Terms & Conditons

Please read these Terms of Use carefully before using the services offered by "Verticly S.A."  These terms of use set forth the legally binding terms and conditions for your use of the website https://liteadmin.verticly.com/  and https://lite.verticly.com/  (the “Platforms”) and the services, features, content, applications or widgets offered by Verticly (collectively with the platform, the “Service”)

Acceptance of Terms

By registering for and/or using the Service in any manner, including but not limited to visiting or browsing the Platform, you agree to all of the terms and conditions contained herein ("Terms of Use"), which also incorporate Verticly’s Privacy Policy and all other operating rules, policies and procedures that may be published from time to time on the Platform by Verticly, each of which is incorporated by reference and each of which may be updated by Verticly from time to time and send out a notification for further acceptance. In addition, some services offered through the Service may be subject to additional terms and conditions specified by Verticly from time to time; your use of such services is subject to those additional terms and conditions, which are incorporated into these Terms of Use by this reference. These Terms of Use apply to all users of the Service, including, without limitation, users who are contributors of content, information, individual users of the Service.

Access

Subject to these Terms of Use, Verticly may offer to provide the Services, as described more fully on the Platform, and which are selected by you, solely for your own use, and not for the use or benefit of any third party. Services shall include, but not be limited to, any services Verticly performs for you, as well as the offering of any materials displayed or performed on or through the Services (including Content (as defined below)).

Registration and Eligibility

You may browse the Platform and view Content without registering, but as a condition to using certain aspects of the Service, you are required to register with the Platform and represent, warrant and covenant that you provide Verticly with accurate and complete registration information (including, a user name ("User Name"), e-mail address, a password you will use to access the Service and your store’s address) and to keep your registration information accurate and up-to-date. Failure to do so shall constitute a breach of these Terms of Use, which may result in immediate termination of your Verticly account.  You shall not:

create any account for anyone other than yourself without such person's permission;

  • use a User Name that is the name of another person with the intent to impersonate that person;
  • use a User Name or Verticly account that is subject to any rights of a person other than you without appropriate authorization; or
  • use a User Name that is a name that is otherwise offensive, vulgar or obscene or otherwise unlawful ; or
  • use of and email that is the email of another person with the intent to impersonate that person;
  • use of an email that is otherwise offensive, vulgar or obscene or otherwise unlawful; or
  • use an email or Verticly account that is subject to any rights of a person other than you without appropriate authorization;

 

Verticly reserves the right to refuse registration of, or cancel a User Name, or transfer ownership of a User Name in its sole discretion. You are solely responsible and liable for activity that occurs on your account and shall be responsible for maintaining the confidentiality of your Verticly password. You shall never use another user's account without such other user's prior express permission. You will immediately notify Verticly in writing of any unauthorized use of your account, or other account related security breach of which you are aware. You represent and warrant that if you are an individual, you are of legal age (>18) to form a binding contract, or that if you are registering on behalf of an entity, that you are authorized to enter into, and bind the entity to, these Terms of Use and register for the Service. The Service is not available to individuals who are younger than 18 years old. Verticly may, in its sole discretion, refuse to offer the Service to any person or entity and change its eligibility criteria at any time. You are solely responsible for ensuring that these Terms of Use are in compliance with all laws, rules and regulations applicable to you and the right to access the Service is revoked where these Terms of Use or use of the Service is prohibited and, in such circumstances, you agree not to use or access the Platform or Services in any way. You understand that you are responsible for any charges associated with sending communications via your device.

Content

All Content, whether publicly posted or privately transmitted, is the sole responsibility of the person who originated such Content. Verticly cannot guarantee the authenticity of any Content or data which users may provide about themselves. You acknowledge that all Content accessed by you using the Service is at your own risk and you will be solely responsible and liable for any damage or loss to you or any other party resulting therefrom. For purposes of these Terms of Use, the term "Content" includes, without limitation, any location information, text, photographs generated, provided, or otherwise made accessible by Verticly through the Service.

Verticly content

The Service contains Content specifically provided by Verticly service and such Content is protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws, as applicable. You shall abide by and maintain all copyright notices, information, and restrictions contained in any Content accessed through the Service.

Subject to these Terms of Use, Verticly grants each user of the Platform and/or Service a worldwide, non-exclusive, non-sublicensable and non-transferable license to use, modify and reproduce the Content, solely for personal, noncommercial use. Use, reproduction, modification, distribution or storage of any Content for other than personal, non-commercial use is expressly prohibited without prior written permission from Verticly, or from the copyright holder identified in such Content's copyright notice, as applicable. You shall not sell, license, rent, or otherwise use or exploit any Content for commercial (whether or not for profit) use or in any way that violates any third party right.

User Submissions

Content added, created, uploaded, submitted, distributed, posted or otherwise obtained through the Service by users, is collectively referred to as, "User Submissions."  You understand that all information publicly posted or privately transmitted through the Platform is the sole responsibility of the person from which such Content originated; that Verticly will not be liable for any errors or omissions in any Content. When you delete your User Submissions, they will be removed from the Service. However, you understand that any removed User Submissions may persist in backup copies for a reasonable period of time (but following removal will not be shared with others) or may remain with users who have previously accessed or downloaded your User Submissions.

Aggregated Pools of Information

Data collected by Verticly by analysing User Submissions and the general behaviour of Users, including visits to geographical locations and places, is collectively referred to as, "Collected Data." We may access and include your Collected Data in a pool of data used by Verticly to generate and provide estimates of trends and behaviour (e.g., amount of visits to a certain location, popularity trends for locations or places), including demographics and geographies, to subscribers of Verticly. Subscribers to Verticly and/or other Users never receive your specific set of Collected Data in an identifiable form. You hereby acknowledge and consent to the use of your Collected Data in this manner by using Verticly. These estimates are derived from aggregated pools of information that may include your Collected Data. Except as described herein, your specific set of Collected Data will not be provided to a third party in an identifiable form without your consent, unless we conclude that it is required by law, such as to comply with a subpoena or similar legal process, or when we believe in good faith that disclosure is necessary to protect our rights, implement a change of control transaction, protect your safety or the safety of others, investigate fraud, or respond to a government request. If you decide to delete your account, any Collected Data that has already been included in the pool of data used by our Data Analysis Tools will not be deleted. Additional information on our Deletion practices can be found in our Privacy Policy . In addition to the foregoing, you hereby grant us a non-exclusive, worldwide, royalty-free, perpetual, irrevocable, sublicensable and transferable right to use your Collected Data for internal purposes to operate and improve our Services for you and other customers, and to build and operate new services and products. A limited number of Verticly managing members (including those of third-party service providers authorized to carry out tasks on our behalf, as described in our Privacy Policy ) may view your account and/or access your User Submissions in order to maintain and/or improve the Services.

Rules and Conduct

As a condition of use, you promise not to use the Service for any purpose that is prohibited by these Terms of Use. You are responsible for all of your activity in connection with the Service. Additionally, you shall abide by all applicable local, state, national and international laws and regulations and, if you represent a business, any advertising, marketing, privacy, or other self-regulatory code(s) applicable to your industry. By way of example, and not as a limitation, you shall not (and shall not permit any third party to) either (a)take any action or (b)upload, download, post, submit or otherwise distribute or facilitate distribution of any Content on or through the Service, including without limitation any User Submission, that:

infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity or violates any law or contractual duty;

  • you know is false, misleading, untruthful or inaccurate;
  • is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortious, obscene, vulgar, pornographic, offensive, profane, contains or depicts nudity, contains or depicts sexual activity, promotes bigotry, discrimination or violence, or is otherwise inappropriate as determined by Verticly in its sole discretion;
  • constitutes unauthorized or unsolicited advertising, junk or bulk e-mail ("spamming");
  • other than appropriate use of an Add-to Link, involves commercial activities (whether or not for profit) and/or sales without Verticly's prior written consent such as contests, sweepstakes, barter, advertising, or pyramid schemes;
  • contains software viruses or any other computer codes, files, worms, logic bombs or programs that are designed or intended to disrupt, disable, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information of Verticly or any third party;
  • impersonates any person or entity, including any staff member or representative of Verticly;
  • includes anyone's identification documents or sensitive financial information; or
  • breaches the Privacy Policy and/or any of the other policies and rules incorporated herein. Verticly has a zero-tolerance policy against child pornography, and will terminate and report to the appropriate authorities any user who publishes or distributes child pornography. You shall not (directly or indirectly):
    • take any action that imposes or may impose (as determined by Verticly in its sole discretion) an unreasonable or disproportionately large load on Verticly's (or its third party providers') infrastructure;
    • interfere or attempt to interfere with the proper working of the Service or any activities conducted on the Service;
    • bypass any measures Verticly may use to prevent or restrict access to the Service (or other accounts, computer systems or networks connected to the Service);
    • run any form of auto-responder or "spam" on the Service;
    • use manual or automated software, devices, or other processes to "crawl" or "spider" any page of the Platform;
    • harvest, scrape, copy or mirror any Content from the Service;
    • modify, adapt, appropriate, reproduce, distribute, translate, create derivative works or adaptations of, publicly display, republish, repurpose, sell, trade, or in any way exploit the Service or Platform Content (other than your User Submissions), except as expressly authorized by Verticly;
    • decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Service (including without limitation any application or widget), except to the limited extent applicable laws specifically prohibit such restriction;
    • copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder;

otherwise take any action in violation of Verticly's guidelines and policies. Verticly does not guarantee that any Content or User Submissions (as defined above) will be made available on the Platform or through the Service. Verticly has no obligation to monitor the Platform, Service, Content, or User Submissions. However, Verticly reserves the right to (i) remove, suspend, edit or modify any Content in its sole discretion, including without limitation any User Submissions at any time, without notice to you and for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if Verticly is concerned that you may have violated these Terms of Use), or for no reason at all and (ii) to remove, suspend or block any User Submissions from the Service. Verticly also reserves the right to access, read, preserve, and disclose any information as Verticly reasonably believes is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce these Terms of Use, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests, or (v) protect the rights, property or safety of Verticly, its users and the public.

Feedback and Unsolicited Idea Submission Policy

Verticly welcomes your feedback regarding Verticly' existing business. If you want to send us your feedback, and we hope you do, we simply request that you send it to us at support@verticly.com. Please provide only specific feedback on Verticly existing products or marketing strategies; do not include any ideas that Verticly policy will not permit it to accept or consider. It's just one more way that Verticly can learn how to best satisfy your needs. Any feedback you provide to Verticly or any of its employees shall be deemed to be non-confidential. Verticly shall be entitled to the unrestricted use of the feedback for any purpose whatsoever, commercial or otherwise, without compensation or attribution to you.

Third Party Sites and Services

The Service may permit you to link to other websites, services or resources on the Internet, and other websites, services or resources may contain links to the Platform. When you access third party websites, you do so at your own risk. These other websites are not under Verticly's control, and you acknowledge that Verticly is not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. The inclusion of any such link does not imply endorsement by Verticly or any association with its operators. You further acknowledge and agree that Verticly shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such Content, goods or services available on or through any such website or resource.

Termination

Verticly  may terminate your access to all or any part of the Service at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with your membership. If you wish to terminate your account, you may do so by following the instructions on the Platform. All provisions of these Terms of Use which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

Warranty Disclaimer

Save to the extent required by law, Verticly has no special relationship with or fiduciary duty to you. You acknowledge that Verticly has no control over, and no duty to take any action regarding: which users gain access to the Service; what Content you access via the Service; what effect the Content may have on you; how you may interpret or use the Content; or what actions you may take as a result of having been exposed to the Content. You release Verticly from all liability for you having acquired or not acquired Content through the Service. The Service may contain, or direct you to websites containing, information that some people may find offensive or inappropriate. Verticly makes no representations concerning any Content contained in or accessed through the Service, and Verticly will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Service. You release us from all liability relating to your connections and relationships with other users. You understand that we do not, in any way, screen users, nor do we inquire into the backgrounds of users or attempt to verify their backgrounds or statements. We make no representations or warranties as to the conduct of users or the veracity of any information users provide. In no event shall we be liable for any damages whatsoever, whether direct, indirect, general, special, compensatory, consequential, and/or incidental, arising out of or relating to the conduct of you or anyone else in connection with the Services, including, without limitation, bodily injury, emotional distress, and any damages resulting in any way from communications or meetings with users or persons you may otherwise meet through the Services. As such, you agree to take reasonable precautions and exercise the utmost personal care in all interactions with any individual you come into contact with through the Services, particularly if you decide to meet such individuals in person.  THE SITE, SERVICE AND CONTENT ARE PROVIDED "AS IS", "AS AVAILABLE" AND ARE PROVIDED WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED, SAVE TO THE EXTENT REQUIRED BY LAW.Verticly, AND ITS DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, SUPPLIERS, PARTNERS AND CONTENT PROVIDERS DO NOT WARRANT THAT: (A) THE SERVICE WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (B) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (C) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (D) THE RESULTS OF USING THE SERVICE WILL MEET YOUR REQUIREMENTS. YOUR USE OF THE WEBSITE, SERVICE, CONTENT AND ADD-TO LINK IS SOLELY AT YOUR OWN RISK. SOME COUNTRIES DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Limitation of Liability

ALL LIABILITY OF Verticly, ITS DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS HOWSOEVER ARISING FOR ANY LOSS SUFFERED AS A RESULT OF YOUR USE THE SITE, SERVICE, CONTENT, USER SUBMISSIONS OR ADD-TO LINK IS EXPRESSLY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW, SAVE THAT, IF A COURT OF COMPETENT JURISDICTION DETERMINES THAT LIABILITY OF Verticly, ITS DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS (AS APPLICABLE) HAS ARISEN, THE TOTAL OF SUCH LIABILITY SHALL BE LIMITED IN AGGREGATE TO ONE HUNDRED EURO’S (100 EURO’S). TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL Verticly, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY OR OTHERWISE (AND WHETHER OR NOT Verticly, ITS DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS HAD PRIOR KNOWLEDGE OF THE CIRCUMSTANCES GIVING RISE TO SUCH LOSS OR DAMAGE) WITH RESPECT TO THE SITE, SERVICE, CONTENT, USER SUBMISSIONS OR ADD-TO LINK FOR:

  • INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES;
  • LOSS OF ACTUAL OR ANTICIPATED PROFITS;
  • LOSS OF REVENUE;
  • LOSS OF GOODWILL;
  • LOSS OF DATA;
  • LOSS OF ANTICIPATED SAVINGS;
  • WASTED EXPENDITURE; OR
  • COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES.

NOTHING IN THESE TERMS OF USE SHALL BE DEEMED TO EXCLUDE OR LIMIT YOUR LIABILITY IN RESPECT OF ANY INDEMNITY GIVEN BY YOU UNDER THESE TERMS OF USE. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, Verticly’S LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. SOLELY IN RESPECT OF USERS LOCATED IN EUROPEAN ECONOMIC AREA (EEA) AND/OR AUSTRALIA, NOTHING IN THESE TERMS OF USE SHALL BE DEEMED TO EXCLUDE OR LIMIT OUR OR YOUR LIABILITY (AS APPLICABLE) IN RESPECT OF:

  • DEATH OR PERSONAL INJURY ARISING AS A RESULT OF OUR OR YOUR NEGLIGENCE (AS APPLICABLE);
  • FRAUD (INCLUDING FRAUDULENT MISREPRESENTATION), THEFT OR OTHER CRIMINAL ACTIVITY; OR
  • ANY BREACH OF ANY OBLIGATIONS IMPLIED BY SECTION 12 OF THE USA SALE OF GOODS ACT 1979 OR SECTION 2 OF THE SUPPLY OF GOODS AND SERVICES ACT 1982.