1. Definitions

1.1 The following definitions explain some of the terminology and abbreviations used in our Terms of Service:

"Terms / Agreement" refers to the latest version of this Terms of Service document. "Site" refers to the PrismaNote website available at .prismanote.com, or any other URL of PrismaNote websites or services. ' collectively refers to the Site and the Services. 'Retailer / Retailer / You' refers to a store registered on our Platform. 'We / Us / PrismaNote' refers to PrismaNote, the Site and their partners and affiliates. 'Privacy Policy ' refers to the privacy policy document that governs the rules for the collection, use and storage of information provided by merchants. 'Third Party' refers to any application, website, natural or legal entity other than PrismaNote. 'Content' refers to any images, text, audio and video data or other information contained on the Platform. "Retailer Data" refers to the content provided by retailers. "Services" refers to the services provided by PrismaNote as displayed on the Site. "Software" refers to the applications and functionality provided with the Services. "Subscription Period" refers to the period of time that your subscription is active with us. "Subscription Fee" refers to the cost of the subscription for the selected subscription period "Effective Date" refers to the date the subscription fee payment is processed. "Information" refers to information about individuals provided by using our Services, contacting support, or anonymous statistical information collected from the Retailers via Cookies or Third Party Services. "Confidential Information" means any information disclosed between the parties to this Agreement in connection with the Services. In particular, without limitation, content available only to registered retailers. Confidential Information does not include information known to either party prior to disclosure, information made available to the public, or information intended and disclosed for publication.

2. Scope of Services

General 2.1 PrismaNote provides a platform for Retailers to use online solutions, content, storage and other services fully described on the Site. Access to these Services is available upon registration, which is made through the appropriate forms on the Site.

2.2 PrismaNote does not warrant that the Services will meet your requirements or be available on an uninterrupted, secure or error-free basis. We will take and implement all reasonable measures to maintain the security and integrity of information provided by retailers. Retailers can request detailed information about our security measures via info@prismanote.com. PrismaNote cannot and does not guarantee the 100% uptime of its Services. Services may be down (i) due to scheduled maintenance, (ii) force majeure events, (iii) for specific Retailers due to account suspension or termination, (iv) internet problems outside PrismaNote's area of influence, (v) bugs in code, hardware or Services without a commercially known solution.

2.3 During the Subscription Period, PrismaNote undertakes to provide the Retailer with customer support where necessary and within its capabilities. Retailer agrees that PrismaNote is not responsible for problems not caused by the Services or the Platform.

2.4 PrismaNote acts as an intermediary between all parties that use the PrismaNote platform. PrismaNote cannot and does not guarantee that all information about, for example, products, brands, collections and companies is accurate, although we take all reasonable steps to verify information. PrismaNote is not liable for any disputes between brands, retailers and consumers, nor can PrismaNote be held responsible for any loss or leakage of information.

2.5 PrismaNote collects and provides information about products and brands on behalf of Retailers who resell these specific brands for use on their website, webshop and in other marketing materials.

2.6 THIS AGREEMENT EXCLUSIVELY CONCERNS THE RELATIONSHIP BETWEEN PRISMANOTE AND RETAILERS. NOTHING IN THIS AGREEMENT SHALL BE UNDERSTOOD OR INTERPRETED AS A PROMISE OR OBLIGATION OF PRISMANOTE IN THE RELATIONSHIP BETWEEN RETAILERS AND BRANDS, NOR ANY PROVISION OF ANY AGREEMENT BETWEEN RETAILERS AND BRANDS.

Point of Sale2.7 PrismaNote gives retailers access to the specially designed cloud-based point of sale software for retailers.

Website and webshop

2.8 PrismaNote enables Retailers to create websites and webshops that can be edited via the Platform. PrismaNote offers hosting, functionality and part of the content needed for the website and webshop. The Retailer is solely responsible for maintaining the website and the webshop, providing the content that is not offered by the Platform and for complying with all applicable laws and regulations, in particular with regard to the privacy of the website and webshop users. Retailers may provide their own content for the website and/or web shop, in which case the retailer hereby understands and agrees that it will only provide content for which they have appropriate verifiable permission to use for the purpose of publication and that such content may be sublicensed without any compensation.

2.9 PrismaNote will only provide the Retailer with a model of the website and webshop terms of use and privacy policy agreements as an example. You understand and agree that these templates are for informational purposes only, and it is your responsibility to update the templates to reflect your terms and practices. These documents represent a contractual relationship between the retailer and their customers and it is the responsibility of the retailer to comply with the provisions contained therein. If the Retailer cannot change these models due to technical limitations of the website and/or webshop, he will contact PrismaNote via info@prismanote.com to implement these changes.

2.10 The collection, transfer and processing of personal information by PrismaNote on behalf of the retailer is governed by our data processing agreement and, where the transfer of the personal information outside of the EEA is involved, our standard contractual clauses.

Online marketing

2.11 PrismaNote provides online marketing services including development, organization and content for social media advertising. Advertising content may be provided by PrismaNote, Retailer, Brand or other third party. PrismaNote only provides the content for advertisements for which we have an appropriate license or reason to believe that we may use such content. Merchants may provide their own content for the advertising campaign, in which case the Merchant hereby understands and agrees that it will only provide content for which it has appropriate verifiable permission to use for advertising purposes and that such content may be sublicensed without any compensation. datum.

2.12 In the event that Retailer offers its own content for advertisements, to display on the website or to display in a new message, you hereby grant to PrismaNote a royalty-free, sublicensable, worldwide license to use in advertising or to use such content display on websites and webshops. In some cases, brands may offer their own advertising campaign which may be available to all retailers who supply branded goods. Such campaigns may incur additional costs.

2.13 PrismaNote takes reasonable steps to ensure that the marketing campaigns are effective, but PrismaNote makes no warranties or guarantees as to the effectiveness or quality of the marketing campaign and its results.

CRM tool

2.14 PrismaNote offers customer loyalty and registration programs that allow retailers to manage their customers and send post-purchase emails. You understand and agree that applicable laws, regulations and other causes beyond PrismaNote's control may limit the effectiveness of this Service. In the event that Retailer's customers exercise any of their privacy or other rights that may interfere with the provision of the CRM Services, you will not receive any refunds or credits for the failure to provide the services.

2.15 If the retailer uses the CRM tool and/or checkout, the retailer is obliged to ask the consumer for permission to send commercial e-mails. PrismaNote cannot be held responsible for any complaints from consumers about receiving e-mails from the store that they did not request.

Back-up

2.16 Backups of previous digital systems such as Jupa and DiamondR, which are used to transfer your existing store data to PrismaNote, will be retained until the retailer decides to cancel the subscription with PrismaNote.

2.16 Backups of the platform are made available on a daily basis. (on request).

3. General Provisions

Fitness

3.1 By registering to use the Services, you confirm that you are at least 18 years old. By using our Services, you confirm that (i) you have full legal capacity to form a binding relationship, (ii) you will provide reliable, accurate, current and complete information where necessary, and information that is otherwise is compatible with the Terms, (iii) that you will not use any Services in violation of these Terms or any applicable law.

If you are accessing our Services on behalf of a legal entity, you further confirm that (i) you are properly authorized to accept the terms of this Agreement, (ii) you are properly authorized to bind such legal entity by accept this Agreement, (iii) the legal entity on whose behalf you are accepting this Agreement has full authority to enter into this Agreement and perform obligations as defined herein.

3.2 We may not have control over who uses the Platform, so it is up to you to assess whether use of the Platform is in accordance with local laws and regulations. Whenever you use our platform, you must comply with these terms and all applicable laws, regulations and policies. If any part of the Platform does not comply with your local law, you may not use the Platform. Such service is considered 'not available in your region'.

Registration

3.3 During the registration process you will be asked for some personal data, the collection, use and storage of which is governed by our privacy policy document and applicable law. Retailers are required to provide truthful, accurate, current and complete information about themselves as prompted by the forms provided. If you provide information that violates the above terms, we may deny or terminate your access to parts of our Services. We are not responsible for any failure to provide the Services due to information that is not true, accurate, current and complete.

3.4 You understand that it is your responsibility to keep your login details confidential. You are responsible for all activities under your account. If you ever learn or suspect that someone has accessed your account without authorization, you are advised to notify us immediately.

Subscription

3.5 The standard subscription period for the Services is indefinite. The subscription period starts on the effective date and ends on the same day in the following month. In the event that the month in which the Subscription Period ends does not have the date corresponding to the Effective Date, the Subscription Period will end on the last day of that month.

3.6 The subscription period will automatically renew at the end of the current subscription period. By default, the extended subscription period is for the same duration as the current subscription period. Subscription fees for the Renewed Subscription Period will be calculated in accordance with the prices in effect five (5) days prior to the expiration of the current Subscription Period. If you no longer wish to use our Services, you may cancel the automatic renewal option in your Retailer account at least twenty-four (24) hours prior to the expiration of the current Subscription Period. You cannot cancel the subscription period you have already paid for. We do not offer refunds in the event that you wish to cancel your use of the Services. If you wish to stop using our Services, you can do so only by turning off auto-renewal, in which case you will be able to use the Services until the end of the current Subscription Period.

3.7 PrismaNote may offer a free trial period for using the Services or free access to Services not covered by the subscription. During this period, you may use the Platform with full or limited access to its features. Any unused portion of a free trial period, if offered, will be forfeited when the retailer purchases a subscription.

Contact

3.8 By providing us with access to your email address, you agree that we may contact you using such contact details for all matters relating to the Services (Service Emails). These emails do not constitute “unsolicited commercial email advertising” and you cannot opt out of receiving them. You can opt in or subscribe to receive emails about content, promotions, special offers and or other topics of interest related to PrismaNote and our affiliates (promotional emails). You may opt out of receiving these promotional emails at any time by following the instructions in the promotional emails.

3.9 If you have any questions or suggestions, please contact us at info@prismanote.com.

4. Acceptable Use Policy

4.1 You agree that you will not misuse our Platform. An abuse is any form of use, access to or disruption of the Platform in violation of the Terms, the Privacy Policy and applicable laws and regulations. We may, in our sole discretion, suspend or terminate access to all or parts of the Platform for any retailer without prior notice or discussion for such action.

We reserve the right to refuse Services to anyone at any time. While using our platform you will not act in violation of the terms, policies, applicable laws and regulations and in particular you will not, without limitation, do any of the following: (i) send or otherwise post unauthorized commercial communications (such as spam) through the Platform; (ii) collect content or information without our consent or otherwise access the Platform using automated means (such as harvesting robots, robots, spiders or scrapers); (iii ) upload viruses or other malicious code; (iv) bully, harass or harass another user; (v) post or transmit any content that is illegal, hateful, obscene, threatening, incites violence, abusive, defamatory, infringes intellectual property rights , invades privacy, or contains explicit or gratuitous violence or is otherwise objectionable to any third party; (vi) harass, threaten, embarrass or cause or impersonate any other person or entity restrict or prevent any person or entity or otherwise any other person from using or enjoying the Platform; (vii) take any action that imposes a disproportionately large usage load on our Platform, unless expressly permitted by PrismaNote; (viii) content post or transmit that is misleading. (ix) communicate any information or content that you are prohibited from making available under any law or contractual or fiduciary relationship, or that otherwise infringes the rights of another person; (x) participation in or promotion of content, pyramid schemes, surveys, chain letters or spam, or encourage unsolicited e-mail through the Platform; (xi) post or transmit hyperlinks to other websites in violation of these Terms; (xii) facilitate or encourage any violation of these conditions.

4.2 Retailers are solely responsible for their own Content and the consequences of making the Content available to third parties.

4.3 If for any reason your account, or any part thereof, is suspended, banned, restricted, blocked, terminated or otherwise disabled by PrismaNote, you agree to abide by such decision. You may not create another account with the intent to circumvent these restrictions or attempt to circumvent restrictions on your account without our permission. Any attempt to circumvent these restrictions may result in the termination of all current and future accounts you register.

5. Intellectual Property

Property rights

5.1 The copyright and all intellectual property rights in the Platform belong to PrismaNote or are used with the appropriate permissions. It includes design, all database rights, trademarks, text, images, code, files and links, brands, and the selection and arrangement thereof. All rights are reserved. Nothing in this Agreement shall be construed or intended to convey such intellectual property rights to you or any other third party.

5.2 Subject to your compliance with this Agreement, we grant you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Platform and Content. Except as expressly permitted in this Agreement, you may not:

copy, modify or create derivative works based on the Platform or Content; distribute, transfer, sublicense, lease, lend or rent the Platform or Content to any third party; reverse engineer, decompile or disassemble; or make the functionality of the Platform or the Content available to multiple Retailers in any way.

Notice of Infringement

5.3 If you believe that your work has been copied in a manner that constitutes copyright infringement, or that your intellectual property rights have otherwise been violated, please provide the following information to the Site's Copyright Agent:

An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest; A description of the copyrighted work or other intellectual property that you claim has been infringed; A description where the material, of which you claim is infringing, is located on the Site or App; Your name, address, telephone number and email address; A statement signed by you that you have a good faith belief that the disputed use is not authorized by the owner of the copyright, its agent or the law; and A statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright or intellectual property owner or are authorized to act on the copyright or intellectual property owner's behalf.

5.4 Our copyright agent can be reached via email: info@prismanote.com.

Retailer content

5.5 Retailers retain all right, title and interest in the Retailer Content they provide through the Platform. By providing the Retailer Content, Retailers grant us a limited, non-exclusive, transferable, and sub-licensable license to host, reproduce, and process such Retailer Content for the purpose of providing the Services, marketing, or customer support. PrismaNote will not use Retailer Content in violation of these terms.

5.6 Given that we do not monitor Retailer Content, you agree to notify us immediately if you become aware of any illegal activity, activity that is in breach of these Terms, or activity that you suspect may be in violates these Terms or applicable laws or may otherwise be objectionable. While we expressly prohibit the uploading of any Merchant Content that is illegal, hateful, obscene, threatening, incites violence, is abusive, defamatory, infringes intellectual property rights, invades privacy, contains explicit or gratuitous violence, or is otherwise objectionable is for third parties, we do not pre-screen the content, so you hereby agree that you may be exposed to such content and that you use the platform at your own risk. We reserve the right to remove any content, which we believe violates these terms or relevant laws, without notifying the retailers or providing a reason for such action. You acknowledge and agree that PrismaNote bears no obligation with respect to the risk, damage or loss that may arise from any content submitted to or distributed on the Platform.

Third Party Content

5.7 Certain content on the Platform, such as advertisements, may be provided by third parties. We are not responsible for such content, nor do we monitor or control content provided by third parties.

Confidential information

5.8 During the term of this Agreement, Retailers may be required to provide or voluntarily provide certain Confidential Information to PrismaNote and PrismaNote may disclose certain Confidential Information to the Retailers. With respect to such information, both parties hereby agree (i) to hold Confidential Information in the strictest confidence, (ii) to take all reasonable steps to protect the confidence of Confidential Information, (iii) not to disclose or otherwise make Confidential Information available to any third party without prior written consent, (iv) to use Confidential Information only for its intended purposes, (v) to remove all Confidential Information and any copies, extracts or derivative works resulting from Confidential Information upon written request or destroy or erase upon termination of the Agreement, regardless of the form or media in which the Confidential Information is stored.

8. Compensation

8.1 You indemnify PrismaNote, and its employees and affiliates and third parties, from and against all claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, but not limited to, reasonable legal and accounting fees arising out of or in any way related to your access to or use of the Site and our Services, content you provide, or your violation of these Terms.

10. Changes

10.1 PRISMANOTE MAY MAKE CHANGES OR REPLACE OUR SERVICE AGREEMENT AT ANY TIME. WE WILL POST SUCH CHANGES, REPLACEMENTS AND UPDATES ON THE PLATFORM AND SUCH CHANGES, REPLACEMENTS AND UPDATES TO OUR TERMS OF SERVICE WILL BE EFFECTIVE IMMEDIATELY AFTER THE POSTING. YOU AGREE TO KEEP YOURSELF INFORMED WITH THE LATEST POSTED TERMS OF SERVICE AGREEMENT AND YOU ACCEPT SUCH MODIFICATION, REPLACEMENT AND UPDATE IF YOU ACCESS OR USE OUR SERVICE AFTER WE HAVE POSTED THE UPDATED TERMS OF SERVICE.

11. Termination

11.1 Either party may terminate this Agreement with notice for any reason. The retailer may terminate this agreement with one month notice. PrismaNote may terminate this Agreement without cause upon fifteen (15) days' notice. PrismaNote may terminate this Agreement with notice and effective immediately if Retailer: (i) violates this Agreement; (ii) fails to make any payments due; (iii) misuses the Services or uses Services in violation of the acceptable use; (iv) engage in fraudulent or illegal activity.

11.2 Upon termination of this Agreement, the Retailer will not be able to use the Services and we may immediately remove all of the Retailer's Content on the Platform. If the Agreement is terminated, the Merchant will immediately owe PrismaNote the fees due. PrismaNote is not responsible for any damages caused by the termination of this Agreement.

11.3 This Agreement will automatically terminate upon expiration of the current subscription period if the Merchant has disabled the auto-renewal option in their account.

11.4 Retailers are advised to download all Retailer Content to storage independent of the Platform in the event they wish to terminate this Agreement.

12. Governing Law and Choice of Court

12.1 This Agreement shall be governed by and construed in accordance with Dutch law, without regard to its conflict of law provisions, as applied to contracts entered into in the Netherlands and to be performed by Dutch residents. You agree that if you have a dispute with PrismaNote, you will contact us to resolve it through negotiation and mutual understanding. If the resolution cannot be reached through negotiation, you agree and hereby submit to the exclusive jurisdiction of the official courts in the city of Amsterdam.