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 Site and Services. "Brand / You" refers to the brand or vendor 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 of collection, use, and storage of information provided by brands. "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. "Brand Information / Brand Data" refers to the content provided by Brands. "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. brands through third-party cookies or 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 brands. 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 Brands 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 the information provided by Brands. Brands 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 users 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 Brand with customer support where necessary and within its capabilities. Brand agrees that PrismaNote is not responsible for any issues that are 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 ONLY CONCERNS THE RELATIONSHIP BETWEEN PRISMANOTE AND BRANDS. 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.

2.7 If a retailer is not allowed by a Brand to list and/or sell the products on its website, you as a Brand are obliged to inform us within 7 working days via info@prismanote.com. We reserve the right to remove specific products from a retailer's website/range if necessary. This decision is made at our sole discretion.

Online Marketing2.8 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. Brands may provide their own content for the advertising campaign, in which case the Brand 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.

2.9 In the event Brand provides its own content for advertising, display on the website, or for display in a new post, 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 that may be available to all retailers who supply branded goods. Such campaigns may incur additional costs.

2.10 PrismaNote reserves the right to freely find and download creative content from the web of any brand operated by a company and use it on behalf of the retailers who have assigned your brand(s) to their store.

2.11 Some marketing campaigns require you to provide email addresses of your retailers or partners that you wish to include in the marketing campaign (brand data). We use this list in accordance with our processing agreement and inform them about the campaign and how they can participate.

2.12 Certain costs may be associated with marketing campaigns. PrismaNote provides an estimate of the campaign costs before the marketing campaign is launched. You will have the option to share marketing costs with Retailers or to fund the campaign yourself. All costs that fall on the brand are paid before the start of the marketing campaign.

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.

2.14 If a company sends a campaign email via the PrismaNote platform to a retailer outside its own dealer area, PrismaNote cannot be held responsible for this. Brands may only provide email addresses of their own dealers. PrismaNote is not responsible for who receives the e-mails.

2.15 You as a brand / company will not receive any compensation for, for example, recruiting new customers or prospects, unless agreed in writing in advance.

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. Brands 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 one month. 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 Vendor 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 not to 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 Brands 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.

6. Payment and Prices

6.1 The prices for the Services are stated on the Site and are exclusive of VAT and other applicable taxes. You understand and agree that it is your responsibility to pay any applicable taxes for your use of the Services.

6.2 When you subscribe to the Site, you can choose the payment method. If you pay by credit card, you must provide valid and up-to-date information necessary to process the payment. You agree and authorize us to charge your credit card for all charges incurred while using the Services.

6.3 Subscription fees are calculated at the time registration is submitted to the Site. The subscription fees for the current subscription period are not affected by changes to the service price as described in section 6.6 of this agreement.

6.4 You authorize us to charge your credit card for the subscription fee at the expiration of the current subscription period, unless auto-renewal is turned off at the time payment is processed.

6.5 If any amount in property is not paid by the due date, we reserve the right to charge interest on the amount due at the rate of 1.5% per month or the maximum interest permitted by law, whichever of the two is the lowest.

6.6 We reserve the right to change prices at any time without notice. Such changes will not affect the seller's current subscription period. Prices in effect five (5) days prior to the renewal of the Subscription will be applied for payment of the extended Subscription Period.

7. Third Party Services

7.1 The Services may be made available or accessed in connection with third party services and content (including advertisements) over which PrismaNote has no control. We may also provide you with links that lead to third parties. You acknowledge that different Terms of Service and Privacy Policies may apply to your use of such third-party services and content. PrismaNote does not endorse such third-party services and content, and PrismaNote is in no way responsible or liable for any products or services from such third-party providers.

8. Compensation

8.1 You indemnify PrismaNote, and its employees and affiliates, 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 on 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.

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 solution cannot be reached through negotiation, you agree and hereby submit to the exclusive jurisdiction of the official courts in the city of Amsterdam.