Vilkas Group LLC

Smartmerchant.ai

Terms of Service

1. Scope

These terms of Service (hereinafter referred to as the “Terms” or “Terms of Service”) apply when using the Service (as defined below). The Service is constructed to assist businesses operating in e-commerce and other professional entities in conducting their business. SMART, which is part of Vilkas Group LLC, operates web pages found at smartmerchant.ai and offers Service. Using the Website and/or the Service in any manner, the Guest or the User affirms that (i) he/she is of the age and has the legal capacity to conclude an agreement with the Company, (ii) he/she has read, accepted and understood these Terms of Service in their entirety, (iii) he/she has the right to act on behalf of the entity which he/she represents and his/her declarations are effective. The Service should not be used if the User does not agree to these Terms. In case these Terms raise questions, the User or the Guest may contact the Company by email at [sales@smartmerchant.ai].

2. Definitions

The following terms apply to these Terms of Service as defined below, regardless of whether they are used in the singular or plural form:

• “Account” means a specific, individualized panel which enables the User to exploit the Service and/or the Website.
• “Agreement” means a subscription agreement between the User and the Company regarding a specific scope and price for using the Service.
• “API” means SMART application programming interface to be integrated with the User’s software.
• “Company” means Vilkas Group LLC.
• “Content” means information, texts, pictures, videos, recordings, comments, and other content, which have been created or otherwise made available through the use of the Website and/or the Service, and which the User or the Guest sends, presents or publishes on the Website or with the use of the Service.
• “Device” means an electronic equipment that allows browsing web pages, such as a smartphone, a tablet, or a computer.
• “Guest” means an entity visiting or browsing the Website.
• “Intellectual Property” means any patents (including utility models), industrial designs (regardless of their eligibility for registration), rights to databases, designations, works, trade secrets, as well as any rights similar to the aforementioned, such as copyrights, trademark rights and all other rights protected by law as well as applications similar to the aforementioned.
• “Licence” refers to a non-exclusive right for personal Widget and/or API usage.
• “Link” means a hyperlink that redirects to the Other Website.
• “Mobile Device” means portable equipment which operates the Service and/or the Website, such as a smartphone, a tablet, or other such device.
• “Notification” means a message that the User receives as part of the Service.
• “Other Websites” means websites distinct from the Website.
• “Password” means anonymized verification tool which is invented by the User in order to gain access to the Account.
• “Privacy Policy” refers to the policy that outlines the Company's procedures for processing personal data, accessible at the following web address: [xxxxxx].
• “Service” means the Widget, Website and/or the API (depending on the agreement) conjoined.
• “Terms” means these terms of service found under the following address: [xxx].
• “User” means the owner of the Account.
• “Website” means the web pages hosted at smartmerchant.ai.
• “Widget” means a SMART widget that may be integrated to the User’s website.

3. Rules and requirements

Using the Service means full acceptance of the Terms. These Terms are applicable only to relations between the Company and the User or Guest. Each entity shall use the Website and/or The Service in accordance with its destiny, which results from these Terms. In the case that a third party entity provides or otherwise makes accessible services to the Guest or the User through the Website and/or the Service, the third party entity and the User/Guest are fully responsible for the provision of these services, the content or products transferred through the Service and/or the Website, and therefore the Company’s overall responsibility to the Guest/User and the third party entity is in all cases limited only to the Service’s and/or Website’s availability as indicated by the Terms.

The following minimum technical requirements for the Device must be met jointly in order for the operating of the Website to be permissible and for the use of the Widget to be possible:

• has access to the Internet;
• the web browser version used for operating the Website cannot be older than one year;
• allows the start-up of one of the following web browsers: a) Firefox, b) Google Chrome, c) Safari, d) Microsoft Edge;
• JavaScript is enabled.
• The following minimum technical requirements for the Device must be met for the use of the API to be possible:
• has software that allows sending HTTP requests;
• has access to the Internet.

Installing an anti-virus software on the Mobile Device or the Device is recommended.

4. Account

The Account is set up through the Website. Setting up the Account requires registering by providing the personal information asked for, as well as an email and a Password. The Company has the right to request that the user ID and Password meet certain conditions (e.g., Password length and content) in order to maintain an adequate level of data security. The information given by the User when setting up the Account and used for logging in to the Account, is assigned by the User solely for the use of the Service and/or the Website for the agreed upon purpose and in accordance with these Terms. When registering, the login information provided by the User is added to the Company’s customer database. The User is required to store and safeguard the login information in such a way that it is not disclosed to third parties. The User is responsible for all use of the Service and/or the Website under the User’s login information. When creating an Account, the User shall provide the Company with current, accurate and complete information at all times. Any information that is not of the aforementioned kind may result in the termination of the Account. The User must notify the Company immediately if he/she suspects there is a possibility of any security breach or unauthorized use of the Account. Using a username that is the name of another entity or not lawfully available for use, as well as using a trademark or a name which is subject to any rights of an entity other than the User without appropriate authorization, is prohibited. Using as a username a name that is in any way improper, vulgar, or otherwise offensive, is prohibited.

5. Promotions

By creating an Account, you can agree to receive promotional or marketing materials, newsletters and other information.

Any sweepstakes, contests, or other promotional activities (referred to as "Promotions") offered through the Service or Website may have their own specific rules, distinct from these Terms (especially as outlined in the Agreement if entered into). If you choose to take part in any Promotions, we recommend that you carefully read and understand the corresponding rules, in addition to our Privacy Policy. In cases where the rules of a Promotion contradict these Terms, the rules of the Promotion will take precedence.

6. Subscriptions

The Service offers a subscription-based service (Subscription(s)), which is charged monthly. The charging is done in advance on a periodic basis (Charging Cycle). The User’s Subscription will automatically renew keeping its conditions unchanged after each Charging Cycle unless it is cancelled by the User or the Company. Cancelling the Subscription is done either through the Account or by contacting the Company’s customer support at [sales@smartmerchat.ai]. Processing the payment for the Subscription requires a valid payment method. The billing information provided by the User for the Company shall include (i) full name, (ii) email address, (iii) business’s legal entity name, (iv) country, (v) VAT tax number and (vi) valid payment method information. The aforementioned information must be complete and accurate. The User authorizes the Company to charge all Subscription fees incurred through the User’s Account to any such payment instruments by submitting the payment information mentioned above. In the event that the automatic charging fails to transpire, the Company will issue an electronic invoice advising the User to proceed with the full payment manually with a date indicating the deadline for the payment which corresponds to the charging period as indicated on the invoice. Payment of additional fees, including taxes, appointed by the authorities of the country in which the person submitting an order is located/ resides, remains the responsibility of the person placing the order. The Company is not responsible for any such additional fees. The Company reserves the right to cancel or refuse an order at any time for reasons including but not limited to: error in the description or price of the service, service availability, error in the order, suspected fraud or an illegal or unauthorized transaction or other reasons. In case of delayed payment, the User is responsible for paying penalty interest in accordance with the terms and conditions of the Agreement. If the User wishes to dispute an invoice, it must be done no later than the due date. The undisputed portion of the invoice must be paid no later than the due date.

Custom modifications related to the service will be billed on a time-based rate after the first trial month. Modifications are always agreed upon separately with the customer.

7. Changes to the Fees

The Company may modify the fees for the Subscriptions in its sole discretion and at any time. The User’s agreement to pay the modified Subscription fee amount is established by the User’s continued use of the Service after the Subscription fee change comes into effect. The Subscription fee change becomes effective at the end of the then-current Charging Cycle. The User shall be provided with a reasonable prior notice of any such changes by the Company. The User shall be given the opportunity to terminate his/her Subscription before the Subscription fee change comes into effect.

8. Refunds

Paid Subscription fees are non-refundable, except when required by law.

9. Content

The User is able to make available (including sharing, posting, linking and other) certain content such as information, graphics, texts or other (“Content”) using the Service and the Website. The responsibility, in particular to the User’s customers, for the Content posted on or through the Service including its reliability, legality and propriety lies with the User. By posting Content on or through the Service or the Website, the User represents and warrants that: (i) the Content is owned by the User and/or the User has the right to use it and grant the Company the rights and license as provided in these Terms, and (ii) that the posting of the Content on or through the Service does not violate the copyrights, publicity rights, privacy rights, contract rights or any other rights of any entity or person. The Company reserves the right to terminate the Account of any User found to be infringing on a copyright. The Company takes no responsibility and assumes no liability for the Content the User or any third party posts on or through the Service. The User retains any and all, and is responsible for protecting his/her, rights to any Content the User posts, presents or submits on or through the Service or the Website.

10. Third-party analytics

The Company may use third-party service providers in order to analyse and monitor the use of the Website and the Service.

11. Feedback

Guests and Users may contact the Company at [sales@smartmerchant.ai] with information such as complaints, improvement ideas, faults, and other comments regarding the Service (hereinafter referred to as “Feedback”). The ownership of the Feedback shall be transferred to the Company unless it is not possible due to applicable binding legislation, in which case the User or the Guest shall grant the Company and its affiliates a transferable, perpetual, exclusive, irrevocable, sub-licensable, unlimited and free-of-charge right to use the Feedback for any purpose and in any manner.

The Company will – to the best of its ability – undertake actions to assist the Guests and the Users with their problems regarding the functioning of the Service and the Website, and to improve the functioning of the Service and the Website and their delivery based on comments submitted by Guests and Users. When providing Feedback, the User or Guest agrees and acknowledges that: (i) the Feedback does not contain proprietary or confidential information from the Guest or the User or from a third party; (ii) Any intellectual property rights or other rights, interests or titles shall not be asserted, acquired or retained in or to the Feedback; (iii) the Company may have similar development ideas than mentioned in the Feedback; and (iv) the Company is not under any confidentiality obligations regarding the Feedback.

12. Abusing the Service

The User is required to use the Service and related devices in such a way that no disruption is caused. The User is responsible for Content saved to and possibly transmitted to other users or third parties through the Service and for ensuring that the Content is not contrary to accepted principles of morality or the provisions of the law and the authorities, and that it does not infringe on third party intellectual property rights. If the Company, the authorities, or a third party claims that such content has been transferred to the Service or through it, the Company has the right to remove without consulting the User any Content contrary to the Terms, laws or regulations and, if necessary, interrupt or prevent the use of the Service by all means available. The User is responsible and liable for any loss or changes to, delay of, or incoherence in the Content transmitted through and transferred to the Service, and for any damage caused thereby.

Additionally, the User agrees to in no way attempt to interfere with the proper working of the Service or the Website, including the server on which the Service or the Website is stored. This includes, but is not limited to, using any kind of malware or manual or automatic process to in any way access the Service or the Website, monitoring or copying the material on the Website or the Service without the prior written consent from the Company, falsifying or damaging Company rating, gaining or attempting to gain unauthorized access to any parts of the Service or the Website or any computer, database or server connected to the Service or the Website, and performing or attempting to perform any kind of attack on the Server or the Website.

13. Changes to the Service

The Company reserves the right to modify or discontinue the Service, along with any materials or services the Company offers through the Service, at our sole discretion without prior notice.

The Company has the right to change the technical design of the Service and modify it in a way that does not degrade the level of the Service as a whole. The Company may change the Service to a significant extent if necessary due to binding legislation or administrative measures. Changes are also possible if they are caused by changes in the component, device, or software manufacturers’ products or license terms. The Company might, on occasion, limit access to specific parts of the Service or the Service in its entirety. The Company has the right to stop providing the Service or one of its features for justified reasons. In such event, the Company has the right to terminate the Agreement as applies to the discontinued Service or feature within thirty (30) days by notifying the User at least thirty (30) days in advance. The Company is not responsible for possible changes in the User’s operating environment or related costs, whether direct, indirect, or consequential, in the above-mentioned situations. The Company will not be liable if, for any reason, the Service, or any portion of it becomes unavailable at any time or for any period.

14. Service interruptions

The Company does not guarantee continuous access to the Website or the Service. The Company retains the right to temporarily suspend the operation of the Service, the Website, or their specific functionalities. In the event that there is an intention to implement such a break, the Company will provide advance notice by posting relevant information on the Website or via the email associated with the Account at least three (3) days before the date of the scheduled break. If unexpected breaks occur in the operation of the Service, the Website, or their specific functionalities, the Company will promptly inform the Guests and/or the Users about it by posting relevant information on the Website or via the email provided during Account setup. Accepting these Terms means that the Guest or the User acknowledges and accepts that the Service may not be fully reliable.

15. Links to Other Websites

The Guest or the User may access Other Websites through links on the Website. The Company does not warrant the offerings of any of these entities or Other Websites. The Company does not own or control these Other Websites, and therefore has no control over, and assumes no responsibility for the provision of services, content, or goods available on or through any Other Websites. The Company’s liability and responsibility is in all cases limited to the availability of the Service and the Website as specified in these Terms.

16. Disclaimer of Warranty

The Service and the Website are provided by the Company on an “as is” and “as available” basis. Other than as provided in these Terms, the Company makes no other warranties, express or implied, and hereby disclaims all implied warranties, statutory or otherwise, including any warranty of merchantability and warranty of fitness for a particular purpose. The User or the Guest agrees and acknowledges that the use of the Service and the Website, their content, and any items or services obtained from the Company is at the User’s or Guest’s sole risk. The Company makes no representations or warranties of any kind, express or implied, as to the operation, information, content, material, security, reliability, accuracy, availability, or quality of the Service or the Website or any items or services obtained through the Service or the Website. The Company makes no representations or warranties of any kind, express or implied, that the Service or the Website, or any element included therein, will be error-free, uninterrupted, free of viruses or any other malware or that defects will be corrected. This includes the services or server which makes it available. The Company makes no representations or warranties of any kind, express or implied, that the Service or the Website or any services or items obtained through the services will meet the User’s or the Guest’s needs or expectations. The aforementioned statements about the Company also apply to any individual or entity associated with the Company. The aforementioned does not affect any warranties which cannot be limited or excluded under applicable law.

17. Limitation of Liability

The Company is not liable to compensate for indirect or consequential damages, such as loss of profits or benefits, decline in turnover or production, failure to fulfil obligations to third parties, loss of information, delay, or other consequential damage. The Company shall not be liable for the consequences of acting in accordance with the information, content or other publications on the Service or the Website. This includes the content provided by the AI computer, which the User acknowledges not to be the expert and to conceivably be mistaken. The Company shall not be liable to the User’s customers for the content provided by the Service or for the use of the Service. The Company shall not be liable for any interruptions in the functioning of the Service. The Company shall not be liable for the consequences of introducing the Service or the Website to any malware, phishing or any other practises undertaken by other entities.

The Company’s liability and responsibility is in all cases limited to the availability of the Service and the Website as specified in these Terms. Except as prohibited by law, the User or the Guest will hold the Company and its directors, employees, agents, and all other personnel harmless for any consequential, incidental, punitive or indirect damage, however it arises. Except as prohibited by law, in the event that the Company is found liable, its liability will be limited to the amount paid for the Services. If the Company has compensated the Guest or the User, the Guest or User has no right to another compensation for the same cause. The Guest or the User must claim compensation from the Company in writing within thirty (30) days from the date on which the cause for compensation was or should have been noticed.

18. The User’s/Guest’s Liability

The User and/or the Guest assumes full responsibility and is fully liable for the consequences resulting from the authorized or unauthorized distribution of any content accessible on the Service or the Website, particularly when it pertains to Intellectual Property. This liability encompasses, in particular, the Company being absolved from any claims in this respect, should any such claims be directed at the Company. The User bears exclusive liability for any Content presented, transmitted, published or in any other manner provided during the use of the Service to the User’s customers.

19. Force Majeure

The Company is released from all contractual obligations and from the liability to pay compensation if the functioning of the Service or the Website is prevented or delayed by force majeure. Force majeure refers to an extraordinary event or circumstance that could not reasonably have been foreseen and the consequences of which cannot reasonably be overcome or avoided. Such events or circumstances may include a situation where it becomes unreasonably difficult for the Company to fulfil its contractual obligations, strike, lockout, national emergency, mobilization, export or import ban, cessation of manufacture, fire, thunderstorm, storm, natural disaster, administrative order, flood, water damage, cable or other such damage caused by an external party, overvoltage or other fault in the electricity or communications network, interruption of distribution of energy or other essential raw materials, or other extraordinary events or circumstances with equivalent effect beyond the Company’s control. The Company is also released from its contractual obligations in situations where fulfilling the provisioning of the Service and/or the Website would involve making sacrifices that are considered unreasonable in comparison to the benefit to the User and/or the Guest. If the impediment or disparity ceases to exist in reasonable time, the User or the Guest has the right to request that the Company fulfils its contractual obligations. A force majeure facing a subcontractor to the Company is also considered as force majeure under this paragraph and therefore an exemption, if the subcontracted goods cannot be acquired elsewhere without unreasonable cost or waste of time.

20. Termination

If the User decides to terminate the Account, this can be done by discontinuing using the Service. The Company reserves the right to, at its sole discretion, immediately suspend or terminate the User’s Account and deny access to the Service, with no prior notice or liability, for any reason whatsoever, without limitation. This includes, but is not limited to, instances such as a violation of the Terms. All provisions of the Terms that should by their nature survive after termination shall do so. This includes, without limitation, disclaimers of warranties, ownership provisions, limitations of liability and indemnity.

21. Severability and Waiver

In the event that a court or competent tribunal deems any part or clause within the Terms as void, illegal or unenforceable this shall not invalidate the remainder of the Terms. The void, illegal or unenforceable part or clause shall be replaced by a new one being as close to the replaced clause as legally possible. The above-mentioned statement also applies to the Agreement. The Company’s failure to exercise any of its rights under the Terms shall not constitute or be deemed a waiver or forfeiture of those rights or any other rights hereunder.

22. Changes to the Terms of Service

The Company has the right to change these terms and conditions, the payment terms related to the Service, and any special terms and conditions by posting the amended terms on this site. Changes to the information in the Service descriptions are not considered as contractual changes nor as a breach of contract. Ongoing use of the Service and/or the Website subsequent to the publication of updated Terms means that the Guest or the User accepts and agrees to the changes. Should the User continue to access or use the Service after the revised terms take effect, the User agrees to be bound by the updated terms. The Guest or the User is therefore expected to review the Terms regularly. If the User does not consent to the new terms, the User is no longer authorized to use the Service. In case of any discrepancies between the Terms and the possible Agreement, the provisions of the Agreement will take precedence. The aforementioned sentence also pertains to the amendments of these Terms introduced in the Agreement.

23. Governing Law and Disputes

These Terms shall be governed by and interpreted in accordance with the laws of Finland, without reference to its conflict of law provisions. Any dispute, claim, or controversy arising out of or in connection with these Terms shall primarily be solved over negotiations between the parties.

Any dispute, controversy or claim arising out of or relating to these Terms, or the breach, termination or validity thereof, that cannot be solved by negotiations between the parties, shall be finally settled by arbitration in accordance with the Arbitration Rules of the Finland Chamber of Commerce. The number of arbitrators shall be one (1). The seat of arbitration shall be Tampere Finland. The language of the arbitration shall be English.

These Terms represent the complete agreement between the Company and the User or the Guest concerning the Service and supersede and replace any prior agreements that may have existed between these parties regarding the Service.

24. Acknowledgement

By using the Service or any other services offered by the Company, you acknowledge to have read and understood these Terms of Service and agree to be bound by them.

25. Contact Us

Please feel free to contact the Company at any time at: [sales@smartmerchant.ai].

26. Validity

These Terms of Service come into force on 1.10.2023 and are valid until further notice.