Effective from March 9th, 2021
These Terms of Service (Terms) set the relationships between you and ELSOFT UAB regarding your use of WiseXML application, located at https://app.wisexml.com and any other services available through this website WiseXML website.
Please read this terms carefully before using our services. By giving consent to comply with our terms of service you are entering into a contract with ELSOFT UAB (registered under the laws of Lithuania, EU), having a principal place of business at Kauno st. 16, Vilnius 03212 Lithuania. If you do not agree or you are not able to comply with these terms please – do not use WiseXML.
We may change these terms any time and you will be informed about any changes.
- Website, websites – the website operated by ELSOFT UAB available at https://www.wisexml.com
- You, user – a person using WiseXML app or accessing WiseXML websites
- Our, us, we – means ELSOFT UAB
- Setup, setup processes – a setup of synchronization of chosen product webpage on your website(s), merchant account or Supplier with your account on another separate website or marketplace.
- Supplier – a third party organization, what you have a right to access Supplier’s products and publish them on your Sales channel
- Product – means an item listed on your website or your Supplier, that can be synchronized through WiseXML App.
- WiseXML is an application that allows you to automate the process of Product upload and Synchronize data between your website, your supplier and other Sales channels.
- You have to create a personal account (in some cases we do it for your) before using WiseXML. by entering required information. Upon registration, you will receive a free subscription to WiseXML which will hold and empty account. You can upgrade your account by purchasing a paid monthly or annual subscription.
- WiseXML app synchronizes Products according to the given identifier (“SKU identifier”). In case there is more than one product with the same identifier (f. e. matching SKU), we will not be able to synchronize them with different content.
- Use of our Services
- A person who has registered an account with WiseXML will:
(1) comply with these Terms of Service while using our websites and services
(2) be held responsible for all activities that occur under user’s account on WiseXML
(3) provide us with information which is accurate, relevant and up-to-date and immediately inform us on any illegal, unauthorized activity or a security breach
- Any WiseXML user will not:
(1) upload any content or information that contains harmful technology (virus) that unlawfully access information stored within the service or on the hardware of ELSOFT UAB or any third party
(2) interfere with, hack, reverse engineer, modify, copy, clone the functionality, features of the WiseXML app
(3) access the WiseXML app with intent to create a comparable or similar application
(4) copy any intellectual property, ideas or functions of the WiseXML
(5) create accounts with intentions other than using or trying WiseXML services. Content scraping, creating bulk accounts, upload of a file that is limited by intellectual rights of any other party (copyright, patent etc.) ir not allowed.
- ELSOFT UAB has a right to suspend or cancel the account of any WiseXML user who is accused of breaking the rules as mentioned in this Terms of Service document. In such event, we reserve the right to cancel or suspend the user account no refund.
- WiseXML provides services on prepaid basis, unless agreed otherwise.
- Each plan includes the available number of products, import profiles (data sources from suppliers) and export profiles (integrations with sales channel) and is done on monthly / yearly basis starting from the day of making the first payment. Subscription is extended (renewed) automatically at the end of the billing term with automatic charging to your account. If you would like to stop automatic renewal, you have to turn off automatic billing by informing or cancel the subscription.
- All fees are in Euros (EUR) and are excluding Value Added Tax. VAT and other taxes will be applied during the purchase. You are responsible for paying own taxes in your country of residence (business registration).
- ELSOFT UAB reserves the right to change pricing at any time. Any changes to the pricing are not retrospective and will not apply to the purchases made in the past.
- If needed, you can change your subscription plan with us at any time. When you purchase a subscription plan with an larger number of export / import integrations or amount of products (upgrade), the change will be immediately. If you choose to downgrade your plan with fewer export / import integrations etc., changes will becomes effective at the beginning of the next billing term.
- You can cancel the subscription plan at any time with giving any reason. Just email us to firstname.lastname@example.org about decision to cancel subscription and we will respond with confirmation. We do not issue any refund for the subscription fees in case you want to cancel your subscription.
- Setup Procedure and Policy
- Once setup is done, synchronized products will be uploaded and updated regularly based on your plan. They will be accessible in WiseXML app.
- Each export and import synchronization requires separate setup.
- If you choose to purchase the annual (yearly) subscription with us, you will receive a free Setup service as described in the purchased subscription plan. The setup service will be provided upon your request.
- You can do a setup on your own free of charge. If you request a Setup service, you will be charged as described in our pricing or based on individual quote.
- Paid setup can be unsuccessful in case of issues on third party platforms you have an account with (f. e. modified ecommerce platform, custom extensions, insufficient hosting server resources etc.). We will try to identify the risks and notify you before we start the setup. However, if setup is unsuccessful, payments are not refundable.
- Additional Services
- The following additional services can be performed by WiseXML to ensure a seamless and effective multichannel sync process. This could include: individual (custom) work on your website, individual Connector Modules adjustments, remote training etc.
- If you request additional services, we will provide pricing, list of information required and approximate terms / dates.
- Upon purchasing additional services you will provide us with access to your account, information, tools that we may require to perform additional services. We will not be responsible for any delay which may cause losses to you.
- All payments you make are operated by Braintree Payments, which is a service of PayPal company (PayPal (Europe) S.à r.l. et Cie, S.C.A. is duly licenced as a Luxembourg credit institution). Braintree may require or collect your information in order to process payments and transactions. We do not store or process your Credit Card information. Braintree is responsible of payment process on their own platform.
- We will charge your account 24 hours before the end of current subscription period. If you wish to cancel your subscription, you must do this at least 24 hours before the end of the current period.
- We have invested time and resources to create and develop WiseXML app. Therefore, subscription fee is paid in exchange for server resources and access to WiseXML features, based on the chosen plan.
- Subscription fee is not refundable.
- Your account plan will be suspended in case of not paying or payment failure (expired card, insufficient funds etc.). You will still be able to login to your account, however some features and synchronization will be disabled.
- Setup fee is charged on a fixed price basis according to the price list or an individual quote. All other additional services (if requested) are charged based on the estimated time required to complete the task. Our hourly rate for additional services in 45€ / hour.
- We have the right to adjust our plan pricing and fees at any time with no prior notice. All pricing changes will not have affect for the payments you have already made.
- Services Availability
- We may refuse to provide the services or limit our services without giving a reason if we think it is needed. This involves such cases as: (A) billing information you have provided in not valid or we were not able to process the payment; (B) we have suspicions that your order is made with fraudulent intentions; (C) we have had refund disputes in the past
- Third-Party Access
- In order to provide our services, we will receive from you access to third party accounts (f.e. logins, API keys etc). There fore you grant us a grant us a right to access and use your third party account content available through such third party services. We will use this content (product catalog) for the purpose of delivering our services.
- In order to provide our services, you hereby grant us a right use and process the content of your accounts synchronized through WiseXML.
- You represent and warrant that you have a right and are entitled to (A) share and disclose your third party account logins information with us; (B) grant us access to your third party account, without breach of the terms and conditions that govern the use of respective third party service.
- Intellectual Property Right
- All content included or available on the Website, such as advertisements, text, graphics and software, is the property of WiseXML and/or third parties and is protected by copyrights, trademarks or other intellectual and proprietary rights.
- We grant you a limited, non-exclusive, non-transferable right to use the WiseXML with it’s features according to your subscription plan you chose with us.
- Warranty Disclaimer
- The website, app and the services are provided on an “as is” and “as available” basis. WiseXML makes no representations or warranties of any kind, express, implied or statutory. We disclaim all warranties including without limitation:
(A) the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement;
(B) that the WiseXML app website or services carried out by us will meet your requirements, will always be available, accessible, uninterrupted, timely, secure or operate without error
(C) any implied warranty arising from course of dealing or usage of trade
(D) any obligation, liability, right, claim whether or not arising from the negligence of WiseXML, suppliers or distributors.
- We do not provide any warranties or guarantees of any kind, whether express, implied, statutory, and specifically disclaims all implied warranties or guarantees, including any warranties of merchantability or fitness for a particular purpose, any warranty that WiseXML, our content, setup or additional services will be uninterrupted or error-free, defect-free, any warranty as to the results that may be obtained from the use of WiseXML, setup and additional services or of non-infringement, in each case to the maximum extent permitted by applicable law.
- We will not be responsible or liable for any damage or loss caused by our service to the third party you granted us access to.
- You hereby agree to, at your own expense, indemnity, defend and hold WiseXML and our officers, directors, agents, subsidiaries, affiliates and employees harmless from and against any loss, cost, damages, liability, or expense arising out of or relating to
(A) a third-party claim, action or allegation of infringement, misuse or misappropriation based on information, data, files or other content on the website and app
(B) any manipulation, fraud or other breach of this Terms and Conditions Agreement by you
(C) any third-party claim, action or allegation brought against WiseXML arising out of or relating to a dispute with you over the terms and conditions of an agreement or related to the purchase or sale of any goods or services
(D) your violation of any law or the rights of a third party
(E) your relationships with third party services, to which you grant us access.
- Limitation of Liability
- You agree that, to the maximum extent permitted by applicable law, your sole and exclusive solution for any problems or dissatisfaction with the WiseXML is to stop using our website and services.
- To the maximum extent permitted by applicable law, ELSOFT UAB, its employees, officers, shareholders, directors, agents, subsidiaries, affiliates, successors, suppliers, assigns or licensors will not be liable for any direct, indirect, special, incidental, punitive, exemplary or consequential damages or any loss of profits or revenues, whether incurred directly or indirectly, or any loss of data, use, good-will, or other intangible losses, arising out of your access or use or inability to access or use WiseXML even if you have been advised of the possibility of those damages and even if a remedy fails of its essential purpose. This condition will not limit our liability for death or personal injury caused by our gross negligence, fraud, or willful misconduct.
- In no event, will our aggregate liability exceed the amount you paid to us during the one year prior to the incident.
- Force Majeurey
- In case of force majeure, the parties to the contract shall comply with the 15/07/1996 Resolution of the Government of the Republic of Lithuania No. 840 “On the approval of the rules on exemption from liability under force majeure circumstances”.
- In the event of Force Majeure, we will not be liable to you in respect of any consequential, non-financial, direct or indirect damages.
- Term and Termination
- This agreement will remain in force until one of the parties to the agreement terminates the contract. You may terminate these Terms and Conditions at any time by the termination of your account.
- We may terminate the agreement at any time without notice or provided reason by by suspending your account. This can happen if you fail to follow with these Terms and Conditions.
- In case your account is terminated or suspended, you will remain liable for all amounts due up to, and on the date of termination / suspension.
- Final Provisions
- If any part of these Terms is found to be invalid, illegal or unenforceable, it will not affect the validity or enforceability of the remaining text of these Terms.
- These agreement could be translated into multiple languages. However English language version will will be considered as the official version.
- Disputes and disagreements which may arise between the parties in the course of the performance of services or in connection with that Terms will be settled by negotiation. If no joint solution is found, disputes will be resolved in the courts of the Republic of Lithuania.
Our address: Kauno st. 16, 03212 Vilnius, Lithuania
Telephone: +370 52 372272
Legal name: ELSOFT UAB
Business registration No.: 301593663
VAT No.: LT100004846317