Retail Hub S.r.l., a company incorporated under the laws of Italy, with registered office at Via Madonnina 19, 20121 Milan, Italy, tax registration number: 10819380964 (hereinafter referred to as “Retail Hub”) has designed and developed a cloud-based platform (the “Platform”) aimed at supporting retailers worldwide in searching and engaging start-up/scaleup companies selected and assessed by Retail Hub. Retail Hub provides the retailer that subscribes to the service (the “Subscriber”) and the other authorized users (the Subscriber and – in case of Multi Users plan, as defined here below - the other users authorized by the Subscriber, hereinafter are, collectively, referred to also as the “End Users”) with a customized subscription service (the “Service”) which allows End Users to access a regularly-updated database of service providers, suppliers, contractors and advisors selected by Retail Hub amongst the most innovative ready-to-market start-up/scaleup companies operating in the retail industry (hereinafter collectively referred to as the “Start-ups”). The added value of the Service is represented by an artificial intelligence system (the “Artificial Intelligence System”) able to better target the searches of the End Users and select and provide - among the countless Contents on Start-ups available on the Platform - Contents customized on the interests of the End Users. In addition, the Service includes tools for live chat, forum discussions, recommendations, reviews and ratings of the Start-ups and also allows Start-ups to regularly update, under the supervision of Retail Hub, their company profile available to the End User.
As used in these Terms of Service, End Users and Start-ups are collectively referred to as the “Platform Users”.
The End User entering into these Terms on behalf of a company or other organization hereby represents and warrants that he/she is authorized to enter into these Terms on behalf of such company or other organization.
With regard to the following three Sections: Section I is applicable to End Users (including Subscribers), only; Section II is applicable to Start-ups, only; Section III is applicable to all the Platform Users.
Section 1: End Users
1.1 Subject to these Terms, Retail Hub grants the End Users a limited, personal, non-exclusive and non-transferable license to access and use the Service and a limited, personal, non-exclusive and non-transferable right to use the Contents in accordance with the law and with these Terms (the “Acceptable Use”). In particular and without prejudice to the foregoing, the End Users must not:
- copy, reproduce, distribute, redistribute, transmit, transfer, publish, modify, adapt, edit, abstract, create derivative works of, store, archive, publicly display, sell, offer for sale, license, rent, lease, or in any way commercially exploit any Contents of the Platform;
- disclose any information and/or Contents collected through the Platform to third parties (any organization other than the organization of the Subscriber) and/or (ii) use such information and/or Contents in the interest of third parties;
- circumvent, remove, alter, deactivate, degrade or thwart any of the content protections in the Service;
- use any robot, spider, crawler, scraper or other automated means to access the Service; or use any data mining, data gathering or extraction method;
- decompile, reverse engineer or disassemble any software or other products or processes accessible through the Service;
- insert any code or product or manipulate the content of the Service in any way;
- use the Platform to perform any activity that is or may be, directly or indirectly, unlawful, offensive, threatening, libelous, defamatory, or otherwise objectionable or infringes any party’s intellectual property or these Terms.
1.2 The End User has no other rights on the Platform and/or on the Service.
1.3 Subject to these Terms, Retail Hub also grants the End User a limited, personal, non-exclusive, non-transferable license to download, install and operate any plug-ins, software, information, or other content that Retail Hub have specifically identified within the Platform as available for download solely in connection with accessing and using the Service.
2. Subscription Plans
2.1 The platform offers different subscription plans which are shown once registered on the platform based on (i) the status of the Subscriber (individual or corporate) and (ii) the number of End Users who are entitled to simultaneously access the Platform and use the Service:
- Corporate – Single-User;
- Corporate – Multi-User.
2.2 By choosing the “Multi-User Plan”, the Subscriber can create one or more corporate accounts (“Corporate Accounts”) allowing other End Users to access the Platform and use the Service. The Subscriber can set the permissions of the Corporate Accounts and, therefore, the access rights of the other End Users of the same organization (e.g. the Subscriber can prevent Corporate Accounts from changing Platform general settings).
3. Account Setup
3.1 In order to have access to the Service, the Subscriber shall (i) set up a Platform account (the “Subscriber Account”), (ii) create one or more Corporate Accounts (only available with Multi-User Plan) and (iii) select a Payment Method (the “Payment Method”) meaning a current, valid, accepted method of payment, as may be updated from time to time, and which may include payment through a third party.
3.2 A platform account can be set up using both a company e-mail address or a generic e-mail address (e.g. yahoo, gmail, hotmail). In the latter case, the Platform – before the activation of the account - will automatically check the validity of the generic e-mail address. In case of positive outcome, Retail Hub will confirm via e-mail the activation of the account to the End User.
3.3 Upon completion of set up of the Subscriber Account, Retail Hub sends an email to the Subscriber, detailing how to use the Platform, and – where applicable - an email to the End Users, detailing how to use their Corporate Account in order to access the Platform.
3.5 The Subscriber is responsible for any activity that occurs through the Subscriber Account; the Subscriber and any End User are jointly and severally responsible for any activity that occurs through the Corporate Account of the End User. To maintain control over the Accounts and to prevent anyone from accessing the Accounts (which could include information on viewing history of the Accounts), the Subscriber and the End Users should maintain control over the Platform ready devices that are used to access the Service and not reveal the username or password or details of the Payment Method or any other method and credential associated with the Account to anyone.
3.6 The Subscriber and the End User are responsible for updating and maintaining the accuracy of the information provided to Retail Hub relating to the Account. Retail Hub can terminate the Account or place the Account on hold in order to protect the Subscriber, the End User, Retail Hub or its partners from identity theft or other fraudulent activity. Should the Subscriber and/or the End User believe the Account has been breached in any way, he must immediately notify Retail Hub at the following email address: email@example.com
4.1 The Service is provided through a “single sign-on” login and must not be shared with other companies or individuals beyond the valid Subscriber and the registered End Users. The number of devices on which the End Users may simultaneously access and use the Service depends on the chosen Subscription Plan.
4.2 The Service, including the Contents, is regularly updated. In addition, on the basis of End Users’ information provided during registration process and by collecting data concerning the usage of the Platform, it continually refines the End User experience so as to provide customized recommendations and to make easier the selection of and the access to Contents more relevant for the End User.
4.3 In order to guarantee the safety, efficiency and updating of the Service and Contents, Retail Hub reserves the right at any time to make the necessary technical interventions (e.g. routine maintenance, repair, upgrade/updating or renewal of software and software appliances), undertaking to adopt all necessary precautions to ensure that the End User as far as possible can enjoy continuity of Service or, at the very least, minimal disruption. The End User will not be liable for the cost of these technical interventions, as they are included in the Subscription Fee, as set forth below.
4.4 The quality of the Service may vary from device to device, and may be affected by a variety of factors, such as End User location, type of connectivity used, the bandwidth available through and/or speed of the End User Internet connection. The End User is responsible for all Internet access charges and any charges that are not part of the Service or Subscription.
5. Subscription Period and Subscription Fee
5.1 The Service is effective upon activation of the Subscriber Account and will continue until terminated (the “Subscription Period”). The Subscriber agrees to pay all applicable fees related to the use of the Service which are listed in subscription plans (the “Subscription Fee”), upon issuance of the relevant invoice or online payment request by Retail Hub.
5.2 Unless the Subscriber cancels the Subscription Account before the Billing Date, Retail Hub is authorized to charge the Subscription Fee, as well as taxes and other charges incurred thereto, for the next billing cycle through the Payment Method. “Billing Date” means the specific payment date indicated on the “Subscription Account” page of the Platform.
5.3 The Subscriber remains responsible for any uncollected amounts. If a payment is not successfully settled due to expiration, insufficient funds, or otherwise, and the Subscriber does not cancel the Subscription Account, Retail Hub may suspend Subscriber and End Users’ access to the Service until Retail Hub has successfully charged a valid Payment Method. For some Payment Methods, the issuer may charge certain fees, such as foreign transaction fees or other fees relating to the processing of the Payment Method. Local tax charges may vary depending on the Payment Method used. Subscribers shall check with their Payment Method service provider for details.
5.4 The Subscriber can terminate the Service at any time by going to the “Account” page of the Subscriber in the Platform and following the instructions for cancellation. In case of cancellation the End Users will continue to have access to the Service through the next Billing Date. Payments are non-refundable and Retail Hub does not provide refund or credits for any partial Subscription Period.
5.5 Retail Hub may change the Subscription Plans and/or the Subscription Fee and/or the Subscription Period from time to time. However, any price changes (i) will apply no earlier than thirty (30) days following notice to the Subscriber and (ii) will be effective starting from the first Billing Date after the notice period.
Section 2: Start-ups
6. Start-up Account Terms
6.1 Any Start-up whose company profile has been curated by Retail Hub or admitted to the Platform may be entitled to have a limited access to the Platform and use of the Service, to the extent set forth under article 7. To this end, the Start-up has to create a free Platform Start-up account (“Start-up Account”), providing company name, current address, phone number, a valid e-mail address and any other information indicated as required by Retail Hub.
6.2 Retail Hub - in its sole and complete discretion - can decide, also on the basis of the assessment of its analysts, the Start-ups’ company profiles that match the needs of the Platform and that, therefore, can be admitted to the Platform and the Start-ups’ company profiles that, conversely, do not meet the needs of the Platform and that, therefore, cannot be admitted to the Platform or that shall be, time by time, removed from the Platform.
6.3 The Start-up that creates a Start-up Account is responsible for keeping the relevant login information, password and any other access credentials safe and secured. Retail Hub cannot and will not be liable for any loss or damage arising from Start-up’s failure to maintain the security of the Start-up Account information, password and any other access credentials.
6.4 The Start-up – without prejudice to the general provisions under article 9 - is responsible for all activity and content such as photos, images, videos, graphics, written content, audio files, code, information, or data uploaded, collected, generated, stored, displayed, distributed, transmitted or exhibited on or in connection with the Start-up Account (“Materials”).
7. Start-Ups Dedicated Service
7.1 The Start-up Account allows the Start-up only to use the following dedicated Service:
- regularly reviewing, updating and enriching – under Retail Hub’s guidance - its company profile on the Platform;
- accessing and using the Platform live chat or messaging functions with Retail Hub and/or End Users.
7.2 A breach or violation of any term in these Terms, as determined in the sole discretion of Retail Hub, may result in an immediate cancellation Start-up Account and a ban for the Start-up to access the Platform.
Section 3: General Conditions
8. Intellectual Property
8.1 Retail Hub is and shall remain the exclusive owner of all intellectual property rights to the Service and to the Platform (including, merely by way of example, copyright to the relevant software) and to the Contents.
8.2 The Platform may contain Retail Hub service marks or trademarks as well as those of its partners or other companies, in the form of words, graphics, and logos. The use of the Platform does not constitute any right or license for the Platform User to use such service marks/trademarks.
8.3 The Platform User agrees not to archive, reproduce, reverse engineer, distribute, modify, display, perform, publish, license, create derivative works from, offer for sale, or use (except as explicitly authorized in these Terms) Contents and information contained on or obtained from or through the Service. The Platform User agrees not to: circumvent, remove, alter, deactivate, degrade or thwart any of the content protections in the Service; use any robot, spider, crawler, scraper or other automated means to access the Service; decompile, reverse engineer or disassemble any software or other products or processes accessible through the Service; insert any code or product or manipulate the content of the Service in any way; or use any data mining, data gathering or extraction method.
8.4 The access to the Platform is reserved to the Platform Users only. Therefore, it is strictly forbidden (i) disclosing any information and/or contents collected through the Platform with third parties and/or (ii) using such information and/or contents in the interest of third parties (any organization other than the organization of the Platform User).
8.5 Retail Hub may terminate or restrict the use of the Service if the Platform User violates these Terms or is engaged in illegal or fraudulent use of the Service.
9. Platform Users Obligations and User-Generated Content
9.2 The Platform User agrees to promptly notify Retail Hub in the event that he is made aware of any unauthorized or illegal use of the Service and/or the Platform. The Platform User also undertakes to promptly notify Retail Hub, within five (5) days of receipt, of any third-party claim with regard to the breach of any copyright, trademark, patent, or other rights or provision of law through the Service covered by these Terms.
9.3 The Platform User is fully liable for any Materials, comments, reviews, ratings, suggestions, proposals, plans or other user-generated contents (hereinafter, collectively, referred to as “UGC”), uploaded to or sent via the Platform (for example via live chat).
9.4 The Platform User warrants that UGC will not violate any right of any third-party, including copyright, trademark, privacy, personality or other personal or proprietary right. The Platform User further agrees that UGC will not contain libelous or otherwise unlawful, abusive or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Service or the Platform. The Platform User may not use a false e-mail address, pretend to be someone other than himself, or otherwise mislead Retail Hub or third-parties as to the origin of any UGC. The Platform User is solely responsible for any UGC he makes and/or post and its accuracy. Retail Hub takes no responsibility and assume no liability for any UGC posted by the Platform User or any third-party.
9.5 Without prejudice to the foregoing, Retail Hub may, but have no obligation to, monitor, edit or remove UCG that determines in its sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms.
10. Optional Tools and Third-Party Links
10.1 The use of the Service may entail access to third-party tools over which Retail Hub neither monitor nor has any control nor input. The Platform User hereby acknowledges and agrees that Retail Hub provides access to such tools ”as is” and “as available”, without any warranties, representations or conditions of any kind and without any endorsement. Retail Hub shall have no liability whatsoever arising from or relating to the Platform User’s use of optional third-party tools.
10.2 Certain Contents and services available via the Service may include materials from third-parties. Third-party links on the Platform may direct the Platform User to third-party websites that are not affiliated with Retail Hub. Retail Hub is not responsible for examining or evaluating the content or accuracy and does not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third-parties.
10.3 Retail Hub is not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third-party.
11. Disclaimer of Warranties and Indemnification
11.1 The Service and all Contents and services provided by Retail Hub to the Platform User through the Platform are (except as expressly stated by Retail Hub) provided on 'as is' and 'as available' basis, without any representation, warranties or conditions of any kind, either express or implied, including all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose. Retail Hub does not warrant that the Platform and/or the Service will meet Platform Users’ needs or be free from errors or that the Service will be uninterrupted.
11.2 Retail Hub will not be liable for any non-performance, delays, suspensions or interruptions in the delivery of the Service resulting from circumstances not attributable to wilful misconduct or gross negligence of Retail Hub and, more particularly – merely by way of example - in case of:
- unforeseeable circumstances i.e. an unforeseeable and unavoidable occurrence that causes the non-performance, delay, suspension or interruption of the Service, and that is outside Retail Hub's control;
- “Force Majeure” events, i.e. events outside Retail Hub's control and will, such as (for purposes of illustration) one of the following events: interruption of the electrical current or telephone lines or Internet connection for reasons attributable to third parties, strikes, industrial disputes, wars, reasons of state or civil or military authorities, embargoes, vandalism, terrorism, epidemics, pandemics, floods, earthquakes, fires, and other natural disasters;
- wilful misconduct, negligence or incompetence of third parties or of the Platform User;
- malfunctions of the Platform due to breaks in the supply of electricity;
- Internet malfunctions, unless these are a direct result of a failure by Retail Hub to fulfil its obligations arising from contracts with its connectivity providers.
11.3 Retail Hub may not be held liable for any suspensions or disruptions of the Service due to safety reasons, or for the time necessary to activate the necessary technical interventions, including those referred to in Article 4.4 above.
11.4 Retail Hub warrants that the Platform does not and will not infringe any copyright, patent, trademark, trade secret or other intellectual property rights of any third party. Following any bona-fide claim of infringement, Retail Hub shall promptly correct the Platform so as not to be infringing, or obtain, at its sole cost and expense, for all End Users a license to continue using the Platform and/or the Service.
12. Limitation of Liability
12.1 Except for damages caused by the gross negligence or intentional misconduct of Retail Hub, in no event, Retail Hub will be liable:
- vis-à-vis End Users, other than the Subscriber, and/or Start-Ups, for any possible damage; and
- vis-à-vis Subscriber, for any indirect, incidental, special or consequential damages or losses including without without limitation loss of use, profits, or goodwill, or loss of data, or programs;
arising out of or in connection with these Terms whether such liability arises from any claim based upon contract, warranty, tort (including negligence), product liability or otherwise, even if advised in advance of the possibility of such loss or damage.
12.2 In addition, except for damages caused by the gross negligence or intentional misconduct of Retail Hub, in no event Retail Hub’s aggregate liability to the Subscriber will exceed the total amount of the Subscription Fee paid by the Subscriber in the twenty-four (24) months prior to the claim. This limitation of liability will not be affected by any failure of any remedies under these Terms.
13. Privacy and Data Protection
14. Data Security
The Platform User agrees that, for the provision of the Service, Retail Hub may rely on cloud-based data storage services provided by third parties, but shall remain directly liable to the Subscriber with respect to all obligations under these Terms.
15. Changes to the Terms of Services
15.1 The Platform User can review the most current version of these Terms at any time by going to the “Terms of Service” page of the Platform.
15.2 Retail Hub reserves the right, at its sole discretion, to update, change or replace any part of these Terms by posting updates and changes to the “Terms of Services” page of the Platform. Platform User’s continued use of the Service or access to the Platform following the posting of any changes to these Terms constitutes acceptance of those changes.
15.3 In case of material changes to the “Terms of Services”, that adversely affect the rights of the Subscriber, such changes (i) shall be notified with a 30 (thirty) days’ notice to the Subscriber – who will be entitled to terminate the Service as per article 4.3 above - and (ii) will be effective starting from the first Billing Date after the notice period.
16. Notices and Communications
16.1 By using the Service, the Platform User agrees to receive transactional emails from Retail Hub to the email address provided during registration. Such emails may include notices about payment authorizations, invoices, changes in password or Payment Method, confirmation messages and other information concerning or related to the Service.
16.2 The Platform User agrees that any notices, agreements, disclosures, or other communications that Retail Hub sends electronically will satisfy any legal communication requirements, including that such communications be in writing. Platform Users shall keep up to date contact information on the “Account” page of the Platform, as well as email settings, so as to ensure that they can receive emails from Retail Hub.
17. Applicable Law and Disputes
17.1 These Terms are governed by and construed in accordance with Italian law.
17.2 Retail Hub and the Platform User will attempt to settle any claim or controversy arising out of these Terms through good-faith negotiation. If a dispute arises out of or in connection with these Terms, including its validity, invalidity, breach, or termination, it shall be exclusively referred to the Court of Milan.
18.1 These Terms of Service and any policies or operating rules posted by Retail Hub on the Platform or in respect to the Service constitutes the entire agreement and understanding between the Platform Users and Retail Hub and governs the Platform Users’ use of the Service, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between the Platform Users and Retail Hub (including, but not limited to, any prior versions of the Terms). Any ambiguities in the interpretation of these Terms shall not be construed against the drafting party.
18.2 If a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms, such determination shall not affect the validity and enforceability of any other remaining provisions.
18.3 The failure of Retail Hub to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.
19. Service Release Windows
19.1 We may perform system and software upgrades weekly on Tuesdays between 8am and 10am GMT. During this window the service stability may be impacted however we will endeavor to ensure any disruption is minimized. There may be times were an emergency update needs to be performed outside of this time window and we will ensure notification is added to our service status page.