YUSPIFY Service – v1.0

31.08.2021

How to use

This GRAVITY Terms of Yuspify Service (the “Agreement”) constitutes a legal, binding agreement between Gravity Research & Development Zrt. (“GRAVITY”) and you with respect to the Service defined below.

This Agreement enters into force only between legal entities, that is, by accepting this Agreement you declare that you enter into this Agreement as a lawful representative of a legal entity, and not as a natural person. 

You agree to this Agreement and all of its terms and conditions bBy accepting this Agreement with the clicking the ”I accept” box indicating your acceptance at registration, or by using the Service, you agree to this Agreement and all of its terms and conditions. By this the Agreement is created technically and enters into force between GRAVITY and you. As a confirmation, the Agreement is being sent to you by e-mail to the e-mail address given by you at your registration. The language of the Agreement is English. The Agreement is a written agreement, stored electronically by GRAVITY, and you can also later access it at this link. 

The acceptance means at the same time your declaration that you have the authority to bind the legal entity and its affiliates to this Agreement on behalf you are acting. In this case the terms „you” or „your” shall refer to this legal entity and its affiliates.

You are not allowed to use or access the Service for the purpose of monitoring the availability, performance or functionality of the Service, or for any other benchmarking or competitive purpose.

1. PARTIES

This Agreement is concluded between You, that is the organization on whose behalf you accept the terms (“you”, or “Customer”) and GRAVITY (“GRAVITY”).

2. MEMBER ACCOUNT, PASSWORD, AND SECURITY

To use register for the Service, you are will be required to register and create an online account that will be used to manage your use of the Service hereunder (“Account”). All information required during the Account set-up process must be provided, and be complete and accurate in all respects. You must keep your Account and password confidential. You are solely responsible for any and all activity initialized through your Account. You agree to immediately notify GRAVITY of any unauthorized use of your Account. From time to time, GRAVITY’s personnel may log in to the Service under your Account and access and use Client Data (defined below) and other information in your Account in order to provide, maintain, support or improve Service.

One Account shall make you able to maintain one Website of yours. In case you want to use the Service relating to more Websites, you may need to register and create more Accounts.

Each of your Accounts shall be deemed to be separate subscriptions, but will be invoiced together with your other Accounts, given that the name of the legal entity and the attached bank card details are the same..

3. YUSPIFY

Yuspify is a cloud based recommendation service intended for use in e-commerce stores. To use Yuspify you must install , if this is available, the plugin provided by GRAVITY for your e-commerce platform or in other cases you should follow the instructions provided by GRAVITYf you have a custom-built e-commerce store then you must insert the Gravity Javascript widget. These technologies help to capture, store, and analyze product data, user preferences and behavioral data (clickstream data) in your Website and feed them to Yuspify. The Item Catalog (product data) is updated regularly. Yuspify processes and analyzes the data feeds from your Website using the proprietary technology of GRAVITY, and responds to recommendation requests with intelligent product recommendations customized to your Website. Yuspify Service comes with Yuspify Dash, a web-based dashboard web service, where you can configure the design of Yuspify recommendation boxes and, in the analytics, monitor the performance of Yuspify on your Website. 

Unless otherwise agreed in writing, you may use Yuspify solely in connection with, and for the purposes of your Website. You may represent and allow access to the displays generated with Yuspify ONLY on your Website, except by separate arrangements made with GRAVITY.

GRAVITY is constantly improvesing the Yuspify Services. Therefore, we may amend the features of Yuspify by removing, modifying or adding existing and new features without giving you a notice. We will, however, endeavor to inform you of material changes in Yuspify by posting a notice at www.yuspify.com. If you are not willing to accept any significant changes in Yuspify, then you can at any time cease to use Yuspify, and/or terminate this Agreement by emailing us a written notice of termination, as explained below (Section 14, Term and Termination).

GRAVITY and Yuspify are protected by copyright, trademark, trade secrets and other intellectual property rights of GRAVITY Research & Development Zrt. Yuspify shall hereinafter referred to as Service.

Service will commence on the date of your successful registration (“Delivery Date”) with a free-of-charge Initial Period. After the Initial Period, the Service becomes a paid service, prior to the commencement of the paid service you get an  that GRAVITY electronical notification from GRAVITY. ly confirms your order of the Service pursuant to this Agreement (“Delivery Date”).

4. THE WEBSITE

You are solely responsible for your Website and any data, text, links, information, image and/or any other material (“Content”) that you choose to display through Yuspify on your Website.

You may not use the Services for any illegal or unauthorized purpose. You agree to comply with all local laws regarding your Website, in particular the laws and regulations regarding data privacy and handling of personal data. You are responsible, where required, for informing your users of our activities and obtaining your users’ consent to us for storing and handling the data collected on your Website in accordance with this Agreement and, where applicable, for sending marketing messages to your Website users.

We may, but have no obligation to, suspend or terminate your use of the Services if we determine in our sole discretion that the Content or your Website is unlawful, offensive, threatening, libelous, defamatory, obscene or otherwise objectionable or violates this Agreement.

5. SERVICE AND SUPPORT

GRAVITY will, at its sole discretion, 

1. (i) provide technical documentation for the Services software (with code examples as available), 
2. (ii) offer technical support on an as-available basis remotely through internet as defined in its Price List, website (note that you may order paid support on an hourly basis by arranging per email such a session), and 
3. (iii) provide updates and news regarding new features, versions, and technology updates. 

The level of support may vary depending on the level of the subscribed Service.

6. FEES

Using the Service is subject to the fees set out in GRAVITY’s the Price List current at the time, available at https://www.yuspify.com/pricing/. GRAVITY may change the Price List from time to time.

The Service Fees are non-refundable even in case of termination of the Agreement by you.

7. SERVICE PLANS and PAYMENT TERMS

7.1 Plans

GRAVITY offers two types of plans for the use of Service. Note that plan A is the default, plan B is accessible upon your written request to hello@yuspify.com.   

• Plan A: subscription fee is to be paid based on the s of plan A includes a certain number of used recommendation calls, according to the schedule and unit price defined in the Price List; 
• Plan B: subscription fee is to be paid s of plan B charges you based on the revenue generated by Yuspify recommendations, beyond a  and applies a small base fee. 

In the beginning of each month, you are charged the base fee of your subscription ahead. In the beginning of each month, you may be also charged the number of additional extra recommendation calls not included in your subscription (plan A) or our share for the revenue generated (plan B) arrears for the previous month. The table below summarizes the type of charges for both types of plans. The number of the recommendation calls and the revenue generated by Yuspify are calculated and made accessible for you by GRAVITY at the analytics page of Yuspify Dash.

Plan A arrears payment: In case you use more recommendation calls with your subscription on your Account, you will be charged extra for the recommendation calls above your monthly subscription limit according to the actual Price List for your tier. 

Plan B arrears payment: Fees are calculated according to the Price List based on the revenue generated by Yuspify after the given service month. If the  In case the generated revenue by Yuspify reaches the limit, the revenue share does not exceed the base fee it is not charged, otherwise the base fee is discounted from the revenue share.for the part above the limit is charged after the given service month, according to the actual Price List.

You may amend your Plan A type subscription tier at any time. The new tier’s pricing will be applicable from the first day of the following month in which you made your modification.

You may order professional services (training, support or consultancy service by arranging per email such a session, for which the hourly professional service fee is applied according to the Price List.

7.2 Invoicing

GRAVITY will issue its invoice to you electronically. By accepting this Agreement you declare that you are capable ofto accepting e-invoices. The payment shall be made via the payment system of Braintree, https://www.braintreepayments.com, or via the payment system provided by your e-commerce platform..

Except the first month (see below), Service fee is due and therefore your card is charged on the 1st day of the calendar month, so your bank card is charged within 3 days. Accordingly, so you should guarantee that the Service fee can be charged from your card. If your payment is not successful you will receive email alerts, and our payment system makes two additional attempts to charge your card: on the 53thrd and 75th day of the calendar month. If none of the three charging attempts is successful, we will contact you, and if this is unsuccessful, then your Service will can be suspended. 

Sales tax, use tax, VAT, and any other applicable taxes that are mandatory in the country or region that your company is registered, or doing business in, or that is otherwise required to you by any authorities wherever, are your sole responsibility, and you hereby acknowledge and agree that the Service Fees are exclusive of all such taxes.

First month’s charge: in the first month GRAVITY charges the current partial month (proportionally) and the next full month. Example: if your Service starts on 20th of April, then you will be first charged for the period of 20th April to 31st May0th April. 

Last month’s charge: Service cancellation has a 30 days notice period. In the last month GRAVITY charges you for the proportional fee of your plan. Example: if you cancel the Service on 20th of April, you will be charged until 20st of May. Charges paid ahead are non-refundable, charges paid arrears are invoiced on the first day of the next month following the date of your cancellation. 

7.3 Overdue payments

GRAVITY reserves the right to suspend or terminate at its sole discretion your access to the Service in the event of your failure to make any payment to GRAVITY after three unsuccessful charge request.You will reimburse GRAVITY for all expenses incurred in connection with the collection of amounts payable. GRAVITY may charge interest on all late payments in the amount of 15% per year. You agree and acknowledge that GRAVITY will not be responsible for any damages resulting from such suspension or termination of your access to the Service. Unless otherwise stated, all fees are quoted in the currency specified in the applicable Price List. You are responsible for paying all fees associated with using the Service.

8. RIGHTS OF USAGE, GRANTED LICENSE

The Service and all components and documentation thereof, including, without limitation, the Yuspify tracking code, the structure and any part of it, GRAVITY’s Confidential Information, GRAVITY APIs, any other GRAVITY information and materials, and all worldwide intellectual property rights in the foregoing, are the exclusive property of GRAVITY, its licensors and/or its suppliers. GRAVITY, its licensors and/or its suppliers reserve all rights not expressly granted to you in this Agreement. As between GRAVITY and you, all data captured, stored and analyzed by the Service for your Account (“Client Data”) and all worldwide intellectual property rights in Client Data, are your exclusive property. GRAVITY may use Client Data to modify and improve the Service, GRAVITY business, GRAVITY technology or provide additional services. However, GRAVITY will not use any particular data that is identifiable to you.

Provided you are not in breach of this Agreement, GRAVITY grants you a limited, worldwide, non-exclusive, non-transferable and revocable license to install and use the Service software within your Website(s), and to access recommendations and other services from the Yuspify.

You or any of your employees, officers, directors or authorized contractors, (each a “User”) shall not 

1. (i) use the Service or any portion thereof to provide services to any third party or for the benefit of any third party (whether by means of a service bureau, by “mirroring” or “framing” any part of the Service, or otherwise), or make the Service available to anyone other than Users; 
2. (ii) copy, modify, create a derivative work of or gain unauthorized access to the Service, including, without limitation, for the purpose of developing a similar or competitive product or service; 
3. (iii) remove, obscure or alter any proprietary notices or labels on the Service or any component thereof; 
4. (iv) interfere with or disrupt the integrity or performance of the Service or third-party data contained therein; 
5. (v) disclose the results of any performance, functional or other evaluation or benchmarking of the Service, provided, however, you may distribute the Client Data; 
6. (vi) use the Service to upload, store or transmit any viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs; 
7. (vii) use the Service to collect, upload, store or transmit infringing, libelous or otherwise unlawful or tortuous material, or to collect, upload, store or transmit data in violation of third-party privacy rights or applicable privacy and data security laws, rules or regulations; or 
8. (viii) attempt to gain unauthorized access to the Service or related systems or networks.

You shall (a) be responsible for each User’s compliance with this Agreement, (b) be solely responsible for the integrity and legality of Client Data and of the means by which you acquired Client Data, and (c) use the Service only in accordance with the applicable documentation and applicable laws and government regulations. You hereby acknowledge and consent to GRAVITY’s use of our own products to collect and analyze data regarding your and Users’ access and use of the Service, to improve the Service and GRAVITY technology, and to optimize your access to and use of the Service.

Nothing in these Terms constitutes the transfer of an ownership right in the Intellectual Property of either Party. “Intellectual Property” means all ideas, concepts, designs, inventions, creative works, discoveries, patents, products, specifications, computer software programs, databases, original works of art and authorship, formulas, processes, compositions of matter, improvements, drawings, notes, documents, information, mask works, trade secrets and materials made, as well as any improvements thereto, trademarks and trade names, and related sales, business, and marketing plans.

9. INFORMATION THAT WE COLLECT

During the use of the Service, our servers (which may be hosted by a third party service provider) collect information automatically from your Website. The Service generates random cookies for identifying your users. By collecting such data GRAVITY will receive certain personal data of the user of your Website, therefore GRAVITY is deemed as data processor with respect toof the personal data of your users, according to the GDPR. In any event, when GRAVITY receives personal data, we will treat all such data in accordance with our privacy policy. You will not use the Yuspify to associate your users’ personally identifiable information with their preferences information without the explicit permission of your users.

We may use the information collected and created through Yuspify for our own business purposes provided, however that such information is made anonymous in a manner that the information is not identifiable to any person or to your Website.

By using the Service, you give us consent to store, process and transfer your information on your Website outside of your country of residence.

Yuspify should not be confused with other website functions or cookies, as it is technically a separate service and is not involved with the Website’s core functionality, e.g. orders, payments, deliveries. However, we use and send two different kinds of cookies to the browser of your Website visitors, with the following functions: (i) visit in store and (ii) visit history (cart restore and product browsing information). Your visitors can prevent the use of cookies, but then all features of Yuspify, or your Website cannot be used.

10. CONFIDENTIALITY

You and/or GRAVITY may have access to information that is confidential and proprietary to the other party (“Confidential Information”). Confidential Information shall include any information that is clearly identified in writing at the time of disclosure as confidential as well as any information that, based on the circumstances under which it was disclosed, a reasonable person would believe to be confidential. GRAVITY’s Confidential Information shall include, but not be limited to, the Service, formulas, methods, know-how, processes, designs, new products, developmental work, marketing requirements, marketing plans, licensee names, prospective licensee names, the terms and pricing under this Agreement, and the results of any comparative or other benchmarking tests with respect to the Service, in each case regardless of whether such information is identified as confidential.

Confidential Information includes all information received from third parties that the disclosing party is obligated to treat as confidential and oral information that is identified by the disclosing party as confidential.

This obligation of confidentiality does not apply to 

1. (i) any information that is or becomes a part of the public domain through no act or no omission by the receiving party, 
2. (ii) was in the receiving party’s lawful possession prior to the disclosure without any restriction on disclosure, or 
3. (iii) is independently developed by the receiving party without the use of or reference to such Confidential Information.

If the receiving party is required to disclose such Confidential Information to any court or government authority, then the receiving party hereby agrees to provide the disclosing party with sufficient written notice prior to the receiving party’s disclosure.

The present obligation of confidentiality shall survive any termination of this Agreement. Each party agrees not to (a) make Confidential Information available in any form to any third party except to such party’s employees, contractors, agents or service providers who are required to have access to that information in order to allow such party to exercise its rights or perform obligations under this Agreement, or (b) to use the Confidential Information for any purpose other than in the performance of this Agreement. Each party agrees not to disclose the results of any performance tests of the Service to any third party. Each party agrees to take all reasonable steps to ensure that Confidential Information is not disclosed or distributed by such party’s employees or agents in breach of this Agreement. Upon request of the disclosing party, the receiving party will destroy the disclosing party’s Confidential Information, other than archival back-up copy.

11. LIMITED WARRANTY

GRAVITY makes no warranty that Yuspify will meet your requirements, or that the Service will be uninterrupted, timely, secure or error-free, nor does GRAVITY make any warranty as to the results that may be obtained from the Service or as to the accuracy or reliability of any information obtained through Yuspify. GRAVITY warrants that in the event that the Service is not available or that there are errors in its operation GRAVITY will use every reasonable effort to remedy the event. This is your sole remedy in the event of interruption or errors in the Service.

THERE ARE NO OTHER WARRANTIES THAN WHAT IS EXPRESSLY STATED IN THIS SECTION AND GRAVITY DOES NOT MAKE ANY OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY (INCLUDING BUT NOT LIMITED TO FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT) REGARDING THE USE OR THE RESULTS OF THE USE OF Yuspify, TO THE GREATEST EXTENT PERMITTED BY LAW.

12. LIABILITY LIMITATION

TO THE GREATEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL GRAVITY, ITS SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES OR SUPPLIERS BE LIABLE FOR ANY LOSS OR DAMAGE, INCLUDING BUT NOT LIMITED TO LOSS OF DATA, LOST PROFITS AND ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SERVICE, OR THE INABILITY TO USE Yuspify, THE MATERIALS OR SOFTWARE AVAILABLE THROUGH WWW.Yuspify.COM and WWW.Yusp.COM  EVEN IF THERE IS NEGLIGENCE OR EVEN IF GRAVITY OR ITS AUTHORIZED REPRESENTATIVE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE GREATEST EXTENT PERMITTED BY LAW, GRAVITY’S TOTAL AGGREGATE LIABILITY IS LIMITED TO THE AVERAGE AMOUNT OF MONTHLY FEES PAID BY YOU TO GRAVITY.

13. INDEMNITY

You agree to indemnify and hold GRAVITY its affiliates, officers, directors, employees, suppliers or partners harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your breach of this Agreement or the documents it incorporates by reference, or your violation of any law or the rights of a third party.

14. TERM AND TERMINATION

This Agreement and the Service will commence upon the Delivery Date with an Initial Period as specified in the Price List and after the Initial Period it will remain effective for an indefinite period of time. You may terminate this Agreement for any reason or for no reason with 30 (thirty) days written notice by notifying GRAVITY in writing via email to goodbye@yuspify.com specifying your Website(s) and the name of your legal entity. 

GRAVITY may terminate your use of the Yuspify for any reason or for no reason with 30 (thirty) days written notice by notifying You in writing to the email address you have provided.

GRAVITY may terminate this Agreement with immediate effect upon written notice to you, if you or any User breaches any provision of this Agreement and does not cure the breach within thirty (30) days after receiving written notice thereof from GRAVITY.

You may terminate this Agreement with immediate effect upon written notice, if GRAVITY breaches any provision of this Agreement, and does not cure the breach within thirty (30) days after receiving written notice from you.

Upon termination by you for GRAVITY’s breach, you shall pay GRAVITY for the actual Service Fees, and any other fees related to the Service incurred by you prior to the date of the breach. Upon termination by GRAVITY for breach by you, you will pay GRAVITY for the total Service Fees, professional services fees, if applicable, and any fees purchased by you under all applicable order documentation during the then current Term. Upon termination of this Agreement for any reason, (i) all rights granted herein will immediately cease to exist, and you must promptly discontinue all further use of Yuspify and GRAVITY will terminate all access to the Service by you or any User, and (ii) you must destroy all tangible copies of the documentation related to the Service and erase all electronic versions thereof, and remove all GRAVITY tracking code from the Websites. Upon request, you will certify to GRAVITY in writing that you have fully complied with the requirement in the foregoing sentence. 

Upon termination of this Agreement and the Service, GRAVITY will delete all of your then current Account(s) by the last day of term of your subscription, which will delete all profiles within your Account(s).  Once you terminate this Agreement you will not be eligible for another Initial trial pPeriod for your same Website(s).

15. MODIFICATIONS TO TERMS OF SERVICE AND OTHER POLICIES

GRAVITY reserves the right to change or modify any of the terms and conditions contained in this Agreement, the Service, or any policy governing the Service, at any time, by posting the new agreement to the websites of GRAVITY www.yuspify.com or at www.yusp.com. You are responsible for regularly reviewing the agreement. Your continued use of the Service following GRAVITY’s posting of the change(s) will constitute your acceptance of such change(s).

If GRAVITY decides to terminate the Service, your sole remedy will be to discontinue the use of the Service.

If you do not agree with the terms of the Agreement you should immediately discontinue using the Service.

16. CLIENT REFERENCE

You hereby grant GRAVITY the right to use your trade name and your corporate logo in connection with GRAVITY’s promotional materials and website to identify you as a client of GRAVITY.

17. MISCELLANEOUS; APPLICABLE LAW AND VENUE
18. This Agreement, including all order documents, constitutes the entire agreement between the parties, and supersedes all prior and contemporaneous agreements, proposals, representations written or oral, concerning its subject matter.
19. GRAVITY shall be excused from performance hereunder to the extent that performance is prevented, delayed or obstructed by causes beyond its reasonable control, including without limitation, any force majeure event, problems with Internet access, or problems that result from your or third party actions or inactions or that result from your or third party equipment, software or technology (other than third party equipment within our direct control).
20. If any provision of this Agreement is held to be invalid or unenforceable, that provision will be enforced to the maximum extent permissible, consistent with the original intent of the parties, and the other provisions of this Agreement will remain in force.
21. The waiver by either party of any default or breach of this Agreement shall not constitute a waiver of any other or subsequent default or breach.
22. The parties are independent contractors. No person performing any of the work or services described herein on behalf of one of the parties will be considered an officer, agent, servant or employee of the other. Each party will be responsible for the acts or omissions of its own officers, agents, employees, and subcontractors. Nothing herein will be construed as creating a partnership or joint venture between the parties.
23. This Agreement and all matters arising out of or relating to this Agreement shall be governed by the laws of Hungary and the parties agree to submit to the exclusive jurisdiction of the Hungarian courts. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to this Agreement.