Last updated: March 3, 2020
This VisionAppster Store Component Seller Agreement ("Terms") shall be applied with respect to use of the Store to license Components by Seller. These Terms form a binding legal agreement between the Seller and VisionAppster, a company organized under the laws of Finland and registered in the trade register of Finland, business identity code 2517706-4, having its offices at Salvesenintie 6, 40420 Jyskä, Finland ("VisionAppster").
The use of the VisionAppster Store's Seller features such as Component licensing by the Seller is subject to compliance with the terms and conditions of these Terms. These Terms shall apply, when the Seller intends to upload and offer for sale its Components on the Store. If the Seller does not agree to all the terms and conditions contained herein, he/she must not use the Store.
Components placed for sale are accepted to the Store and all sales to Licensees are made subject to these Terms which shall prevail and be effective notwithstanding any variations or additions contained in any other document, unless separately agreed in writing. No modification of these Terms shall be binding upon VisionAppster or any of its subsidiaries or affiliated companies unless made in writing by an authorized representative of VisionAppster.
In these Terms, except as otherwise expressly provided herein or unless the context otherwise requires, the following capitalised terms shall have the following respective meanings:
"Component" shall mean software, applications/components, algorithms, tools and corresponding content developed by using VisionAppster Builder and may be made available on the Store for other Users.
"Delivery Period" shall mean the period that begins on the effective date of this Agreement and expires on the last day of this Agreement or any renewal thereof.
"EULA" shall mean end user license agreement provided by the Seller of the Component in question, which the Licensee shall commit to as a prerequisite to acquiring right to use a Component.
"Integrated Component" shall mean a Component in which the User has integrated another User's Component as a part of its own Component, and which is available to Licensees upon ordering process between Seller and Licensee.
"IPR" shall mean any patents, trademarks, copyrights, data base rights, designs, utility models, trade secrets, know-how and any other intellectual property rights, whether registered or not, including but not limited to right to alter to copyright protected work and to further transfer copyright protected work.
"Licensee" shall mean any User using the Store to purchase Component(s).
"Personal Data" shall mean any information that can identify a person and any other information that qualify as personal data under applicable data protection legislation including the GDPR.
"Price" shall mean the Price of a Component set by the Seller. To that Price shall be added applicable value added or other similar indirect taxes, and payment processing fee. The aforementioned elements will consistute the Total Price of the Component shown to the Licensee at the payment moment.
"Requirements" shall mean technical requirements for uploading of Component and/or Seller Material to the Store.
"Seller" shall mean any party that owns or legally obtains Component and any IPR thereto and uses the Store to sell the Components.
"Seller Manual" shall mean a documentation provided by VisionAppster including and specifying further details and requirements for the use of VisionAppster Store Selling Feature and restrictions for the use thereof.
"Seller Material" shall mean any and all material transferred, saved, uploaded, entered or recorded into the Store by the Seller, such as product pictures, videos, icons and information concerning the Component.
"Store" shall mean the webstore feature of VisionAppster Cloud provided by VisionAppster, into which the Seller may upload its Seller Material, Components and Integrated Components and by which the Licensee may purchase Components and/or Integrated Components.
"Transaction" shall mean license purchasing transaction between the Seller and Licensee
"User" shall mean Sellers and Licensees, which may perform Transactions in the Store.
"VisionAppster Builder" shall mean a software product licensed by VisionAppster subject to separate license agreement.
3 PURPOSE AND BACKGROUND
The purpose of the Store is to provide the Sellers with a webstore platform for placing Components and/or Integrated Components for public sale. The Components and/or Integrated Components are available at the Store in a form suitable for file downloading for Licensees' own purposes as such, or for the purposes of making an Integrated Component.
The Seller shall not be granted any other rights to use the Store than those specifically described in these Terms.
4 DESCRIPTION OF STORE
Store is a web-based marketplace for Components, Integrated Components and any Seller Material uploaded to the Store by Sellers. The saleable content of the Store available to any Users shall be fully set by the Sellers. VisionAppster shall provide only the Store and transfer of payments by VisionAppster or third-party payment processor as described in these Terms. Components that Licensees acquire from the VisionAppster Store are acquired from VisionAppster acting on behalf of the Seller but licensed by the Seller as set forth in these Terms.
The Seller confirms that the Seller has been provided with the necessary information and opportunity to examine the functionality of the Store to the extent satisfactory to the Seller prior to agreeing with these Terms. The Seller accepts the Store on an "as is" basis at the time of agreeing with these Terms.
5 APPOINTMENT OF AGENT
Seller hereby appoints VisionAppster as Seller's agent for the marketing and delivery of the Components to Licensees, during the delivery period. For the purposes of this Agreement, "agent" means a person who purports to conclude agreements and act on behalf of other persons. For the sake of clarity, VisionAppster shall not be held as a party in end user license agreement between the Seller and the Licensee, but VisionAppster shall be considered as a third party beneficiary of the EULA, and that, upon the Licensee's acceptance of the terms and conditions of the EULA, VisionAppster will have the right (and will be deemed to have accepted the right) to enforce the EULA against the Licensee as a third party beneficiary thereof.
By appointing VisionAppster as Seller's agent, the Seller hereby authorizes and instructs VisionAppster to:
(i) market, solicit, and obtain orders on Seller's behalf for Components from Licensees;
(ii) provide hosting services to Seller subject to these Terms, in order to allow for the storage of, and Licensee access to, the Components and to enable third party hosting of such Components solely as otherwise licensed or authorized by VisionAppster;
(iii) make copies of, format, and otherwise prepare Components for acquisition and download by Licensees;
(iv) issue invoices and collect the applicable amount for the purchase Price payable by Licensees for the Components;
(v) use (a) screen shots, previews, and/or up to 30 second excerpts of the Components; (b) trademarks and logos associated with the Components; and (c) Seller Material, for promotional purposes in marketing materials excluding those portions of the Components, trademarks or logos, or Seller Material which the Seller does not have the required right to use for promotional purposes, and which the Seller identifies in writing at the time that the Components are uploaded to VisionAppster Store by Seller;
(vi) otherwise use Components, Seller Material and associated metadata as may be reasonably necessary in the marketing and delivery of the Components at VisionAppster Store in accordance with these Terms. Seller agrees that the rights described and given above in Clause 5 are royalty-free.
The parties acknowledge and agree that their relationship under these Terms is that of principal and agent, and that Seller, as principal, is solely responsible for any and all claims and liabilities involving or relating to the Components licensed at VisionAppster Store, as set forth in these Terms. The parties acknowledge and agree that Seller's appointment of VisionAppster as Seller's agent, as the case may be, under these Terms is non-exclusive. Seller hereby represents and warrants that Seller owns or controls the required rights in order to appoint VisionAppster as Seller's worldwide agent for the delivery of Seller's Components, and that the fulfillment of such appointment by VisionAppster shall not violate or infringe the rights of any third party.
VisionAppster's appointment as Seller's agent shall survive the expiration of this Agreement as set forth in this Agreement and/or VisionAppster Cloud General Terms.
6 GENERAL OBLIGATIONS OF VISIONAPPSTER
VisionAppster undertakes responsibility for the technical functionality of the Store in accordance with these Terms. VisionAppster is entitled to further develop and change the Store without any restrictions or limitations. VisionAppster shall notify the Seller of significant changes with respect to use as soon in advance as possible.
VisionAppster shall not be liable for the Seller's existing Seller Material's conversion or transfer into the Store.
VisionAppster or third-party payment processor shall handle the purchase Price transfer as defined in Section 12.
VisionAppster provides only such reports as expressly described in the Store or User Manual. All other reports requested are subject to availability and additional payments.
7 GENERAL OBLIGATIONS OF THE SELLER
The Seller shall fully produce the Seller Material and ensure that the Components and Integrated Components meet the Requirements. The Requirements shall be presented at the Store site.
Using the seller account, the Seller shall upload the Seller Material to the Store and set a price to each Component and Integrated Component.
The Seller shall acquire at its own expense the technical user environment required in order to use the Store (including data connections and browser software) as well as bear the costs incurred by its own use of data and all other costs incurred by the Seller.
The Seller shall be held liable for the lawfulness of the content and processing of Seller Material including conformity with legislation concerning personal data protection and data protection (including the procurement of required consents from users or customers or other suppliers). Particularly, the Seller undertakes and represents that:
(i) Seller Material saved into the Store is lawfully obtained and modified;
(ii) All IPR in relation to Seller Material is lawfully obtained by the Seller or the Seller has an undisputed right to utilize Seller Material;
(iii) Licensees shall have a right to license and use the Components and Integrated Components without inconformity with laws or violation of third-party rights; and
(iv) Seller shall not reveal or disclose material to third parties in violation of legal provisions concerning data protection.
(v) Seller represents and warrants that Components uploaded to the VisionAppster Store do not include any viruses, Trojan horses, spyware or other malicious code of any kind.
Consistent with the EULA, Components are licensed and not sold. In these Terms, any references to Prices for Components or the sale/acquisition of Components are for purposes of convenience only; in all cases this means Prices for licenses to Components or the sale/acquisition of those licenses.
8 IMPLEMENTATION OF COMPONENT INTO STORE
The Seller shall upload Component and Seller Material to the Store according to the Requirements given by VisionAppster or presented at the Store site. The Seller Material uploaded shall be decided by the Seller.
In connection with the upload of each and/or all Components and Integrated Components, the Seller shall decide upon:
(a) uploading a Component to be available at / via Store;
(b) if applicable, selection of other Users' Components for purpose of creating Integrated Component;
(c) providing any information required by VisionAppster;
(d) choosing the license(s), the Seller wants to put its Component under;
(e) Price of each Component and/or Integrated Component;
(f) selection and providing of Seller Material;
(g) setting applicable EULA, provided however that EULA must include requirements of these Terms set forth in Section 11.
The Seller shall enter any needed details regarding uploaded Component, such as Name, Subtitle, Version Number, Product Pictures, Description and Tags.
In the event of uploading an Integrated Component, the Seller shall enter any relevant information, such as related components, related dependencies and related product images. The version and Price of an Integrated Component will be frozen at the time of uploading it into the Store, in order to verify the division of payments between the Seller and other Users whose Components are included in the Integrated Component.
VisionAppster shall review the uploaded Component before it is made available to Licensees and other Users. VisionAppster retains the right to require modifications to the Component. VisionAppster may perform the review as many times as needed in order to make sure that the Component is acceptable and in compliance with any Requirements. VisionAppster shall also be entitled to any other needed actions, including without limitation to rejecting or deleting a Component if it is not in compliance with these Terms.
After the Seller has uploaded the Component and/or Integrated Component into the Store in accordance with the Requirements, and it has passed VisionAppster's review, the Component can be found from Seller's cloud account.
Implementation procedures shall be subject to Requirements of the Store as unilaterally amended from time to time by VisionAppster.
9 SALES PROCESS
VisionAppster shall only store the Seller Material on the Store in order for Licensee to purchase a Component, or Integrated Component. VisionAppster is not a seller, developer, builder or owner of Components which the Seller makes available in the Store. The Seller is solely responsible for determining the license fees or any other Prices for each Component and/or Integrated Component, and VisionAppster has no power of decision regarding any Component or Integrated Component license fees or other Prices.
Before Transaction, also Licensees must register to the Store.
The Licensee shall purchase the Components and/or Integrated Components via Store by using applicable payment services. Any purchase of the Components is subject to Licensee agreeing applicable EULA. After the purchase has been paid, the Licensee shall be granted access to the Component and/or Integrated Component data file in a form set available by the Seller.
VisionAppster has provided sample EULA which the Seller may use at its own risk. The Seller may also include a separate EULA regarding Component, or Integrated Component licensed by the Seller, but to the extent that Seller EULA conflicts with the minimum requirements of Section 11 below, these minimum requirements of Section 11 below which are also set forth in VisionAppster sample EULA will supersede the Seller EULA. Seller EULA must comply with all applicable laws in all countries where Seller wishes to allow Users to purchase that Component or Integrated Component.
10 RIGHT TO USE THE STORE
Pursuant to the terms and limitations set forth in these Terms, VisionAppster shall grant the Seller a right to use the Store as follows: The Seller is granted a limited, royalty-free, non-exclusive and non-transferable right to use the Store during the validity and for the purposes of these Terms.
VisionAppster is entitled to immediately deny the Seller's access and right to use the Store if the Store is used contrary to laws, orders, good practice or these Terms, or if the Seller neglects to pay any agreed fees or parts thereof and such payment is more than fourteen (14) days in arrears. VisionAppster shall notify the Seller immediately of the cancellation of the use and the reasons thereof unless VisionAppster would be forbidden or it would not be reasonable to do so due to circumstances arising from legal, regulatory, or governmental actions or processes.
The Seller shall not have the right to copy, change, transfer, decompile, reverse engineer or license the Store. The Seller is not entitled to transfer or in other ways allocate its rights and obligations concerning Store without the written prior consent of VisionAppster.
11 LICENSEE'S RIGHT TO USE, DISTRIBUTE, SUBLICENSE, INTEGRATE AND OFFER AS A SERVICE THE COMPONENT AVAILABLE IN THE STORE
Any upload of a Seller Material to the Store by the Seller shall be deemed as a grant of license to respective Component or Integrated Component according to this Section. THE SELLER ACKNOWLEDGES AND ACCEPTS THAT AS SELLER OF COMPONENT, THE OTHER SELLERS OF THEIR OWN COMPONENTS IN THE STORE ARE ENTITLED TO INTEGRATE AND RESELL THE SELLER'S COMPONENT AS A PART OF THEIR INTEGRATED PRODUCTS.
The Seller acknowledges that VisionAppster has no control over the use of Components and/or Integrated Components after they have been licensed to Licensees.
By using the Store, the Seller commits to include following terms set forth in Sections 11.1, 11.2 and 11.3 in the applicable EULA.
Users can review any applicable EULA that the Seller chooses to provide instead of the VisionAppster EULA at the time User is purchasing the license for the Component. VisionAppster shall then notify the Licensee that Licensee's use of the Component in question is subject to the terms and conditions of the Seller's EULA.
The Seller acknowledges that the EULA for the Component that the Seller has decided to make available in the Store is solely between the Seller and the Licensee and VisionAppster shall not be responsible for, and shall not have any liability whatsoever under, any EULA or any breach by the Seller or any Licensee of any of the terms and conditions of any EULA.
Validity of Licenses
Generally the licenses for different Components are valid within the major version number of the purchase moment. If the Seller changes the major version number, the Licensee shall purchase new license for that version or continue to use the previously purchased version.
Monthly subscription licenses remain in force for the duration on initial subscription period, and thereafter renews automatically, unless terminated by User in the User's VisionAppster Cloud account forty-eight (48) hours before the renewal of the subscription period.
Per seat licenses are valid permanently for the seat that the license is purchased.
Cloud Balance purchased for Usage based licenses remains in force for three hundred sixty-five (365) days from the purchasing date.
Reproduction and Implementation
The Seller hereby grants to the Licensee and Licensee hereby accepts, a worldwide, non-exclusive, non-transferable license, for the terms of applicable EULA, to make copies of the Component for the purposes to use as such, or as standalone component, or to be incorporated in other Component for purposes of creating Integrated Component as defined in Section 11.2. The Licensee is entitled to take agreed measures in order to implement the Component to the compatible operating environment.
The Seller grants to the Licensee a restricted, non-exclusive and non-transferable license to use the Components in connection with hardware, software and/or VisionAppster Cloud indicated and solely in compliance with the Seller Material.
Right to Sublicense and right to use as a service
Seller grants to the Licensee a worldwide, non-exclusive, non-transferable right to sublicense, for the terms of applicable EULA, only to end users who have no right to distribute or sub-license or otherwise transfer or assign the Components sublicensed to end users. However, sublicensing is permitted, provided that (i) the Seller's (and in case of Integrated Components, also the original Seller's) Component is available at the Store; and (ii) the Seller (and in case of Integrated Components, also the original Seller) receives full payment from each license transaction.
Licensee shall be granted a worldwide, non-exclusive, non-transferable right to use the Component as a part of its service provisioning (SaaS service), provided however that such right to offer is valid only to end users who have no right to distribute or sublicense or otherwise transfer or assign the Components sublicensed to end users. However, sub-licensing is permitted, provided that (i) the Seller's (and in case of Integrated Components, also the original Seller's) Component is available at the Store; and (ii) the Seller (and in case of Integrated Components, also the original Seller) receives full payment from each license transaction.
11.2 Right to Resell Integrated Components
In addition to the above license, a User is entitled to resell / license any Component uploaded by the original Seller in the Store as part of its own Components (Integrated Components).
If the User licenses original Seller's Component as a part of Integrated Components in his/her own name and for his/her own account, the User acts as independent trader as regards both the original Seller of such Component and end users.
When licensing Integrated Components, the User agrees:
(i) to integrate original Seller's Components (User may modify Components that are not encrypted/protected, but shall not reverse engineer, decompile, or disassemble Components, expect and only to the extent that such activity is expressly permitted under mandatory statutory applicable law.) to its own Component for purpose of creating the Integrated Component to be offered to end users on its own account without any risk or liability to original Seller;
(ii) to purchase and pay applicable licenses to Components from the original Seller and resell such licenses to end users;
(iii) that with respect of liability issues, the Seller of Integrated Components carries all risks and liabilities with respect of the Component and Integrated Component towards the Licensee(s) and VisionAppster shall not be liable for the use of any Component or Integrated Component in any manner whatsoever;
The User undertakes to pay for the Seller as a sole compensation an agreed Component license fee per each Integrated Component which User resells to its end customers.
The User understands that if the original Seller wants to remove a Component from the Store, such Component will be removed from the Store's Component selection within a time period of sixty (60) days (VisionAppster will, however, keep a copy of such Component for administrative purposes). Despite the removal, license to Component granted before removal will remain at the use of the Licensee for the purpose of being integrated as part of Integrated Component for one hundred eighty (180) days after the Component has been removed from the Store's Component selection.
The User understands and agrees that by integrating a Component as part of its Components and by reselling it as Integrated Component, the User shall be solely liable for the Seller for any use thereof. The User shall be solely liable to make sure that the Integrated Component does not infringe any third-party rights. VisionAppster shall have no liability of Integrated Components.
Licensee undertakes specifically not to perform any of the acts referred to in this subsection: (i) reverse engineer, disassemble, or decompile the Component or any part thereof, except when, and to the extent, such restriction is expressly prohibited by applicable mandatory laws; (ii) remove, alter, or deface any copyright indication or other notices of any proprietary rights or IPR from the Component; (iii) otherwise distribute, sublicense or transfer the Component to any third party except as authorized herein with respect to Integrated Components. There are no implied licenses, unless specified otherwise in these Terms.
The Seller shall not (i) have a right to deny the production or use of Integrated Component; (ii) be entitled to prevent the promoting, marketing, or any other measures aiming to make Integrated Component available to end users; (iii) restrict other User's rights use the Component as part of Integrated Component by setting additional or exceptional conditions or taking suchlike technical measures; (iv) regarding Components already sold in the Store, cancel Licensee's right to use the Component as granted herein, including Licensee's right to resell any Component as part of its Components as Integrated Components or offer as a service; or (v) set such legal conditions or technical restraints, which would make it legally impossible to use the license as granted herein.
11.3 Right to use Cloud Engine in Usage based licensing
VisionAppster's role with respect to the Usage based license sold at the VisionAppster Store is limited to provision of Cloud Engine infrastructure. The Seller is liable for any use and provision of Components and/or services using Cloud Engine for other Users in the Store. In the event Seller uses Cloud Engine for its service provision purposes, Seller agrees to hold VisionAppster harmless of any costs, damages or claims relating to such activity. Seller agrees to purchase from VisionAppster sufficient licenses for service providing activities. Seller agrees to arrange proper arrangements of performance, information security and other abilities for its service provision purposes.
12 PRICING AND COMMISSIONS
Seller may choose to upload its Component to be made available free of charge (applicable only for per seat and monthly subscription licenses) or for a license fee. Seller may set the Price for license (excluding applicable value added, sales, goods and services or other similar indirect taxes and payment processing fee) to Components in euros (EUR). The Prices set under this Section will determine the amount of funds Seller will receive. As Seller's agent, VisionAppster collects all Prices payable by Licensees for Components acquired by those Licensees, as further set forth herein.
If Seller chooses to distribute its Component free of charge (applicable for per seat or monthly subscription licenses only), VisionAppster shall not be granted the service fee described below. Components that the Seller has uploaded and made available in the Store free of charge, the Seller may not in future collect any license fees for those Component copies that have been purchased free of charge earlier. If Seller chooses to change its Component from free of charge to subject of a license fee, the Seller is obliged to upload a new version of the Component to the Store.
If VisionAppster is obliged to collect applicable taxes such as VAT, VisionAppster shall add the applicable tax to the service fee so that VisionAppster receives the full amount of its service fee with respect to the Component in question.
If Seller is willing to change the Price of its monthly subscription license, the previous Price set by the Seller shall remain in force for six (6) months after the month when the Seller makes the change for the licenses that are purchased before the change of the Price. After that the Licensee shall decide if it wants to continue to purchase the license with the new Price or stop purchasing the subscription.
Without limitation of the foregoing where a refund is provided by VisionAppster on Seller's behalf under these Terms, may VisionAppster withhold Seller's share of the refund amount from future Transactions of the Seller or from Seller's current balance. As described earlier in these Terms, the Seller's Component may be incorporated from one or more other Sellers' Components and in such event the Seller will receive its funds pro rata.
Upon collection of any amounts from any Licensee as the Price for any Component delivered to that Licensee hereunder, VisionAppster shall deduct the full amount of its service fee with respect to that Component, and any taxes collected by VisionAppster under clause 13 hereof, and shall remit to the Seller, the rest of those Prices in accordance with VisionAppster's standard business practices, including the following: remittance payments (i) are made to Seller's PayPal account; (ii) require Seller to provide necessary information related to remittance on the Seller's VisionAppster Cloud account; and (iii) subject to the foregoing requirements, will be made no later than forty-five (45) days following the end of the monthly period in which the amount in question was received by VisionAppster from the Licensee. No later than forty-five (45) days following the end of each monthly period, VisionAppster makes available to the Seller on its VisionAppster Cloud account a sales report in sufficient detail to permit the Seller to identify the Components sold in that monthly period and the total amount to be remitted to the Seller by VisionAppster.
All sales made on VisionAppster Store are final and non-refundable, unless otherwise required by applicable law. Terms and conditions concerning refunds on Components, that are licensed from the Store, are the third-party payment processor's standard terms and conditions.
12.2 Per seat license pricing
The price of a Per seat license shall be at least one (1) euro due administrative expenses. From the Price payable by the Licensee (excluding indirect taxes collected by VisionAppster) shall be deducted first all applicable administrative fees (included but not limited to payment processing fee, possible refunds etc.). From the residual net Price will VisionAppster withhold thirty (30) per cent as a service fee and the remaining seventy (70) will be remitted to the Seller.
12.3 Monthly subscription pricing
The price of a Monthly subscription license shall be at least one (1) euro per month due administrative expenses. From the Price payable by the Licensee (excluding indirect taxes collected by VisionAppster) shall be deducted first all applicable administrative fees (included but not limited to payment processing, possible refunds etc.). From the residual net Price will VisionAppster withhold thirty (30) per cent as a service fee and the remaining seventy (70) will be remitted to the Seller.
12.4 Usage based license pricing
The price of a Usage based license shall be at least one tenth (0,1) of an euro per 1000 API requests due administrative expenses. From the Price payable by the Licensee (excluding indirect taxes collected by VisionAppster) shall be deducted first all applicable administrative fees (included but not limited to payment processing fee, possible refunds etc.). From the residual net Price will VisionAppster withhold seventy-five (75) per cent as a service fee and the remaining twenty-five (25) will be remitted to the Seller.
In the event that the sale of any of the Components to any Licensee is subject to any value added, sales, use, goods and services, or other similar tax or levy, under applicable law, responsibility for the collection and remittance of that tax for sales of the Components to Licensees will be determined in accordance with Seller Manual. If any Price payable by any Licensee for any of the Component is subject to (i) any withholding or similar tax; or (ii) any value added, sales, use, goods and services, or other tax or levy not collected by VisionAppster hereof; or (iii) any other tax or other government levy of whatever nature, the full amount of that tax or levy shall be solely for Seller's account, and shall not reduce the service fee to which VisionAppster is entitled with respect to these Terms.
Should VisionAppster reasonably believe that such tax is due, VisionAppster will deduct the full amount of such withholding or similar tax from the gross amount owed to Seller, and will remit the full amount withheld to the competent tax authorities.
VisionAppster shall be entitled and Seller obliged to provide all information, including but not limited to any needed certification or documentation needed for the tax authorities to account for performance of Seller's obligations. Without limitation of any other remedies under these Terms or at law, any Seller's failure to provide aforementioned information or documentation will be considered as basis for VisionAppster to suspend payment to Seller under these Terms indefinitely until provision of such information or documentation. Suspended payment shall not accrue or be entitled to any interest of any kind.
Seller agrees that it has sole responsibility and liability for any actions related to Seller's Taxes or other applicable duties set forth in this paragraph. VisionAppster may provide means for collecting and paying the aforementioned Taxes and other applicable duties but the Seller agrees that VisionAppster shall not have any liability for providing these means and if VisionAppster shall provide these means, it shall not relieve the Seller of its obligations. Seller shall indemnify and hold VisionAppster harmless against any and all claims by any tax authority for any underpayment of any value added, sales, goods and services, use or other tax or levy, and any penalties and/or interest thereon.
14 MAINTENANCE AND AVAILABILITY
14.1 General terms
VisionAppster's obligations concerning the maintenance of the Store and liability for the functioning and availability thereof shall be exhaustively determined by the provisions of this Section.
VisionAppster is entitled to suspend the supply of the Store for the duration of maintenance-, alteration-, repair- and installation work. VisionAppster shall pursue to set the time for such suspension to ensure minimum inconvenience to the Seller. VisionAppster shall notify the Seller of planned suspensions in use as well in advance as possible.
VisionAppster shall not warrant faultlessness of the Store nor the undisturbed usability and availability thereof. Should a defect occur in the Store, the Seller shall notify of such defect without delay in writing to VisionAppster. VisionAppster shall initiate repair work concerning the defect as reasonably possible within VisionAppster's resources. Defects which have minor significance may be repaired in connection with maintenance measures.
VisionAppster may develop the Store and publish related updates and new versions as part of its general product development plan, however, VisionAppster is not in any way obligated to carry out such development work. VisionAppster may, in its sole discretion, take into account, if possible, the suggestions of the Sellers for the development of the Store as VisionAppster produces updates and new versions.
The availability of the Store shall mean the usability of the Store for the Seller from the server of the VisionAppster from time to time. VisionAppster aims to ensure continuous and undisturbed availability but shall not warrant complete faultlessness of the Store nor the undisturbed usability and availability thereof. If the Store is not available to the Seller, the Seller shall notify the same immediately to VisionAppster identifying the defect in question.
VisionAppster shall not be liable for defects which are the result of actions of parties outside of VisionAppster's sphere of influence, such as disturbances or interruptions in data, server providers, client servers, actions of the Seller, Seller Material or the use of the Seller or the use of a third party.
The Seller is obliged to open a thread for its Component on VisionAppster Forum in which the Seller is obliged to answer Users' questions within commercially reasonable time and use reasonable effort in doing so.
15 INTELLECTUAL PROPERTY RIGHTS
Copyright and other IPR to the Store including changes to the Store and possible results of expertise services shall remain the property of VisionAppster and no IPR is assigned or transferred to the Seller.
The title to the Seller Material as well as copyright and other IPR remains with the Seller regardless of the transfer or saving into the Store.
16 LIABILITY FOR INTELLECTUAL PROPERTY RIGHTS
VisionAppster undertakes responsibility that the Store, when used according to these Terms, is not in breach of third party IPR or other rights and that VisionAppster has sufficient rights to grant user rights in accordance with these Terms. VisionAppster shall not have any liability for any other responsibility related to IPR of the Seller.
The Seller undertakes responsibility that the Seller Material is not in breach of third party IPR or other rights and that the Seller has sufficient rights for the use of the Seller Material for the purposes of these Terms. Seller acknowledges and agrees that in if Seller has included Components or Integrated Components that are governed by third party intellectual property rights or open source software licenses, the Seller must inform the Users about any applicable open source software terms or other applicable terms appropriately and shall bear all responsibility related thereto. Seller acknowledges and agrees that in order to avoid any discrepancies between open source and these Terms and EULA, Seller must evaluate with due care which open source licenses are in compliance with these Terms (e.g. open source license should permit distributing of open source software together with commercial software (Component)).
The Seller undertakes and acknowledges that the liability in relation to any and all IPR issues other than specified in Section 16 shall be on the Seller. The Seller shall undertake liability for defence and settlement of matter, if VisionAppster is presented a claim or demand premised on the Seller Material while being used according to these Terms, being in breach of a valid third party IPR or other right. VisionAppster is entitled to remove from the Store any Seller Material which VisionAppster justifiably suspects to be in breach of third party IPR or other right or legislation.
The Seller shall indemnify and hold VisionAppster and/or any of its affiliates or directors harmless of any claims of third parties concerning Seller Material or Components or Integrated Components or other material uploaded by the Seller to the Store including costs, expenses and reasonable attorneys' fees thereto.
17 LIMITATION OF LIABILITY
VisionAppster shall have no responsibility for the installation and/or use of any Components by the Licensees. The Seller shall be solely responsible for any and all product warranties, assistance of Licensees and product support related to the Component in question. For the sake of clarity, the EULA for each of the Components is solely between Seller and the Licensee and conforms to applicable law, and VisionAppster shall not be responsible for, and shall not have any liability whatsoever under, any EULA or any breach by the Seller or any Licensee of any of the terms and conditions of any EULA.
To the maximum extent permitted by applicable law, in no event shall VisionAppster be liable for any special, direct, indirect or consequential damages whatsoever (including but not limited to, damages for loss of profits, revenues or data), arising out of or in any way related to the use of the Store. VisionAppster's maximum aggregate liability will be 15 % of the annual amount of payments, if any, Seller has paid to VisionAppster or fifty (50) Euros, whichever is higher.
Regardless of any statute or law to the contrary, to be valid any claim or cause of action arising out of or related to use of the Store, any products displayed in or sold through the service or these Terms must be filed within one (1) year after such claim or cause of action arose.
18 PROCESSING OF PERSONAL DATA
18.1 Description of processing
Seller is the data controller who determines the purpose and means of the processing of Personal Data. VisionAppster is the data processor for the Personal Data processed in connection with the Seller's use of the Store and based on these Terms, processes Personal Data on behalf of the Seller. This Section sets out the general commitment of VisionAppster when collecting, using, disclosing, transferring and/or otherwise processing any Personal Data in connection with the Seller's use of the Store.
Types of personal data: VisionAppster may process the following categories of Personal Data related to Seller: User's contact information such as name, email, address, personal or business id, Stripe account information, VAT number or other similar information.
Duration of processing: VisionAppster will process the Personal Data for the duration of Seller providing Seller Material, Components and/or Integrated Components at the Store, and VisionAppster will as soon as possible delete the Personal Data unless there is any legal requirement to retain the Personal Data.
Nature and purpose of processing: Provision of use of the Store in accordance with these Terms.
Categories of data subjects: Sellers and other representatives of the Seller, whose information Seller has collected and provided to VisionAppster to be processed for the purposes of these Terms.
Personal data may be processed outside the EEA or European Union by VisionAppster's third party payment processors, as further defined in applicable privacy policies of third-party payment processors. The transfer of personal data to third countries may be effected by an appropriate transfer agreement in accordance with template clauses currently in force at the EU Commission and/or any other personal data transfer requirements at that time or as otherwise permitted by applicable law.
VisionAppster's personnel who are authorized to access or otherwise process Personal Data on the basis of these Terms, including its subcontractors, have committed themselves to confidentiality.
VisionAppster processes Seller's Personal Data only in accordance with these Terms and Seller's other written instructions, if any, insofar as it is necessary for the purposes of these Terms. VisionAppster shall inform the Seller without delay of any non-compliance with EU or competent jurisdiction's privacy legislation or regulation of Seller's instructions. In such case VisionAppster may immediately refuse from and stop applying the Seller's instructions. The Seller must inform VisionAppster of all matters regarding Personal Data provided by the Seller, such as risk assessments and processing of special categories of persons.
VisionAppster maintains regulatory description of its the processing operations. VisionAppster has the right to collect anonymous and statistic data about the use of the Store as long as the data does not identify any data subjects.
VisionAppster (i) implements appropriate technical and organisational measures to protect the Seller's Personal Data and maintains a level of security appropriate to the risk, as considered by VisionAppster; (ii) shall notify the Seller of all Personal Data breaches without undue delay after VisionAppster having become aware of or its subcontractor having become aware of the personal data breach. Seller makes all necessary notifications to the supervisory authorities; (iii) shall forward to the Seller all requests received from the data subjects, who is responsible to ensure that such requests are responded. VisionAppster helps the Seller, if possible, with appropriate technical and organisational measures, in order for the Seller to fulfil its duty to respond to the data subject's requests; (iv) directs all inquiries and questions submitted by the data protection authorities or other authorities directly to the Seller because VisionAppster has no authority to represent the Seller or act on behalf of the Seller with the supervisory authority; (vi) assists the Seller, only to the extent that the privacy legislation sets requirements for the processor of personal data, in ensuring compliance with the Seller's obligations pursuant to Articles 32 to 36 of the GDPR.
Unless otherwise agreed, VisionAppster may invoice the expenses arisen from operations under this Section in accordance with its current price list.
18.3 Other terms related to processing of personal data
The Seller or a third-party auditor (not being a competitor of VisionAppster) on behalf of Seller may inspect the operations under this Clause, subject to separate agreement regarding any details between the Seller and VisionAppster. Seller shall carry the costs caused by the audit.
Upon expiration of these Terms and/or upon a separate written request from the Seller, the Personal Data and copies of the Personal Data processed on behalf of the Seller shall be returned or deleted, in accordance with the instructions provided by the Seller, unless the applicable legislation requires the retention of the personal data.
The Seller undertakes to keep VisionAppster fully free of all financial and other damages and costs incurred by the Seller for its breach of the data protection regulation or any other statutory obligations or this Clause. If data subjects are subject to financial or other damages due to breach of data protection regulations or this Clause, VisionAppster shall be liable for such damages only where it has not complied with obligations specifically directed to processor laid down in data protection regulations or in this Clause. The limitation of liability set forth in these Terms shall apply.
19 FORCE MAJEURE
Neither party shall be liable for any delay or non-performance in the event and to the extent that such delay or non-performance is due to an event beyond the reasonable control of a party and whose effects are not capable of being overcome without unreasonable expense and/or loss of time to the party concerned. Strikes, lock-outs, boycotts and other labour disputes are considered as events of force majeure also when a party is the target of such event or a party is a party in such event. Interruptions in data- and telecommunications beyond the control of a party are also considered events of force majeure.
A delay on the part of a party's subcontractor shall be deemed as grounds for release should the delay be a consequence of a force majeure event and the subcontracting work cannot be acquired from somewhere else without unreasonable expense or loss of time.
A party shall notify the other party of a force majeure event in writing without delay. A party shall notify accordingly when a force majeure event ceases to exist.
20 PUBLICITY AND PRODUCT EVALUATION
VisionAppster shall have a right to use the Seller as a public reference.
VisionAppster and other Users shall have a right to publish evaluations and estimates for Components and Integrated Components created by Sellers.
VisionAppster shall have the right to arrange the positions of Components in the Store by its sole discretion.
Licensees shall have a right to publish in the Store or by other means share in social media any pictures, trademarks, products etc. in connection to the Components that have been uploaded to the Store by the Seller.
21 TERM AND TERMINATION OF THE AGREEMENT
These Terms shall enter into force automatically when the Seller registers as a "Seller" and ticks the "acceptance box". It is impossible to upload any Component at the Store without having expressly ticked the "acceptance box". By ticking the box, the Seller confirms that it has read and understood these Terms and agrees them to be binding.
22 CHANGES TO THE AGREEMENT
VisionAppster may modify these Terms subject to its sole discretion at any time due to amendments on Store or VisionAppster Cloud and such modifications shall be effective immediately for those who become Sellers after posting of the modified version on the Store.
For those Sellers who have registered as Sellers before the change, the changes will become effective on the date specified in the notice which VisionAppster shall make available for the Sellers in minimum 30 days prior to the effective date of such change (unless changes are required by law, due to a decision or ruling made by a governmental authority which will be effective immediately).
The Seller is not allowed to use the Store without having expressly ticked the "acceptance box" to disclose its acceptance of the modified Terms.
23 VISIONAPPSTER'S INDEPENDENT DEVELOPMENT
VisionAppster's right to develop, acquire, market, promote or distribute components, software, services or technologies that perform the same or similar functions as, or otherwise compete with, any other components, software, services or technologies that Seller may develop, produce, market, or distribute shall not be impaired by anything in these Terms.
Unless otherwise agreed in writing, VisionAppster shall be free to use any of the information provided by the Seller to VisionAppster in accordance with these Terms for any purpose, subject to applicable patents or copyrights.
24 OTHER TERMS, ORDER OF PRECEDENCE
July 16, 2019