- The person or organization signing up and/or managing the account, together with all users accessing Atom8 or BackOrder on that person’s behalf (collectively, “you” or “Users”) accept and agree to be bound by these Terms. SmartOSC grants you a limited, non-exclusive, non-transferable, revocable license to use Atom8 or BackOrder (the “License”) in accordance with these Terms. The License rights shall take effect after (i) the License Fee or Subscription Fee, if Atom8 & BackOrder are provided on a subscription model, is received by SmartOSC and Atom8 & BackOrder are downloaded.
- IF YOU DO NOT AGREE TO ANY OF THESE TERMS, YOU SHOULD NOT USE ATOM8 OR BACKORDER. ALL RIGHTS NOT EXPRESSLY GRANTED TO USERS IN THESE TERMS ARE RESERVED BY SMARTOSC.
2. Fees and Taxes
- The User shall pay to SmartOSC license fee (the “License Fee”) or subscription fee (the “Subscription Fee”) for each License and for other services as indicated in relevant license orders or agreed between the parties; the License Fee and the Subscription Fee are non-refundable, even if you only use part of a month or year’s subscription for Atom8 & BackOrder. Unless required by law, we shall not provide refunds in connection with Atom8 & BackOrder.
- The License Fee shall be paid prior to Atom8 & BackOrder being installed. If Atom8 & BackOrder is provided on a subscription model, payment for the first subscription period shall be made once the subscription period starts. Payments for any subsequent subscription periods shall be made not later than on the last day of every subscription period. SmartOSC is entitled to grant a grace period of 15 (fifteen) days on payment of Subscription Fee in case the User fails to make a timely payment. Such grace period cannot be provided for the payment for the first subscription period.
- Any other payment by the User pursuant to this Terms shall be due within 15 (fifteen) days after the date of the respective invoice.
Atom8 & BackOrder are licensed, not sold, and the User receives no title to or ownership of any copy or of Atom8 & BackOrder themself. Furthermore, the User receives no rights to Atom8 & BackOrder other than those specifically granted in this Terms. Without limiting the generality of the foregoing, the User shall not:
- Modify or create derivative works from Atom8 or BackOrder, except where it is done under approval of SmartOSC
- Distribute or sublicense Atom8 or BackOrder
- Use Atom8 or BackOrder (or any part thereof) for service bureau, time-sharing, hosting or like purposes or in any other way allow third parties to exploit (this paragraph shall not restrict the rights of the User to allow its customers to use Atom8 or BackOrder as part of the end product delivered by the User to its Users and where it is needed to access or use the end-product delivered by the User to its customers)
- Reverse engineer, decompile, disassemble, or otherwise attempt to derive any of Atom8 or BackOrder’s source code except where it is done under approval of SmartOSC
- Assign, sell, sublicense, rent, lease or distribute Atom8 or Backorder (or any portion thereof) in any other way to any third parties
- Remove any Atom8 or BackOrder identification, proprietary, copyright or other notices contained in Atom8 or BackOrder
- Sell or otherwise alienate any device on which Atom8 or BackOrder is installed or stored as backup before deleting all copies of Atom8 or BackOrder
4. Atom8/BackOrder Is Provided “As Is”
- Atom8/BackOrder is provided on an “as is” and “as available” basis, and you use it at your sole risk.
- We do not warrant that:
(a) Atom8/BackOrder will meet your specific requirements;
(b) Atom8/BackOrder will be uninterrupted, timely, secure, or error-free;
(c) Atom8/BackOrder will be accurate or reliable;
(d) the quality of any products, services, information, or other material purchased or obtained by you through Atom8/BackOrder will meet your expectations; or
(e) any errors in Atom8/BackOrder will be corrected.
- You acknowledge that we may use third party suppliers to provide hardware, Atom8/BackOrder, networking, connectivity, storage and other technology in order to provide Atom8/BackOrder. The acts and omissions of those third party suppliers may be outside of our control, and we are not liable for any loss or damage as a result of any act or omission of any third party supplier.
- On behalf of itself and such third party suppliers, we exclude any other warranties that may be implied or otherwise apply under statute or other applicable law, to the maximum extent permitted by law.
5. Limitation Of Liability
- You expressly understand that SmartOSC shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, business, goodwill, use, data or other intangible losses (even if SmartOSC has been advised of the possibility of such damages), resulting from:
(a) the use or the inability to use Atom8/BackOrder (in whole or in part) or any technical malfunctions;
(b) the cost of procurement of substitute goods and services;
(c) unauthorized access to, or alteration of, your communications or data;
(d) statements or conduct of any third party regarding Atom8; or
(e) any other matter relating to Atom8.
- You shall indemnify SmartOSC against all forms of liability, actions, proceedings, demands, costs, charges and expenses which SmartOSC may incur or suffer as a result of your use of Smart Search App or as a result of your failure to comply with these Terms.
- In any case, SmartOSC’s maximum aggregate liability under or in connection with these Terms or your use of Atom8/BackOrder is limited to the amount of Fees paid by you in the past 12 months.
7. No Malicious Or Illegal UseYou must not:
- Use Atom8/BackOrder in any unlawful manner, for any unlawful or fraudulent purpose, or in any manner inconsistent with these Terms
- Infringe our intellectual property rights or those of any third party in relation to your use of Atom8/BackOrder
- Transmit any material that is defamatory, offensive or otherwise objectionable in relation to your use of Atom8/BackOrder
- Use Atom8/BackOrder in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users
- Collect or harvest any information or data from Atom8/BackOrder or our systems or attempt to decipher any transmissions to or from the servers running Atom8/BackOrder
- Disclose or distribute information relating to another User of Atom8/BackOrder to any third party, or use any other User’s information for any marketing purposes unless you have that User’s express permission to do so
8. Intellectual Property
- You agree that SmartOSC owns all of the intellectual property rights existing in Atom8/BackOrder. You agree not to challenge or do anything inconsistent with such ownership. You may not publish or use brand, branding or logos of Atom8/BackOrder and SmartOSC without SmartOSC’s prior written permission.
- You grant SmartOSC a royalty-free, irrevocable, perpetual license to use (including for commercial purposes) information and/or data collected by SmartOSC through your use of Atom8/BackOrder, provided that we aggregate or anonymize that information or data before using it. Other than this right, SmartOSC claims no intellectual property rights in relation to the information or content you input into Atom8/BackOrder.
- You may give us comments, feedback or suggestions on Atom8/BackOrder, and you agree that we will be free to use, modify and incorporate such suggestions without any obligation to you.
9. User Content
- We will not disclose your confidential information to third parties, except as required in the course of providing our services. Confidential information includes any Materials or information provided by you to us which is not publicly known. Confidential information does not include information that:(a) was in the public domain at the time we received it;(b) comes into the public domain after we received it through no fault of ours;(c) we received from someone other than you without breach of our or their confidentiality obligations;or (d) we are required by law to disclose.
- SmartOSC shall have the non-exclusive right and license to use the names, trademarks, service marks and logos associated with your store to promote Atom8/BackOrder.
- SmartOSC may terminate your use of Atom8/BackOrder for any reason or no reason in its sole discretion. Any failure to comply with the Terms will result in automatic and immediate termination of the License in which case the User shall immediately cease use of Atom8/BackOrder and destroy all copies of the Atom8/BackOrder supplied under this Terms. Such termination shall not oblige SmartOSC to return any amounts received from the User.
- The User shall be entitled to terminate the use of Atom8/BackOrder at any point by destroying all copies of Atom8/BackOrder. If Atom8/BackOrder is provided on a subscription model, the User shall also unsubscribe from using Atom8/BackOrder.
- The financial obligations incurred by the User shall survive the expiration or termination of the License.
11. Monitoring the use of Atom8/BackOrder
- As long as Smart Search Appis used by the User, SmartOSC shall be entitled to monitor the User’s technical use of the Atom8/BackOrder (excluding User‘s personal data), if there are reasonable suspicion that the User may use the Atom8/BackOrder contrary to the provisions of this Terms.
- If SmartOSC discovers unauthorized use, reproduction, distribution, or other exploitation of the Atom8/BackOrder, the User shall: pay to SmartOSC the License Fee for each such unauthorized use, reproduction, distribution, or other exploitation of the Atom8/BackOrder contradictory to this Terms and indemnify SmartOSC in respect of any other costs or damages.
- If any Term is held by the arbitration or a court of competent jurisdiction to be invalid or unenforceable, the remaining Terms will remain in full force and effect as if such invalid or unenforceable term had never been included.
- You are not permitted to assign, sub-license, novate or transfer these Terms or any of the rights licensed under them.
- These Terms shall be governed by Vietnam law, and you submit to the exclusive jurisdiction of the Vietnam courts for any matter or dispute arising in relation to these Terms.