Terms of Use for Orderain

1.1 The Agreement requires you to create an account on our website (“Registration”). If you are a corporation, the Registration must be carried out by an employee who is sufficiently authorized by the Customer to enter into legally binding contracts as a representative of the Customer.

1.2 The Registration is carried out by filling in an online form with various data including a company/professional email address and the setting of a password. Upon completion of the Registration process, the Customer receives an activation link to the email address provided as part of the Registration. By clicking on this link, the Customer activates his account and completes the Registration.

1.3 Our Platform is strictly a Business-to-Business (B2B) product and is intended for use by entrepreneurs and businesses only. Orderain adheres to the relevant U.S. and Wyoming State commercial codes and regulations, which distinguish between commercial entities and consumers. As such, Orderain reserves the right to request appropriate information from you and may require proof to ensure that you are not a consumer, in accordance with applicable U.S. and Wyoming State laws designed to differentiate between business transactions and consumer transactions.

1.4 By completing the Registration process, the Customer submits a legally binding request to Orderain to enter into an Agreement. An Agreement between Orderain and the Customer is only concluded when Orderain has formally accepted the Customer's offer. Confirmation of this agreement is provided to the Customer either through an email notification or by activating access to the platform for the Customer.

1.5 The Customer's general terms and conditions only become part of the Agreement if this has been explicitly agreed upon in written form.

2.1 The operation and maintenance of the Orderain platform is the sole responsibility of Orderain. We provide the Customer with access to the Platform and its Services via the Internet. This access is granted for the duration of the customer's active subscription or agreement with Orderain, without a predefined fixed term to ensure flexibility and adaptability to the Customer's needs.

2.2 The comprehensive scope of Services offered by Orderain enables Customers to create, manage, and deploy their own eCommerce websites without the need for coding skills. Through the use of intuitive design tools, customizable templates, and integration options for various third-party services and applications, Customers can tailor their eCommerce websites to meet their unique business requirements. While Orderain is committed to providing a wide array of functionalities and flexible options for website creation, the exact details of services, updates, and new features are communicated directly within the platform or through direct communications to our customers.

2.3 It is important to note that, although Orderain strives to offer a broad range of functionalities and adaptable options for eCommerce website creation, Customers may not have a claim to any specific arrangement or functionalities beyond what is outlined as currently available within the platform. Orderain continuously works to improve the platform, introducing new features and enhancing existing ones based on market trends and customer feedback, ensuring our services evolve to meet the changing needs of our customers.

2.4 Orderain reserves the right to engage subcontractors to assist with the delivery of services under this Agreement at its own discretion.

2.5 Orderain may, at its discretion, enhance and expand the platform's functionalities but is not obligated to do so. Orderain reserves the right to charge an additional fee for any new extensions or developments. Should the Customer opt for these paid enhancements by agreeing to a supplementary arrangement, such purchases will be governed by the terms of this Agreement. If Orderain chooses to offer additional functionalities at no extra cost, these are to be considered as voluntary services, with no guarantee of their availability in the future.

• 2.5.1 Orderain conducts daily backups of the platform and the web application construction data stored by the Customer, retaining these backups for a duration of seven days. Orderain does not perform individual checks for the correctness and completeness of these data backups and is not contractually obligated to do so.

2.6 Orderain reserves the right to modify the platform's functionalities as long as such changes are reasonable for the Customer. Changes are considered reasonable if they are made for valid reasons, such as issues with subcontractor services, security enhancements, or maintaining the core service features and Orderain's primary obligations. If the adjustments involve more than just functional enhancements or minor aspects of the provided services, Orderain will notify the Customer via email at least four weeks before the changes take effect.

2.7 All services and customer-created products on the Orderain platform are hosted by us and can include a unique internet domain name supplied by the Customer. However, this does not extend to data and products from third-party services (e.g., Typeform, Mailchimp) used alongside our services, as these are not considered part of the customer products and thus are not hosted by Orderain.

2.8 All services and customer-created products on the Orderain platform are hosted by us and can include a unique internet domain name supplied by the Customer. However, this does not extend to data and products from third-party services (e.g., Typeform, Mailchimp) used alongside our services, as these are not considered part of the customer products and thus are not hosted by Orderain.

2.9 Orderain reserves the right to restrict the Customer's access to the platform and/or remove Customer Products or Customer Content if:

• 2.9.1 There are indications that the Customer's login data has been or will be misused or that the login data has been or will be given to an unauthorized third party or that login data is being used by more than one natural person;

• 2.9.2 There are indications that third parties have otherwise gained access to the IT infrastructure provided to the Customer;

• 2.9.3 There are indications that the Customer Product or Customer Content violates applicable laws and/or this Agreement;

• 2.9.4 The blocking or deleting is necessary for technical reasons;

• 2.9.5 Orderain is required to restrict access or remove Customer Content or Customer Products in compliance with applicable laws, court orders, or directives from official authorities;

• 2.9.6 The Customer is over two weeks late in paying the agreed fees;

• 2.9.7 The Customer has provided incorrect or invalid contact details, rendering communication between Orderain and the Customer impossible;

• 2.9.8 The Customer has not responded to Orderain's request for information or action within a reasonable period of time;

• 2.9.9 the Customer has deposited incorrect payment details and regular performance of the Customer's performance obligations is not guaranteed;

• Orderain will inform the Customer of any impending restriction or deletion of access at least one working day in advance, using text or written communication, as long as such notification does not compromise the reason for the action and considers the interests of both parties.

3.1 Technical Requirements

3.1.1 The Customer must provide their own internet access and any required hardware (e.g., router, smart device) or software (e.g., browser, plug-ins) for accessing the Orderain platform at their premises. Access to the platform's source code is not permitted under any circumstances.

3.2 Obligations and Responsibilities

3.2.1 The Customer is solely responsible for their content and legality of their products. Orderain assumes no responsibility in this matter.

3.2.1 The Customer is solely responsible for their content and legality of their products. Orderain assumes no responsibility in this matter.

3.2.2 The Customer promises to follow all relevant laws, including those about personal rights, copyright, and data protection. The Customer also agrees not to misuse the platform in any way, such as creating, using, or sharing harmful site(s)/link(s)/content.

3.2.3 The Customer should take all reasonably possible technical measures to maintain their normal business operations, even if the Platform becomes unavailable, regardless of whether the unavailability is caused by Orderain or the Customer.

3.2.4 The Customer must securely store their login information to the Platform and only share it with authorized employees. The Customer agrees to ensure that employees keep login details confidential and to promptly notify Orderain if there's any concern that this information might have been accessed by unauthorized individuals. Additionally, the Customer is expected to follow all security guidelines, as well as any functional or other limitations set by the Platform. Specifically, the Customer is not allowed to tamper with, disable, or bypass any security or authentication measures, nor use the Platform for anything other than its intended or explicitly stated purposes in this Agreement. The Customer is also prohibited from sharing the Platform with third parties or using it beyond the terms of their licensed plan.

3.2.5 The Customer is responsible for regularly backing up their data, in line with the associated risks, as long as this is technically feasible. This requirement applies to both data stored on the Customer's local systems and data kept on the Orderain platform.

4.1 During the term of this Agreement, Orderain grants the Customer a non-exclusive, worldwide, non-transferable, and non-sub licensable right to use the Platform and the Services according to the terms of the Agreement and for the purposes described therein (“Customer License”).

4.2 Excluded from the granting of licenses according to Section 4.1 are components of the Platform that are subject to third-party rights and in particular open-source licenses that are recognizable to the Customer. In particular, those components which are disclosed by Softr within the Platform or in text files supplied as third-party content are considered recognizable.

4.3 The Customer grants Orderain, for the duration of this Agreement, a non-exclusive, royalty-free, irrevocable, sub-licensable, and transferable license to use all content uploaded to Orderain's servers, including products and end-user data (“Customer Content”), without geographical or temporal restrictions. This license is provided so that Orderain can fulfill its obligations under the Agreement. It includes the rights to use, copy, modify, and distribute the Customer Content, and to make it available to third parties and/or the public as per the Customer's settings for their products, in order to execute the services promised in the Agreement.

5.1 The Customer agrees to pay Orderain the fees based on their chosen subscription plan (“Fees”), as detailed on our website.

5.2 Unless specified otherwise, the Fees are charged monthly and are exclusive of any applicable value-added tax.

5.3 Our accepted payment method is via credit card. We may introduce additional payment options in the future at our sole discretion. The payment process is managed through third-party payment service providers, as detailed in the relevant section of our website.

6.1 For services provided at no cost, especially those associated with our 'Free Plan' subscription model, Orderain offers a warranty in accordance with applicable legal requirements.

6.2 For all other Services, Orderain provides a warranty against defects in the delivery of the Platform strictly according to the following terms.

6.2.1 Defects are defined as substantial discrepancies from the Platform's functionally agreed-upon scope as outlined in the contract.

6.2.2 Should the Services provided by Orderain under this Agreement contain defects, Orderain will, within a reasonable time frame after receiving written notification (an email will suffice) of the defect from the Customer, choose either to improve the Services or provide them again. In cases involving third-party software licensed by Orderain for Customer use as part of the Service, remedying defects will involve supplying and installing generally available upgrades, updates, or patches. Supplying instructions for use that enable the Customer to effectively bypass the encountered defects, thereby facilitating the use of the Platform in a manner consistent with the Agreement, will also be considered an adequate resolution.

6.2.3 For all other Services, Orderain provides a warranty against defects in the delivery of the Platform strictly according to the following terms

6.2.4 If, according to clause 6.3, the fee reduction reaches 100% for two consecutive months or for two months within a quarter, the Customer has the right to end the agreement immediately without prior notice.

6.2.5 The Customer is required to inform Orderain of any defects without unnecessary delay, in writing (an email will suffice). Additionally, the Customer will assist Orderain in fixing defects without charge and in a reasonable way, especially by providing all information and documents needed for analyzing and correcting the defects.

7.1 Orderain is liable for services provided at no cost, specifically for services related to customers on our 'Free Plan' subscription model, in accordance with applicable legal regulations.

7.2 In all other cases, Orderain is fully liable for its Services in instances of intentional misconduct and gross negligence, as well as for damages resulting from injury to life, body, or health.

7.3 Orderain is not liable for the absence of economic success, lost profits, or indirect damages.

7.4 Orderain is not responsible for any damages caused by the Customer's failure to comply with their obligations under this Agreement.

7.5 Orderain is not responsible for any type of relationship between vendor and it's end customer or any type of dispute.

As part of its services, Orderain provides customers with a variety of ecommerce templates (“Templates”), which are periodically made available in the platform's template database (“Templates Database”). These templates serve as a foundation for customers to develop their store.

9.1 The 'Term' begins when the Agreement is finalized as outlined in Section 1.4 and concludes when the termination of the Agreement takes effect.

9.2 Unless otherwise specified, the Term is set to one month or one year, depending on the chosen plan, starting from the commencement of the Agreement.

9.3 The Term automatically extends by another month or year, based on the applicable plan, if the Agreement is not validly terminated by either party.

9.4 Customers subscribed to the 'Free Plan' can terminate the Agreement at any time using the designated button in their account. All other customers may also terminate the Agreement before the end of their current billing period.

9.5 Orderain may end this Agreement with a thirty (30) day written notice (an email will suffice).

9.6 Orderain has the right to switch the Customer to the 'Free Plan' if the Customer's payment is overdue by more than one (1) week and Orderain has informed the Customer about the possibility of this change through a text or written notification.

9.7 The right of both parties to terminate the agreement for good cause remains unaffected.

9.8 Once the Agreement is terminated, the Customer loses the right to access any Services. Orderain will delete the Customer Content, including products and personal data, eight (8) weeks after the termination becomes effective. During this eight-week 'Grace Period,' the Customer can request (via email) to receive their data in a reasonable format. Orderain retains data for security purposes during the Grace Period to prevent accidental data loss. Additionally, Orderain may keep data beyond the Grace Period if required by law or authorities, especially for commercial and tax reasons.

10.1 Orderain reserves the right to modify or supplement this Agreement. Orderain will inform the Customer of any proposed changes to the Agreement in writing.

10.2 The proposed amendments will take effect after a reasonable and proportionate period, considering the nature and extent of the changes and their impact on the Customer. This period will be thirty (30) days from when Orderain informs the affected Customers of the amendments. A longer period may be applied if necessary to allow Customers to make any technical or business adjustments required by the amendment, based on the specific situation.

10.3 If the proposed amendments do not (i) impact the Customer License, the Fees, or other principal duties of the parties, (ii) are reasonable for the Customer, and (iii) do not overall disadvantage the Customer, Orderain may opt for the following process:

10.3(a) The amendments will be considered accepted if the Customer does not object in writing within the timeframe specified in Section 10.2.

10.3(b) The Customer has the right to terminate the Agreement extraordinarily before the period outlined in Section 10.2 expires.

10.3(c) Orderain will notify the Customer about the implications of not objecting and the right to terminate the Agreement immediately when informing the Customer of amendments to the Agreement.

10.3(d) The Customer can choose to forego the waiting period mentioned in Section 10.2, thereby relinquishing their right to object or terminate under Section 10.3, through a clear and definite action of confirmation.

10.3(e) The timeframe pursuant to Section 10.2 does not apply if Orderain:

• (1) is required to make amendments to the Agreement due to legal or regulatory obligations in a manner that prevents adherence to the timeframe specified in Section 10.2

• (2) needs to amend the Agreement under exceptional circumstances to counter an unforeseen and immediate threat, with the aim of protecting the Platform or Customers from fraud, malware, spam, breaches of privacy, or other cybersecurity risks.

10.4 For changes to the Agreement where the process outlined in Section 10.3 is not applicable or not selected by Orderain, the Agreement in its modified form will only be binding on the Customer if they explicitly consent to the amendment.

10.5 Orderain's right to terminate the Agreement (especially if the Customer does not accept the proposed amendments) as described in Section 9 remains unchanged.

11.1 Precedence

In the event of any inconsistencies between this Agreement and any appendices, schedules, or exhibits attached hereto, the terms of the appendices, schedules, or exhibits shall prevail.

11.2 Offset Rights

The Customer may only offset claims from Orderain or exercise a right of retention if their counterclaims are undisputed, legally established, or reciprocally related to Orderain's claim.

11.3 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction where Orderain is registered, without giving effect to any choice or conflict of law provision or rule.

11.4 Dispute Resolution:

Any disputes arising out of or related to this Agreement shall be resolved through final and binding arbitration conducted in the jurisdiction where Orderain is registered, in accordance with the rules of arbitration of that jurisdiction, except as otherwise agreed by the parties or as described in the Agreement.

11.5 Amendments

This Agreement may only be amended, modified, or supplemented by an agreement in writing signed by each party hereto.

11.6 Severability

If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement, which shall remain in full force and effect.

11.7 Entire Agreement

This Agreement constitutes the sole and entire agreement between the parties regarding the subject matter contained herein, superseding all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral.