Terms of Use

Last Revised: May 17th, 2024

Agreement

These terms of use (“Terms”) set out the terms and conditions for your use of the following products and services (“Services”) offered by GritGlobal (“we” or “GritGlobal”). Any new features or tools added to the Services shall be subject to the Terms of Use.

• Product 1: Atom8
• Product 2: BackOrder
• Product 3: Merchant Assistant
• Product 4: QuikCommerce
• Product 5: Cart Editing

We reserve the right to update and change the Terms of Use and will notify you of such updates and changes via email, by posting updates and changes to Services on the website or by displaying a message the next time you use our Services. If you continue to use the Services, your use will be governed by the updated Terms.

The person or organization signing up and/or managing the account, together with all users accessing the Services on that person’s behalf (collectively, “You”, “Your” or “Users”) accept and agree to be bound by these Terms. GritGlobal grants you a limited, non-exclusive, non-transferable, revocable license to use the Services (the “License”) in accordance with these Terms. The License rights shall take effect after (i) the License Fee or Subscription Fee, if the Services are provided on a subscription model, is received by GritGlobal and the Services are downloaded.

IF YOU DO NOT AGREE TO ANY OF THESE TERMS, YOU SHOULD NOT USE THE PRODUCTS. ALL RIGHTS NOT EXPRESSLY GRANTED TO USERS IN THESE TERMS ARE RESERVED BY GRITGLOBAL.

Fees and Taxes

The User shall pay to GritGlobal 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 agreements 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 the Services. Unless required by law, we shall not provide refunds in connection with the Services.

The License Fee shall be paid prior to the Services being installed. If the Services are 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. GritGlobal 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 a 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.

All Fees are exclusive of all taxes, and you indemnify and hold us harmless against any claims by any tax authority for any underpayment of any sales, use, goods and services, value added or other tax or levy, and any penalties and/or interest.

Restrictions

The Services are licensed, not sold, and the User receives no title to or ownership of any copy or of  the Services themself. Furthermore, the User receives no rights to the Services 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 the Services, except where it is done under approval of GritGlobal
• Distribute or sublicense the Services
• Use the Services (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 the Services 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 the Services’ source code except where it is done under approval of GritGlobal
• Place the Services in whole or partially on a server so that its source code (except stylesheet (css/less), javascript and images) is accessible for viewing, copying or downloading via a public network such as the Internet, including, to place the ServicesProducts in publicly accessible repositories (e.g. free Github account)
• Assign, sell, sublicense, rent, lease or distribute the Services (or any portion thereof) in any other way to any third parties
• To crawl, scrape, or otherwise harvest data or information from our Services other than as permitted under these Terms.
• Remove any the Services identification, proprietary, copyright or other notices contained in the Services
• Sell or otherwise alienate any device on which the Services is installed or stored as backup before deleting all copies of the Services.

Beta Services

We might provide Services that are in a pre-release, beta, or trial stage, referred to as (“Beta Services”). These are not intended for production use and are offered on an “as-is” basis temporarily. We make no representations or warranties for Beta Services, including any warranty that Beta Services will be generally available, uninterrupted or error-free. Except to the extent prohibited by law, we expressly disclaim all warranties for Beta Services, including any implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, non-infringement, or quiet enjoyment, and any warranties arising out of any course of dealing or usage of trade.

Data Protection and Privacy

In accordance with the usage of our Services, you may provide us with information in the following categories (hereinafter referred to as Your Data):

• Personal Data: Information, accurate or not, about an identifiable individual, distinct from a corporation, legal entity, or machine, that is shared or obtainable via the Services, either standalone or combined with other data held or expected to be held by an organization.
• Product Data: Involves details about the products you manage through our system, such as product descriptions, pricing, inventory levels, and SKU numbers. This data is crucial for order processing and inventory management.
• Order Data: Includes specific details about each order, such as customer information, order quantities, processing times, delivery statuses, and fulfilment details. This information is essential for managing and tracking orders through to completion.
• Revenue Data: Consists of financial information related to sales transactions, including total sales, payment methods, transaction dates, and related financial reports. Revenue Data is used for accounting, billing, and analytical purposes.
• Transactional Data: Includes detailed records of all transactions processed through the system such as purchase orders, sales orders, order status, shipping details, and tracking information. This data helps in managing and tracking your orders efficiently.

The information provided by you will be used solely for the purpose of operating the Order Management System, which includes but is not limited to order processing, inventory control, and financial management. We may also use this information to improve our system functionalities and provide customer support.

We shall process, analyze, and manage Your Data to: (a) provide Services to you (b) monitor the usage of Services by you; and (c) analyze, develop, and improve our products, systems, and tools. 

We may provide Your Data to third-party service providers, including the marketplaces, Ecommerce platform, Payment method providers that are installed and granted the access by you from our App Store, as well as to our affiliates, to allow us to provide Services to you and other users. 

You understand and consent to Griglobal’s use of Your Data for the purposes and in a manner consistent with this Data Protection and Privacy section.

We shall only use Your Data as permitted by this Agreement, by other agreements between you and us, or as otherwise directed or authorized by you.

We may disclose your data to our employee or third parties only on a “need to know” basis to provide you with our services, who are instructed and agree not to disclose the your data  and not to use your data for any other purposes. Gritglobal shall have appropriate written agreements with any such employees or third parties sufficient to ensure the confidentiality of Your Data.

Our Privacy Policy explains how and for what purposes we collect, use, retain, disclose, and safeguard the Personal Data you provide to us. You agree to the terms of our Privacy Policy, which we may update from time to time.

You confirm that you comply with all relevant laws regarding the privacy and use of data that you provide or access through our services. You affirm that you have obtained all necessary rights and consents to disclose to us—or allow us to collect, use, retain, and disclose—any Personal Data that you provide or authorize us to collect, including through cookies or similar means. You are responsible for informing your customers that we process their data on your behalf and may receive Personal Data from you. Additionally as required by any laws or regulations, we may delete Personal Data from your account upon their request.

The Services Are Provided “As Is”

The Services are provided on an “as is” and “as available” basis, and you use it at your sole risk.

We do not warrant that:

• the Services will meet your specific requirements;
• the Services will be uninterrupted, timely, secure, or error-free;
• the Services will be accurate or reliable;
• the quality of any products, services, information, or other material purchased or obtained by you through the Services will meet your expectations; or
• any errors in the Services will be corrected.

You acknowledge that we may use third-party suppliers to provide hardware, the Services, networking, connectivity, storage and other technology in order to provide the Services. 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.

Limitation Of Liability

To the maximum extent permitted by applicable law, you expressly understand that GritGlobal 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 GritGlobal has been advised of the possibility of such damages), resulting from:

• The use or the inability to use the Services (in whole or in part) or any technical malfunctions;
• The cost of procurement of substitute goods and services;
• Unauthorized access to, or alteration of, your communications or data;
• Statements or conduct of any third party regarding the Services; or
• Any other matter relating to the Services.

To the maximum extent permitted by applicable law, we shall not be responsible or liable to you or any other individuals for:

• Any errors or omissions in the websites.
• Any information provided through the websites.
• Any decisions made or actions taken based on the websites or the information presented on them.
• Any losses or damages, whether direct, indirect, consequential, special, or similar in nature, that result from or are connected to your use of the websites or any information or materials acquired by you through or in association with the websites.
• You shall indemnify GritGlobal against all forms of liability, actions, proceedings, demands, costs, charges and expenses which GritGlobal 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, GritGlobal’s maximum aggregate liability under or in connection with these Terms or your use of the Services are limited to USD 1,000 or the amount of Fees paid by you in the past 12 months, whichever is lesser.

Our Services may use or be used in connection with content, services, or integrations provided by third parties. We do not have control over these third-party elements and are not responsible for any loss or damage that may occur from your use of these third-party elements. We do not provide any guarantees or assurances for these third-party elements. Your interaction with any third-party content, services, and integrations is solely at your own risk and is governed by any applicable terms, conditions, or policies, including privacy policies, of these third-party elements.

Our failure to exercise or enforce any right or provision of the Terms of Use shall not constitute a waiver of such right or provision. The Terms of Use and the documents it incorporates by reference constitute the entire agreement between you and GritGlobal and govern your use of the Services, superseding any prior agreements between you and GritGlobal (including, but not limited to, any prior versions of the Terms of Use).

You must not:

• Use the Services 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 any of the Services.
• Transmit any material that is defamatory, offensive or otherwise objectionable in relation to your use of the Services.
• Use the Services 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 the Services or our systems or attempt to decipher any transmissions to or from the servers running the Services.
• Disclose or distribute information relating to another User of the Services 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
• Modify, copy, lease, sell or distribute any of our Services.
• Represent that Output of Merchant Assistant was human-generated when it was not.
• Interfere with or disrupt our Services, including circumvent any rate limits or restrictions or bypass any protective measures or safety mitigations we put on our Services.
• Use Output of Merchant Assistant to develop models that compete with our Services Gritglobal.

We do not allow our Merchant Assistant to be used in connection with, including to generate, any of the following:

• Abusive or fraudulent content
• Child sexual exploitation or abuse content
• Deceptive or misleading content
• Illegal or highly regulated goods or services content
• Psychologically or emotionally harmful content
• Sexually explicit content
• Violent, hateful, or threatening content

Intellectual Property

• You agree that GritGlobal owns all of the intellectual property rights existing in the Services. You agree not to challenge or do anything inconsistent with such ownership. You may not publish or use the brand, branding or logos of the Services and GritGlobal without GritGlobal’s prior written permission.
• You grant GritGlobal a royalty-free, irrevocable, perpetual license to use (including for commercial purposes) information and/or data collected by GritGlobal through your use of the Services, provided that we aggregate or anonymize that information or data before using it. Other than this right, GritGlobal claims no intellectual property rights in relation to the information or content you input into the Services.
• You may give us comments, feedback or suggestions on the Services, and you agree that we will be free to use, modify and incorporate such suggestions without any obligation to you.

User Content

GritGlobal shall have the non-exclusive right and license to use the names, trademarks, service marks and logos associated with your store to promote the Services.

Your Content: You may provide input to Merchant Assistant (“Input”), and receive output from Merchant Assistant based on the Input (“Output”). Input and Output are collectively “Content.” You are solely responsible for Content, including ensuring that it does not violate any applicable laws or these Terms. You represent and warrant that you have all rights, licenses, and permissions needed to provide Input to our Merchant Assistant.

Ownership of the Output

• We may use the Content to enhance, maintain, develop, and improve our Services, adhere to the law, enforce our terms and policies, and ensure the safety of our Services.
• Opt Out. If you prefer that we don’t use your Content to train our Merchant Assistant, you can opt-out by following the instructions in … However, please be aware that this might limit our Services’ ability to cater to your specific needs in some cases.

MERCHANT ASSISTANT IS AN ARTIFICIAL INTELLIGENCE. Artificial intelligence and large language models are frontier technologies that are still improving in accuracy, reliability and safety. When you use our Services you understand and agree:

• Output may not always be accurate. You should not rely on Output from our Services as a sole source of truth or factual information, or as a substitute for professional advice.
• You must evaluate Output for accuracy and appropriateness for your use case, including using human review as appropriate, before using or sharing Output from the Services.
• You must not use any Output relating to a person for any purpose that could have a legal or material impact on that person, such as making credit, educational, employment, housing, insurance, legal, medical, or other important decisions about them.
• Our Services may provide incomplete, incorrect, or offensive Output that does not represent Gritglobal’s views. If Output references any third party products or services, it doesn’t mean the third party endorses or is affiliated with Gritglobal.

Termination

GritGlobal may terminate your use of the Services for any reason or no reason at 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 the Services and destroy all copies of the Services supplied under this Terms. Such termination shall not oblige GritGlobal to return any amounts received from the User.

The User shall be entitled to terminate the use of the Services at any point by destroying all copies of the Services. If the ServicesProducts are provided on a subscription model, the User shall also unsubscribe from using the Services.

The financial obligations incurred by the User shall survive the expiration or termination of the License.

Monitoring the use of the Services

As long as the Services are used by the User, GritGlobal shall be entitled to monitor the User’s technical use of the ServicesProducts (excluding User‘s personal data), if there is reasonable suspicion that the User may use the Services contrary to the provisions of this Terms.

If GritGlobal discovers unauthorized use, reproduction, distribution, or other exploitation of the Services, the User shall: pay to GritGlobal the License Fee for each such unauthorized use, reproduction, distribution, or other exploitation of the Services contradictory to this Terms and indemnify GritGlobal in respect of any other costs or damages.

Content Usage From Free Stock Image Sites

1. Content Sourcing: We may utilize images and other content obtained from free stock image websites for the purpose of enhancing the visual experience of our website.
   
2. Attribution: We make every effort to provide proper attribution to the creators of these images whenever required by the licensing terms of the respective free stock image sites.
   
3. Non-commercial Use: The content obtained from free stock image sites is used solely for non-commercial purposes on our website. We do not engage in the sale or distribution of these images.
   
4. No Claim of Ownership: We do not claim ownership of any content obtained from free stock image sites. All copyrights and intellectual property rights remain with their respective creators and licensors.
   
5. Report a Concern: If you are a copyright holder or believe that we have used your content without proper attribution or authorization, please contact us immediately via email [email protected], and we will address your concerns promptly.
   
6. Compliance with Licensing Terms: We are committed to complying with the licensing terms and conditions set by the free stock image websites from which we source content. If you have any questions or require additional information about the usage of specific content, please contact us via: [email protected]

The Services available only to persons who are the age of majority and can form legally binding contracts under applicable law. Without limiting the foregoing, the Services and Website are not intended to be used by individuals under the age of 18. If you do not qualify, please do not use the Services or access the Website.

If you are not at least 16 years old you may not submit any information to our Website.

We have established a minimum age requirement to ensure that our services are used responsibly and safely.

Reason for Age Limit: This age limit is set to protect younger users and to ensure that our services are used responsibly.

Age Verification: We may implement age verification mechanisms to confirm compliance with this requirement.

Consequences of Violation: Users found to be in violation of this age limit may face restrictions or loss of access to the Services.

We prioritize the safety and well-being of all our users, and the age limit is a part of these efforts. Please comply with this requirement and help us maintain a safe and responsible online environment.

General

1. Waiver and complete agreement: Our failure to exercise or enforce any right or provision of the Terms of Use shall not constitute a waiver of such right or provision. The Terms of Use and the documents it incorporates by reference constitute the entire agreement between you and GritGlobal and govern your use of GritGlobal.
2. 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
3. You are not permitted to assign, sub-license, novate or transfer these Terms or any of the rights licensed under them.
4. These Terms shall be governed by Vietnamese law, and you submit to the exclusive jurisdiction of the Vietnam courts for any matter or dispute arising in relation to these Terms.
5. Entire Agreement. These Terms contain the entire agreement between you and GritGlobal regarding the Services and, other than any Service-specific terms, supersedes any prior or contemporaneous agreements between you and OpenAI.
6. By visiting the Services, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Services, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SERVICES. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.