Terms of Service

Sellar

TERMS AND CONDITIONS OF USE

1. Getting Started

1.1 Welcome to Sellar! We’re happy to have you on board. These Terms and Conditions set out how You may use Our Platform and Services. They also describe Our obligations and liabilities to you with respect Our Platform and the Services we provide You. Please read them carefully.

1.2 When Our Relationship Starts and Ends: Our Agreement with You commences from your Setup Date. After that, the Agreement shall be automatically renewed for successive months, unless: either party provides written notice of termination to the other party before the expiration of the end of that monthly period.

By using The Platform, You signify Your acceptance of these Terms and Conditions on behalf of your Company.

1.3 We may make changes to these Terms and Conditions: We’ve aimed to keep our legal documents as simple and readable as possible, but we may update them from time to time. We will let you know when We have updated these Terms and Conditions the next time You log-in to the Platform or will notifiy You by email. By continuing to access Our Platform and use Our Services, You confirm your acceptance to Our updated Terms and Conditions.

1.4 Where to find the meanings of definitions We use in this Agreement: You can find definitions for the capitalised words we use in this Agreement at the end of these Terms and Conditions.

2. Our Provision and Your Use of our Platform and the Service

2.1 Provision of Services. (i) You may access and use Our Platform and Services, and (ii) We will make Our Platform and Services available to You and provide the Support Services to You for your use in accordance with this Agreement.

2.2 Your Account. You will designate an Administrative User who will be responsible for establishing and managing Your use of the Services, including adding and removing Users of Your instance of Our Platform. You are solely responsible for maintaining the status of Your Users. You will safeguard all User authentication credentials in Your possession or under Your control. You are responsible for all activities of Your Users (except to the extent resulting from any breach or non-conformance by Us of Our obligations under this Agreement).

2.3 Your General Responsibilities. You are solely responsible for obtaining and maintaining your internet access to the Services. You are solely responsible for the accuracy, quality and legality of the Your Data that You or Your Users input into Our Platform. You must comply and will ensure that Your Users comply with the Acceptable Use Policy, all other Policies and terms of this Agreement. You are responsible for acts and omissions of any of Your Users relating to this Agreement as though they were Your own. You must not use the Services in any way which breaches this Agreement, any applicable laws or for any other unlawful purposes.

2.4 Technology Improvement. We may modify Our Platform as We determine necessary to improve it or to reflect changes to Our Platform, technology, information security practices and/or any legal requirements. We will notify You in advance of any material modifications which substantially and adversely affect our Service except in cases of emergency, (such as critical vulnerability remediation, in which case We will provide as much prior notice as is reasonable in the circumstances). We will not be obligated to provide You with any refund for modifications made by Us to address (i) changes in applicable law, (ii) changes in its third-party certification standards we may obtain from time to time , or (iii) a security vulnerability, unless, those changes make it impossible for You to continue to use Our Service.

3. Intellectual Property Rights & Permissions to Each Other

3.1 License by Us. Subject to any specific limits set out in writing, from the Start Date until termination of the Agreement by either party, We grant You a limited, non-exclusive, non-transferable, royalty-free, revocable, worldwide license, without right to sub-license to access and use the Services strictly in accordance with this Agreement.

3.2 License by You. You grant to Us, a limited, non-exclusive, non-transferable, royalty-free sub-licensable license to: (a) use Your Data, solely as necessary to perform the Agreement and (b) for the purposes of reporting on the performance, developing and providing new and different products for You and our other customers (provided that such use is aggregated and anonymised and does not identify You. We remain responsible to You for any acts and omissions of any sub-licensors we may work with in our performance of this Agreement.

3.3 Ownership of Intellectual Property Rights.

(a.) Ownership and Use of Your Data. You retain all of Your rights, title, interest and Intellectual Property Rights in and to Your Data and Your Confidential Information. No ownership interest in Your Data or Your Confidential Information is transferred or conveyed to Us by virtue of this Agreement. We will use Your Data and Your Confidential Information only as described in this Agreement.

(b.) Our Intellectual Property and Ownership Rights. As between You and Us, both We and Our licensors retain and own all rights, title, interest and Intellectual Property Rights in and to Our Platform or Our Confidential Information, and all enhancements or improvements to, or derivative works with respect to any of it created or developed by or on behalf of Us. Nothing in this Agreement transfers or conveys to You any Intellectual Property Rights in Our Platform and Our Confidential Information.

3.4 Restrictions. You will not: (i) reproduce, publish, display, distribute, sell, share, sublicense, transfer, rent, lease, publish, broadcast, timeshare, loan, disclose or otherwise make available Our Platform or any part of it to any third party; (ii) reverse engineer, disassemble, decompile or otherwise attempt to derive source code from Our Platform, or any part of it; (iii) modify, translate, adapt, alter or create derivative works based upon Our Platform or any part of it; (iv) remove any proprietary notices, labels, trademarks or service marks on Our Platform; or (v) use Our Platform for any purposes other than those explicitly stated in this Agreement.