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 Inline
○ Provide Inline with any other assistance, reasonably necessary for the successful setup and support of the Product.
2. Inline 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 Inline 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 Inline 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 Inline in response to reasonable requests by Inline 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 Inline shall not receive necessary reasonable assistance from the User or if the User, without previous instructions or proper authorization by Inline, has attempted to ﬁx problems that do not relate to the User’s data being used in connection with the Product, Inline shall not be able to provide the User with service support and no harmful results shall ensue for Inline in this regard
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. Inline provides the Product software as a service. The User understands that it is the intent of Inline 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 Inline; however, Inline 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 Inline. Inline 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 Inline; or (c) any person other than an authorized Inline representative modiﬁes the Product without the prior written consent of Inline; 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 Inline. The User explicitly accepts that for the private application Inline, Inline is not an ofﬁcial partner of any e-commerce platform and even if it were its services depend on such e-commerce platform’s, legal and technical documentation and thus Inline is not able to assure the User of the availability of its applications in the future on any e-commerce platform for building and launching online stores
3. Any set up or support actions may be performed only by Inline. 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 Inline with respect to the Product, documentation and any other items or services furnished by Inline. Inline expressly disclaims and excludes and the User hereby waives all other warranties, obligations, liabilities of Inline and rights and remedies of the User, express or implied, oral or written, arising by law, equity 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, Inline 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 Inline 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 Inline, the User shall be entitled to retain the payment of fees for the current month. In no case will Inline be obliged to pay any additional compensations or make refunds to the User or any third parties. Neither Inline, 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 Inline 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 Inline, including the
e- commerce service provider, Payment Service Providers, their employees, agents, afﬁliates, etc
6. Inline is a separate entity in no afﬁliate relations with the used by the User
e- commerce service provider and the Payment Service Providers
7. Inline shall not be liable for:
○ Destruction or loss of data owned by the User for reasons beyond the control of Inline
○ Inability of the Customer to use the Product, due to reasons beyond the control of Inline;
○ 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 Inline (hardware problem, Product problem, a problem with Internet connectivity, if platform or e-commerce system speciﬁcs and problems, PSP system speciﬁcs and problems, etc.)
8. Inline 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. Inline shall not be responsible for the activity of the User or any of its employees or third parties, performed through the Product
10. Inline 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. Inline 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 Inline to check the Product, connections, networks, etc., as well as tests aimed at improving or optimizing the Product
12. Inline 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. Inline does not have any obligation to perform a check on the lawfulness of the gathered personal data by the User and stored to Inline’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. Inline 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 Inline. No matter if the User account has been active or inactive Inline 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 the General Data Protection Regulation (EU) 2016/679 (“GDPR”) or the Data Protection Act (UK) 2018 and the DPPEC (Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit)) Regulations
4. Inline is 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 Inline 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. Inline 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 Inline 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 Inline 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 (EU) 2016/679 (“GDPR”) or the Data Protection Act (UK) 2018 and the DPPEC (Data Protection, Privacy and Electronic Communications
(Amendments etc) (EU Exit)) Regulations impose on each of them
9. Without limiting the foregoing, Inline agrees that it:
○ processes the personal data only on documented instructions from the User
○ Inline shall immediately inform the User if, in its opinion, an instruction infringes the General Data Protection Regulation (EU) 2016/679
(“GDPR”) or the Data Protection Act (UK) 2018 and the DPPEC (Data Protection, Privacy and Electronic Communications (Amendments etc)(EU Exit)) Regulations 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 General Data Protection Regulation (EU) 2016/679 (“GDPR”) or the Data Protection Act (UK) 2018 and the DPPEC (Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit)) Regulations, 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 Inline may engage processors for providing server space, located outside of the UK and the EU. The User is informed and accepts that servers may be based outside of the UK and the EU as long as Inline remains compliant to its obligations under the General Data Protection Regulation
(EU) 2016/679 (“GDPR”) or the Data Protection Act (UK) 2018 and the DPPEC (Data Protection, Privacy and Electronic Communications (Amendments etc)(EU Exit)) Regulations
12. For the avoidance of doubt, Inline 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 Inline 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 Inline
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 Inline for the damage suffered, then the User shall compensate Inline for all compensations paid to such data subject or a third party
15. The Parties agree that if any sanctions shall be imposed by the Information Commissioner’s Ofﬁce on Inline as a result of any breach of User’s obligations referred to in these Terms or the applicable data protection legislation, Inline shall be entitled to receive compensations from the User for the damage suffered by Inline, including compensation for any damage suffered by Inline
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
1. The User shall defend, indemnify, and hold harmless Inline, from and against any claims, suits, liabilities, losses, ﬁnes, penalties, damages and expenses arising from (a) any acts or omissions of Inline or its employees or its agents or contractors in connection with the Agreement, which are not explicitly entered as Inline 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 Inline. 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 Website. 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 Inline. The User shall ensure the agreement of its employees to respect copyrights and other intellectual property rights of Inline
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 Inline or by the User
3. Inline 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. Inline 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 Inline or any subsidiary or afﬁliate companies. Inline 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 Inline
6. The User shall not alter, remove, deface or obscure any notice of Inline 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 Inline of any knowledge that may come to the User concerning infringement of the trademarks or any other industrial and/or intellectual property rights of Inline that comes into the User attention. In the event of any such infringement Inline 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, Inline 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 Inline 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
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
○ 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
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 INLINE:
○ Address: 13 John Princes Street, 2nd Floor, London, United Kingdom
○ Email address: [email protected]
○ Contact person: Ognjen Vuković
3. Notices to the User: as registered by User in the Website
1. These Terms of Service may be amended from time to time by Inline. Inline shall notify the User for the amendments in the Terms of Service
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 Inline
2. The User does not have any authority to, and will not, create or assume any obligation, express or implied, on behalf of Inline
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 by and construed in accordance with substantive laws of England
2. The Parties shall attempt to resolve any dispute arising out of or in connection with these Terms of Service amicably, by mutual agreement.
3. All disputes arising in connection with these Terms of Service, or related to its interpretation, breach, termination or invalidity, shall be resolved by arbitration under the Rules of the London Court of International Arbitration, which Rules are deemed to be incorporated by reference into this clause. The number of arbitrators shall be three. Each Party shall choose one (1) arbitrator and the two (2) arbitrators so chosen shall choose the third. The seat, or legal place, of arbitration shall be London. The language to be used in the arbitration shall be English
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
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
1. The User represents and warrants to Inline 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