This terms of service agreement governs your access to, and use of, the websites, services and applications which are owned, operated or provided by or on behalf of Hoculus srl.
As used in this Agreement, “you” and “your” refers to you, the person accessing the Services; “we” means (and “us”, “our”, “ours” and “ourselves” refer to) Hoculus; and “party” or “parties” refers to both you and us. The effective date of this Agreement is when you accept it, in accordance with the terms and conditions that are set out below.
YOUR ACCESS TO AND USE OF THE SERVICES IS SUBJECT TO LEGALLY BINDING TERMS AND CONDITIONS. PLEASE CAREFULLY READ ALL OF THE FOLLOWING TERMS AND CONDITIONS. ACCESSING OR USING THE SERVICES IS THE EQUIVALENT OF YOUR SIGNATURE AND INDICATES YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS AND THAT YOU INTEND TO BE LEGALLY BOUND BY THEM. IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, PLEASE DO NOT USE THE SERVICES.
You can view, print, download or save this Agreement at any time, under the “Terms of Service” link that appears on our website. We reserve the right to change these terms and conditions at any time without notice, by updating this Agreement, and such changes will be effective as of the date these updates (or an updated version of this Agreement) is posted to our website. We may provide notice to you of material revisions by means of a general notice on our website. Your continued use of the Services after such revisions are posted will signify your agreement to these revised terms. Therefore, you should visit this page periodically to review this Agreement.
Our services are described in detail on our website.
We offer Marketing, Logistics and e-commerce development services. Furthermore, we develop and make available to you apps which are designed to enhance your e-commerce platform. Our eCommerce apps are built to provide additional value-add features to your existing storefront. In some cases, our apps may permit you to receive, sell, and otherwise use material (“Uploaded Content”) which is uploaded by third parties (“Content Uploaders”). We can also custom develop apps for your store, provide webmaster services, and many other e-commerce services. You can access information on our current apps at hoculus.com.
The specifics of each aspect of the Services (including technical details, support and pricing information) are posted on our website, as we may amend them from time to time, as well as in any applicable statement of work we may issue to you, in respect of the Services. Where you engage us to custom develop Services, the details of our engagement will be governed by any additional documents and agreements as part of that engagement. We take reasonable efforts to explain each Serviceʼs features to you on our website, but we canʼt guarantee a Service will look or perform exactly like it appears on a demo page. If you have any questions about any terms or details of any of our Services, please reach out to us at the contact information below. Hoculus shall use commercially reasonable efforts to provide technical support for Services. We are not responsible for providing technical support for any apps, products, or services provided to you by third parties.
Payments & Terms
Sales are finalized once you make your purchase. If we are required to pay any chargeback fees in connection with your use of our services, you agree to compensate us for those fees. We will typically bill you monthly. You are required to pay the amount billed within 15 days.
All Services are provided on a per store basis, meaning you will have to purchase Services on an individual store basis. For example, if you have two stores, and you wish to use one of our apps for both stores, you must purchase two subscriptions to that app.
Unless otherwise indicated, the sale is finalized when you conclude the purchase of the Service, and your method of payment will be charged following your predefined billing cycle on that eCommerce platform. When you make a payment, you confirm that you are entitled to use the method which you have used to make the payment. All payments to Hoculus do not include applicable sales, goods and services, harmonized, or any other taxes or fees, which may be charged by governmental authorities. Such taxes and/or fees will be added to the total amount you are required to pay and billed to your method of payment. Payment of these taxes and/or fees will be your sole responsibility. You agree to indemnify and hold harmless Hoculus and its officers, directors, subsidiaries, affiliates, employees, representatives, agents, licensors and their respective successors and assigns (collectively, its “Others”), against any chargeback costs (plus any taxes or related fees) which we are required to pay, as a result of a payment dispute with you or in relation to a payment you have made to us for the Services.
In the event that you are billed directly by us, in most cases, you will be billed in advance of your payment period, typically monthly. In some cases, such as for overages, you may be billed in the month after the overages incurred. You must make all payments, without any setoff or deduction for any reason, within fifteen (15) days of the date of your invoice in a manner determined by us in our sole discretion.
All payments are made payable in EUR or USD.
If we offer you a trial period, you will not be charged for using the applicable apps during that period. These terms apply during any trial period. If you continue to use the services after the trial period ends, you will be charged for such use and these terms continue to apply.
We may offer a trial period for certain Services before being required to purchase or subscribe. The duration and specific terms of the trial period will be published to our websites and during the Services install process. You will not be charged for the Services until the trial period has expired. You agree that even though you may have access to the Services on a trial basis, free of charge, you will be bound by the terms and conditions of this Agreement. Your continued use of the Services following the conclusion of the trial period constitutes your consent to be charged for those Services and to the provisions in this Agreement.
Right to use the Services and Intellectual Property
All of our services (and the code that makes them work) belong to us, but we grant you a limited right to use them to operate your online store. You are not allowed to use, change, copy or do
anything else with Our Content without getting our “ok” in advance.
Subject to your compliance with the terms and conditions of this Agreement, we hereby grant to you a limited, non-exclusive, non-assignable, non- sublicensable, revocable right to install and use the Services for the purpose of operating your online store. This right terminates upon termination of this Agreement or any other agreements previously provided to you by us, as may be applicable. For certainty, if you uninstall all our apps, your Agreement is terminated automatically. Any and all rights not expressly granted to you are reserved by us, and this Agreement does not confer to you a proprietary interest in any Services.
All materials displayed or otherwise accessible on or through the Services, including source code (“Our Content”), and the selection and arrangement of Our Content, are protected by copyright, pursuant to Canadian copyright laws, international conventions and other copyright laws. We either own the intellectual property rights, including copyright, or have acquired the necessary rights or licences, in Our Content. Portions of Our Content may have been licensed to us or published on our website, or as part of our Services, by third parties. Any reproduction, modification, publication, transmission, transfer, sale, distribution, display or exploitation of the Services or Our Content, whether in whole or in part, without our express written permission, is strictly prohibited. Certain words, phrases, names, designs or logos made available on or through the Services may constitute trademarks, service marks, or trade names that are owned by us or others. The display of such marks on or through the Services does not imply that you have been granted a license by us or others with respect to them. If you believe in good faith that any material that is made available on or through the Services, infringes your copyright, please notify us link on our website. Subject to the terms and conditions of this Agreement and the API License Agreement, you are granted a limited personal, non-exclusive, non- transferable, revocable license to access, view and use our website, including a limited license to download, print and store single copies of Our Content (other than source code) from our website, for your personal use, provided that you maintain all copyright and other notices contained in such items and you do not (and do not allow any third party to) copy, modify, create derivative works of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, in our website. Our Content must not be reproduced, republished, or disseminated in any manner or form without our prior written consent or the prior written consent of the third parties from which such information was collected, as the case may be.
Continued Use, Updates and Upgrades
We can alter or remove the services at any time. If we update the services, we may make those updates available to you but we are not obligated to do so.
We reserve the right to modify, update, remove or disable access to any Services, without notice to you, and we will not be liable to you if we exercise those rights. When you purchase a particular Service, you are purchasing the right to use that Service as of the time you purchase it. You are not paying for the right to any updates, upgrades or future versions of the Services, though we may make such updates, upgrades or future versions available to you, in our sole discretion. We do not warrant, represent or undertake to provide any updates and in no event shall we be liable to you for our failure to do so.
Third Party Services and Content
We are not responsible for any issues between you and third parties. If you choose to use services (e.g., apps) from third parties, you do so at your own risk. This includes third party services that we may give you access to. We make no warranties or guarantees for any third party services.
We are not a party to any relationship between you and any third party, including, but not limited to, you and your eCommerce platform or you and your customers (your “Customers”), and as such, we have no responsibility to you as regards to your relationships with these third parties. You acknowledge and agree that you have no recourse against us for any acts or omissions of third parties, and your interaction with third parties is entirely at your own risk. Your use of the Services may rely on services and products which are offered by third parties (“Third Party Services”). We have no responsibility to you for anything third parties do (or fail to do) and we provide no warranties or guarantees about third parties or Third Party Services. Your use of Third Party Services may be subject to specific terms and conditions which are set by those third parties. We may make third partiesʼ content and materials (“Third Party Content”) available to you through our websites, such as reviews. Our making available of such Third Party Content does not constitute an endorsement or recommendation, and we are not responsible for any reliance you may place on Third Party Content. We make no warranties or representations as to any Third Party Content and we shall have no liability for it. Any opinions or statements made by third parties are those of such third parties, and do not necessarily state or reflect our views. You agree that we will have no liability to you with respect to the acts, omissions, errors, representations, warranties, breaches or negligence for any damages or expenses resulting in any manner from your interactions with any:
a) third parties;
b) Third Party Services;
c) Third Party Content, and we are not obliged to become involved in any disputes you may have with any third parties. If you have a dispute with any third parties, you release Hoculus and its Others from any direct, indirect, incidental, special, consequential, exemplary or other damages whatsoever, including, without limitation, any direct, indirect, incidental, special, consequential, exemplary or other damages, arising out of or in any way related to such disputes and/or our Services.
As is standard for “software as a service” contracts such as this, we provide our services “as-is”. That means, it may have errors or your access may be interrupted. We do not provide any warranties for the services.
The Services and the materials on our website are provided on an as-is, as- available, basis and without warranties of any kind, expressed or implied. By accessing and using the Services and the materials on our website, you acknowledge and agree that such access and use is entirely at your own risk. We make no representation or warranties regarding the use or the results of the Services or the materials on our website (whether provided directly by us or through third parties or our affiliates), including, without limitation, that the Services or materials on our website will be accurate, complete, correct, timely or suitable, that the Services and the materials on our website are of merchantable quality or fit for a particular purpose, that the Services and the materials on our website will be available or uninterrupted at all times or at any particular time, or that the Services and the materials on our website will be free from errors, viruses or other harmful components. To the fullest extent permissible pursuant to applicable law, we disclaim all warranties, express or implied, including, but not limited to, warranties and conditions regarding the use of the Services and the materials on our website, including all implied warranties or conditions of merchantability, fitness for a particular purpose or non-infringement, whether express or implied, or arising from a course of dealing, usage or trade practice. We are not responsible for what others do with any materials or information you choose to share using the Services.
Limitation of Liability
Our liability to you is limited. This section is very important for you to read in full; we urge you to do so.
THIS SECTION LIMITS OUR LIABILITY TO YOU. PLEASE READ IT CAREFULLY. To the maximum extent permitted by law, under no circumstances shall you be entitled to recover any special, incidental, consequential or indirect damages
from Hoculus or its Others, which you may suffer arising out of, caused by, or in connection with, the use, or inability to use, the Services, any inaccuracy, incompleteness or incorrectness contained in the materials displayed, accessed or used as part of the Services, or your reliance or acting upon the materials used as part of the Services, including any loss or damages in the nature of or relating to lost business, lost savings, lost data and/or profits, regardless of the cause and whether arising in contract, tort, in equity, at law or otherwise, and whether or not Hoculus has or had been advised of the possibility of such losses or damages. Unless otherwise agreed to by you and Hoculus in writing, under no circumstances shall the liability of Hoculus and its Others to you, for damages or losses suffered by you arising out of, related to or caused by, the Services, or the use thereof, exceed a maximum equal to the amount actually paid by you for the Services in the three (3) monthsʼ period preceding such losses or damages. You acknowledge and agree that the payments paid by you for the Services reflect the allocation of risk set forth in this Agreement and that Hoculus would not enter into this Agreement without these limitations on liability.
You agree to release, remise and acquit Hoculus and its Others from any claims, actions, demands, costs and expenses of any kind whatsoever, whether in contract, negligence or tort, at law or in equity, or by statute or otherwise, howsoever caused, with respect to your use of, or our operation of, the Services, except as may be set out in the preceding paragraph.
You agree to compensate us for losses that we may suffer in connection with your use of the services.
You agree to indemnify and hold harmless Hoculus and its Others from any claim or demand (including reasonable legal fees, expert fees and other reasonable litigation costs), arising from, incurred as a result of, or in any manner related to, your use of the Services, including, but not limited to: a) your breach of this Agreement; b) any misrepresentation made by you to any third party; c) any third party claim in respect of the Services involving or related to your or your Customersʼ use of the Services; d) your ability or your Customersʼ ability to access and use the Services; or e) your violation of applicable laws, rules or regulations or the rights of any third party.
Cancellation, Termination & Refund Policy
We may change, suspend or terminate your access to the services at any time. You may cancel your subscription to our services at any time and without incurring any fees by uninstalling the apps that you no longer want to use. Your next invoice will be adjusted accordingly. After the services are terminated, you will lose access to them.
If you breach any provision of this Agreement (as determined by us, in our sole discretion), we may terminate this Agreement and you may no longer use the Services. We may, at any time, and for any reason, with or without cause, and in our sole discretion, immediately suspend or terminate (in whole or in part) your permission to use the Services and this Agreement, all without notice or liability to you or to any other person.
We shall not be responsible for refunding or otherwise paying any funds, amounts or credits that may be owed to you if we have suspended or terminated your permission to use the Services or any part thereof. We reserve the right to cease, suspend or interrupt operation of, or access to, the Services or any part thereof, and we shall not be required to provide any notice in respect of such cessation, suspension or interruption of access, nor shall we have any liability for such cessation, suspension or interruption of access. While we do not offer any refunds on the Services and all sales are final, you may cancel your subscription(s) at any time for no additional charges. Simply uninstall the app(s) (or other Services) that you no longer want to use and your next invoice will automatically be adjusted to exclude the app(s) (or other Services) you uninstall (provided that, in the case of subscription based Services, your invoice will be adjusted during the first billing cycle after you uninstall the app). If you no longer use any of our apps or Services and you no longer owe us any fees, you wonʼt receive any further invoices. Upon termination, all payments for Services received pursuant to this Agreement shall become due immediately. Please note that this cancellation policy may not apply to custom developed Services/deliverables which you have engaged us to create/perform for you.
When the Services are terminated by you or by us, for any reason, we will stop providing the Services to you, and you will no longer be able to access your Hoculus account. You shall uninstall and/or delete any apps or other software you have downloaded from us. The termination of the Services may result in the loss of content which is associated with your account and we are not responsible for storing or providing you copies of such content. Personal data tied to your Hoculus account will be permanently deleted or anonymized within 60 days of the termination date.
Provisions which, by their nature, should survive termination of this Agreement (including, without limitation, obligations you have to pay or indemnify us, limitations on our liability and any releases of us, terms regarding confidentiality, ownership of intellectual property rights and rules which govern disputes between us), shall survive termination of this Agreement.