Terms and Conditions

Introduction

Stockchain and its websites are a web-based provider of a supply chain management platform, and related services (hereafter referred to as the “Service” or the “Service”) and are owned and operated by Stockchain, in accordance with these Terms and Conditions of Use (“Terms of Use”).

By using the services (as defined below) or the website, you, on behalf of any business enterprise or organization for which you intend to use the Stockchain services, websites or tools available through Stockchain, enter into this agreement between you, on behalf of your company, and Stockchain. Therefore you agree, on behalf of the company, that by using the services or signifying your acceptance will constitute legally binding electronic signature to this agreement. You acknowledge that prior to using the services or accepting and signing this agreement electronically, you received, read and understood this agreement.

All of the terms of this agreement, including terms referenced in this agreement, are part of this agreement. In addition, you represent that you are the age of majority or otherwise have permission from a legal guardian who can form a legally binding agreement under applicable law. You acknowledge that you have read this agreement, that you are authorized on behalf of your company to execute this agreement on your company’s behalf, and affirm that you intend to be legally bound by your company. If you do not agree, do not use the services, websites and tools.

Stockchain may change these Terms of Use at any time by updating this webpage. Please review the Terms of Use regularly to ensure you are aware of any changes. Your continued access to and/or use of the Tool after changes have been made to these Terms of Use indicates your agreement to be legally bound by the updated and/or amended Terms of Use.

IF YOU DO NOT AGREE TO THESE TERMS OF USE AND/OR THE PRIVACY POLICY OR OTHER POLICIES, GUIDELINES OR INSTRUCTIONS POSTED ON THE SERVICE, DO NOT USE THE SERVICE.

Use of the Service

  1. In order to use the Service, you are required to establish a user account (an “Account”) for the Service. If you choose, or you are provided with, a user identification code, password or any other piece of information as part of our security procedures giving access to your Account, you must treat such information as confidential, and you must not disclose it to any third party. User accounts are strictly personal and individual: it is not allowed to share a user account with other individuals. We have the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time, if in our opinion you have failed to comply with any of the provisions of these Terms of Use.
  2. If you subscribe to the Service on behalf of a business, you represent to Stockchain that you have the authority to bind that business and that your acceptance of this Agreement will be treated as acceptance by that business. You further agree that Stockchain may use the name and logo of that business on Stockchain’s website and other promotional material as a customer of the Service.
  3. Minors under the age of 13 are not permitted to use the Service. If the laws of your country of residence so permit, minor children may utilize the Service, provided that their parent or legal guardian establishes the account, of the account is created with such parent or guardian’s approval. If you permit your minor child or legal ward to use the Service, you hereby agree to these Terms of Use on behalf of both yourself and your child or legal ward. You further agree that you are solely responsible for any and all use of the Service by your child or legal ward regardless of whether such use was authorized by you.
  4. As long as you comply with this Agreement, Stockchain grants you a limited, revocable, non-exclusive, non-assignable, non-sublicensable right to access and use the Service as it is intended to be used and in accordance with this Agreement and applicable law. In all instances where software provided by Stockchain is required to be installed on a system other than Stockchain’s, including your systems, such software is deemed to be a Service, and governed according to these Terms of Service, including all rights, obligations, restrictions and prohibited actions related thereto as stated herein. Stockchain grants you no other rights, implied or otherwise.
  5. You may not use the Service to disseminate any unlawful or other objectionable material, or to harm others or the Service itself. For example, you must not:

(i) use the Service to harm, threaten, or harass another person, organization, or Stockchain;

(ii) damage, disable, overburden, or impair the Service;

(iii) resell or redistribute any part of the Service or access to the Service, including the sale or purchase of an Account;

(iv) use or attempt to use any unauthorized means to modify, reroute, or gain access to the Service;

(v) use any automated process or service (such as a bot, a spider, periodic caching of information stored by Stockchain, or metasearching) to access or use the Service, or to copy or scrape data from the Service; or

(vi) obtain (or try to obtain) any data from the Service, except the data that we intend to make available to you.

User Content

  1. By using the Service, you grant Stockchain a worldwide, irrevocable, non-exclusive, royalty free license to use all material (including without limitation text, images and other visual material, hereafter referred to as the “User Content”) you upload or post to the Service. The content as given will not be shared with Third Parties except for the Parties as chosen by you. You hereby acknowledge that all content as posted to the Service is already publicly available.
  2. You may not upload or post to the Service or otherwise use in any way in connection with your use of the Service User Content which includes any text, images or other material protected by copyright, trademark, or any other proprietary right without the express permission of the owner of such copyright, trademark or other proprietary right. The burden of determining that any material is not protected by any such right is on you. You shall be solely liable for any damage resulting from any infringement of copyrights, trademarks, proprietary rights, or any other harm resulting from your violation of this prohibition. All trademarks and/or service marks displayed on the Service are the exclusive property of their respective owners, and may not be used without the owner’s permission.
  3. Stockchain does not claim ownership of the User Content. Although Stockchain reserves the right to edit or remove any User Content you upload or post to the Service, we do not control or verify the User Content that you upload or post to the Service, nor do we undertake to monitor the User Content uploaded or posted to the Service.
  4. You control who may access your User Content. When you give others access to your User Content on the Service, you grant them free, nonexclusive permission to use, reproduce, distribute, display, transmit, and communicate to the public such User Content solely in connection with the Service. If the User Content includes a photograph or other digital image, you also expressly waive any and all rights of privacy and publicity with respect to the image. If you do not want others to have those rights, do not use the Service to share your User Content.
  5. Stockchain may need, and you hereby grant to Stockchain the right, to use, modify, adapt, reproduce, distribute, publish and display any User Content posted on the Service. These rights apply solely to the extent necessary for the operation and improvement of the Service. You grant and agree to grant to Stockchain a perpetual, fully paid up, sub-licensable, transferable, non-revocable, non-exclusive license to use all electronically submitted and transmitted data via the Service (i) in order to provide the Services to you, which includes using data for purposes identified herein and in our Privacy Policy located on the Website; (ii) for analytical and statistical use; (iii) to improve our Services and Functionalities; (iiii) and to monitor and update the Services.
  6. User Content that violates these Terms of Use or your local laws is not permitted on the Service. Stockchain reserves the right to review content for the purpose of enforcing these Terms of Use. If you share User Content on the Service in a way that infringes others’ copyrights, other intellectual property or proprietary rights, or publicity or privacy rights, you are breaching these Terms of Use. You represent and warrant that you have all the rights necessary for you to grant the rights in this section and that the use of the User Content does not violate any law. We may remove your content from the Service at any time and for any reason, including if: (i) you breach these Terms of Use; (ii) the User Content exceeds limits on storage or file size; or (iii) we cancel or suspend your access to the Service. Stockchain performs monitoring activities to ensure suitability of content as set out in these Terms of Use, and, whether as a result of such monitoring or upon receiving notification of unsuitable content from third parties, Stockchain reserves the right to remove any or all User Content from the Service. You agree to immediately take down any Content that violates the Terms of Use, including pursuant to a take down request from Stockchain. In the event that you elect not to comply with a request from Stockchain to take down certain User Content, Stockchain reserves the right to directly take down such Content or to disable access to the Service.
  7. You are responsible for backing up the User Content that you store on the Service. We may permanently delete your User Content from the Service if your access to the Service is suspended or canceled. We do not have any obligation to return User Content to you after your access to the Service has been suspended or canceled. If User Content is stored with an expiration date, we may also delete the User Content as of that date. User Content that is deleted may be irretrievable.
  8. You agree that Stockchain is not responsible for any Product or Professional Service that is shown within the Service and originates from a source other than Stockchain. All matters concerning the Products or Professional Services offered by Third Parties, including, but not limited to, purchase terms, payment terms, warranties, guarantees, maintenance and delivery, are solely between you and the Third Parties. We make no warranties or representations whatsoever with regard to any Products or Professional Services by Third Parties. You will not consider us (and we will not be construed as) a party to such transactions, whether or not we may have received some form of revenue or other remuneration in connection with such transactions, and we will not be liable for any costs or damages arising out of, either directly or indirectly, you or any other person involved or related to the transactions.

Payment

  1. All functionalities and features of the Service are paid functionalities (hereafter collectively referred to as “Functionalities”). You agree to pay the charge associated with the use of Functionalities within 30 days. We may suspend or cancel your access to the Service if we do not receive such charge on time. Suspension or cancellation of your access to the Service for nonpayment could result in a loss of access to and use of your Account, as well as loss of your User Content stored on the Service.
  2. To pay the charges for Functionalities delivered through the Service, you will receive a payment method by email at the time you sign up for such Functionalites. You can access and change your billing account information and payment method by changing your account information in your dashboard Stockchain. You agree to keep your billing account information current at all times. You acknowledge that to the extent you send account or payment information via the Services, the collection and use of such data may be governed by the terms of our third party payment processors.
  3. By issuing a payment to Stockchain with a payment method, you

(i) represent that you are authorized to use the payment method that you provided and that any payment information you provide is true and accurate;

(ii) authorize Stockchain to charge you for the Functionalites using your payment method; and

(iii) authorize Stockchain to charge you for the Functionalities. We will bill you in advance of each billing period and on a recurring basis. Typically, a billing period entails a month.

  1. Subscription to our Service is automatically renewed each billing period. The charge for each billing period is based on the Functionalities of the Service you use in combination with other factors including, but not limited to, the number of imported items, number of connections and number of shops. Calculation of the height of the charge is done automatically and can vary each billing period. More information on pricing can be found on http://getstockchain.com/pricing/. To stop your subscription, you must cancel the Functionalities before the billing date to avoid being billed for the renewal. If you cancel your recurring payment option, your account will remain active until its next renewal date. In case of such cancellation, you will not be given any refund. If you delete your account before the end of the period for which you paid, your cancellation will take effect immediately. In case of deletion of your account, you will not be given any refund.
  2. We will provide you with an invoice via email. We will later update the Service in such a way that you are able to view your invoices in your Account settings. If we make an error on your bill, you must tell us within 30 days after the error first appears on your bill. We will then promptly investigate the charge. If you do not tell us within that time, you release us from all liability and claims of loss resulting from the error and we will not be required to correct the error or provide a refund. If Stockchain has identified a billing error, we will correct that error within 30 days.
  3. When you use Functionalities from us, you agree that we may begin to provide Functionalities immediately. You will not be entitled to a cancellation or “cooling off” period, except if the law requires a cooling off period. Payment for Functionalities (whether these are transactions or subscriptions) is non-refundable.
  4. Stockchain may change the price of the Functionalities at any time and will notify you by email at least 30 days before the price change. This does not include the change in subscription because of the factors as stated in paragraph 17. If you do not agree to the price change, you must cancel and stop using the Functionalities before the price change takes effect. If there is a fixed term and price for your Functionalities offer, that price will remain in force for the term.
  5. You must pay for all reasonable costs we incur to collect any past due amounts. These include reasonable attorneys’ fees and other legal fees and costs, in event of default.
  6. If Stockchain owes you a payment, then you agree to accurately provide us with any information we need to get that payment to you within 14 days. You are responsible for any taxes and charges you may incur as a result of this payment to you. You must also comply with any other conditions we place on your right to any payment. If you receive a payment in error, we may reverse or require return of the payment. You agree to cooperate with us in our efforts to do this. We may also reduce the payment to you without notice to adjust for any previous overpayment.

Intellectual Property Rights

  1. All information, data, text, documents, graphics, logos, designs, images, pictures, photographs, videos, weblogs, interactive features or other content, services or materials (or any part of them) accessible on the Service (hereafter referred to as the “Materials”) are protected by copyright, trade marks, database rights and other intellectual property rights and are owned by or licensed to Stockchain or are otherwise used by Stockchain as permitted by applicable law. Nothing contained herein shall be construed as conferring by implication, estoppel or otherwise, any license or right to use the Materials other than as permitted in these Terms of Use.
  2. Stockchain owns and retains all proprietary rights to the Service and all associated copyrights, trademarks, brands, service marks, patents, object’s library, characters, props or other proprietary rights under law. All of the trademarks, service marks, brand and trade names and logos appearing on the Service are the proprietary intellectual property of the owners of such marks or names and you may not use, modify, remove or otherwise infringe any of such proprietary intellectual property. Stockchain shall be free to use any ideas, concepts, know-how, or techniques contained in any communication you send to Stockchain via its Website or Services or by any other means for any purpose whatsoever. When you submit any material or information protected by intellectual property rights (e.g., photos, videos, articles, etc.) to the Website or while using the Services, you represent, warrant and covenant to Stockchain that you have the necessary rights to copy and display such information.

If you believe that any Content or Services on this Website violates or infringes upon your intellectual property rights, please notify us immediately using our contact form in the footer of the website, please provide all specifics necessary for us to consider and respond to your complaint.

  1. By agreeing to use the Service you agree to receive newsletters, alerts, promotional and other emails from Stockchain. You may unsubscribe from these mailing lists as required by law via the Service.

Privacy and Security

  1. We are committed to protecting your privacy and security. All personal data that we collect from you will be processed in accordance with our Privacy Policy, which can be found on our website http://getstockchain.com. You should review our Privacy Policy, which is incorporated into these Terms of Use by this reference, and you confirm that when using the Service, you consent to your personal data being used and processed in accordance with our Privacy Policy.

Disclaimers of warranty

  1. PLEASE NOTE THE FOLLOWING IMPORTANT DISCLAIMERS OF WARRANTIES:

Stockchain does not warrant that the functional aspects of the service will be error free, or that the service will be constantly available, or available at all, or that transmission of data to / from the service will occur at any minimum speed or that the service or the servers that make it available are free of viruses or other harmful components. Stockchain does not warrant or represent that any content associated with or used in connection with the service is factual or error-free or that the use of such material will not infringe rights of third parties. Stockchain reserves the right to correct any errors on and in the service.

Without limiting the foregoing, you acknowledge and agree that everything associated with the service is provided “as is” and “as available” without warranty of any kind, express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, or non-infringement. Stockchain makes no warranties about the accuracy, reliability, completeness or timeliness of the material contained on the service or results to be obtained from using the service. Except as otherwise specifically set forth herein, Stockchain does not make any representation about the quality of any product, services, information or other material purchased or obtained by you through use of the service.

Limitation of Liability

  1. You expressly understand and agree that we and our affiliates shall not be liable for any direct, indirect, incidental, special, consequential, exemplary or punitive damages, or any other damages whatsoever, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if we have been advised of the possibility of such damages), arising out of, or resulting from, (a) the use or the inability to use the service; (b) the use of any materials, user content or other material on the service or any website or websites linked to the service, (c) the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered into through or from the service; (d) unauthorized access to or alteration of your transmissions or data; (e) statements or conduct of any third party on the service; or (f) any other matter relating to the service. in no event shall our total liability to you for all damages, losses, and causes of action (whether in contract, tort (including, but not limited to, negligence), or otherwise) exceed the amount paid by you in the last term, if any, for accessing the service, and in no event exceed one thousand euro (€1000.00). If you are dissatisfied with any portion of the service, or with any of the terms of use, your sole and exclusive remedy is the discontinuation of your use of the service. If any portion of this limitation of liability is found to be invalid, liability is limited to the fullest extent permitted by law.

Indemnification

  1. You hereby indemnify Stockchain and undertake to keep Stockchain indemnified against any losses, damages, costs, liabilities and expenses (including without limitation legal expenses and any amounts paid by Stockchain to a third party in settlement of a claim or dispute on the advice of Stockchain legal advisors) incurred or suffered by Stockchain arising out of any breach by you of any provision of these Terms of Use, or arising out of any claim that you have breached any provision of these Terms of Use.

Third Party Links

  1. The Service may contain links to or allow you to interact with and make use of other independent third-party websites, products or services (“Third-Party Services”). Third-Party Services are not under Stockchain’s control and Stockchain does not necessarily endorse the content, advertising, products, services or other materials on or available from such Third-Party Services. Your use of any Third-Party Services may be subject to the third-party provider’s terms and conditions and privacy policy and may involve the disclosure or transfer of information from or about you to the third-party provider. You will need to make your own independent judgment regarding your use of and interaction with any Third-Party Services. You acknowledge and agree that Stockchain is not responsible for the availability of any Third-Party Services and that Stockchain shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with you use of or interaction with any Third-Party Services.

Termination

  1. Stockchain may at any time and without notice terminate your Account in its sole discretion, including, without limitation, for breach by you of any of your representations, warranties or obligations under these Terms of Use. Stockchain may also suspend or terminate your access to the Service if you have a free Account and have not accessed it for ninety (90) or more consecutive days, in which case Stockchain will provide notice of any such suspension or termination at least seven (7) working days prior to the Account being terminated.
  2. You may terminate your access to the Service at any time, with or without cause by sending notice of cancellation via email using the contact form in the footer of the website http://getstockchain.com. Upon any termination of your access to the Service: (i) your Account may be canceled and closed or suspended and your user identification code and password shall be deactivated; (ii) all User Content uploaded by you shall be removed from the Service;
  3. Cancelation of your Account shall not relieve you of any payment obligations that may have arisen prior to such termination, or any other obligations pursuant to any other agreement that has not been specifically terminated.

Miscellaneous

  1. All terms and conditions of these Terms of Use which are destined (whether expressed or not) to survive the duration or termination of the agreement between Parties shall so survive.
  2. These Terms of Use constitutes the final and complete expression of the Parties’ agreement and understanding with respect to the subject matter herein and supersede all other prior agreements.
  3. Your use of the Service does not give you any authority to act as an agent, legal representative or employee of Stockchain or of any third party with whom Stockchain has a relationship, and you agree not to represent that you are otherwise.
  4. Stockchain may transfer, sub-contract or otherwise deal with Stockchain’s rights and/or obligations under these Terms of Use without notifying you or obtaining your consent. You may not transfer, sub-contract or otherwise deal with your rights and/or obligations under these Terms of Use.
  5. Should any of the provisions of these Terms of Use be determined to be null and void, invalid and/or otherwise unenforceable, this shall in no way affect the legality, validity and/or enforceability of the other provisions of these Terms of Use. Moreover, upon such determination of one or more provisions of these Terms of Use being, in whole or in part, void, invalid or unenforceable, the Parties shall negotiate in good faith in order to replace the provision in question with a valid and enforceable provision which in its economic effect complies most with the void, invalid or unenforceable provision.
  6. These Terms of Use and any renewal and/or modification thereof shall be governed by and construed in accordance with the laws of the Netherlands. Any dispute or difference arising out of or in connection with these Terms of Use shall be the exclusive jurisdiction of the Dutch courts.

Applicability of Other Terms

In addition to these Terms of Service, additional or different terms and conditions (“Other Terms”) may apply in connection with certain types of available features or Content. If applicable, these Other Terms will be set forth (i) where you are permitted to access such available features and Content, or (ii) in a link adjacent to where you are permitted to access such available features and Content. You should carefully review all Other Terms, as applicable, before accessing and using such available features and Content. These Other Terms are incorporated into and made a part of these Terms of Service by reference. In the event these Terms of Service directly conflict with the Other Terms, the Other Terms shall control with respect to the specifically conflicting subject matter.

Contacting Stockchain

If you have any questions about these Terms and Conditions or your dealings with the Stockchain website, you can contact us at using the contact form in the footer of our website http://getstockchain.com.