TERMS OF USE

These Terms of Use (this “Agreement”) are entered into by ILIA KRASINSKII I/E, Georgia (”Rick”) and the entity executing this Agreement (“You”). This Agreement governs Your use of the Rick.ai service and reporting (the “Service”). BY COMPLETING THE REGISTRATION PROCESS, OR USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE REVIEWED AND ACCEPT THIS AGREEMENT AND ARE AUTHORIZED TO ACT ON BEHALF OF, AND BIND TO THIS AGREEMENT, THE OWNER OF THIS ACCOUNT.

Rick may modify these terms or any additional terms that apply to the Service to, for example, reflect changes to the law or changes to the Service. You should look at the terms regularly. Rick will post notice of modifications to these terms athttps://rick.ai/license. Changes will not apply retroactively and will become effective no sooner than 14 days after they are posted. If You do not agree to the modified terms for the Service, You should discontinue Your use of Service. No amendment to or modification of this Agreement will be binding unless (i) in writing and signed by a duly authorized representative of Rick, (ii) You accept updated terms online, or (iii) You continue to use the Service after Rick has posted updates to the Agreement or to any policy governing the Service.

In consideration of the foregoing, the parties agree as follows:

“Confidential Information” includes any proprietary data and any other information disclosed by one party to the other in writing and marked “confidential” or disclosed orally and, within five business days, reduced to writing and marked “confidential”. However, Confidential Information will not include any information that is or becomes known to the general public, which is already in the receiving party's possession prior to disclosure by a party or which is independently developed by the receiving party without the use of Confidential Information.

“Customer Data” means the data You collect, process or store about your end customers and authorize Rick to process and send on to your chosen destination.

“Processing Software” means the server-side software and any upgrades, which processes the Customer Data and generates the Reports.

“Brand account” means the business unit by which we charge for Service, including one or more stores or websites.

“Report” means the resulting analysis shown by Service.

“Software” means the Service website and processing software.

“Platform fee” means a recurring fee payable to access the Service for the Brand account.

“Service” means all of services provided by Rick to yourselves, including the Software and any additional services.

“Third Party” means any third party (i) to which You provide access to Your Account or (ii) for which You use the Service to collect information on the third party's behalf.

“Contract” means “Services Agreement”, “Order Form”, statement(s) of work and/or similar written agreement(s) executed by and between You and Rick, online agreement(s) to which You have agreed by way of clicking to accept, and/or any other written agreement between You and Rick for the Service, and any supplements, addenda, exhibits, schedules, and any amendments and/or renewals to any of the foregoing.

For the Service (including all connections such as our Shopify apps) and any additional services you shall timely pay Rick the Fees designated in the Contract(s). You agree to purchase the Service indicated in each applicable Contract for the Initial Term stated therein and any renewal terms. All recurring Fees (as applicable to the Contract(s)) are due and payable in advance, and all non-recurring Fees (e.g. pursuant to statement(s) of work) are due and payable on the effective date of the order unless otherwise stated in a particular statement of work.

Rick may, with or without notice, suspend access to the Service and/or terminate the Contract(s) if You are delinquent in paying all or any portion of the Fees. In the event that a Contract is terminated prior to the end of the Term for any reason other than an uncured material breach by Rick, all committed fees for the Term shall become immediately due and owing in full. In addition, You will be liable for any collection costs (including without limitation attorneys fees and other legal fees and expenses, collection agency fees and expenses, court costs, collection bonds, and reasonable staff costs at standard billing rates for time spent in efforts to collect) incurred by Rick and/or its Agents to collect sums due and owing under the Contract(s).

After the Initial Term of a Contract or renewal thereof (as applicable), the Fees shall be subject to Rick’s standard pricing changes. Changes in the volume of Customer Data sent to the Brand account may result in a change to the Platform Fee. Failure to make payment for any increased Platform Fee after a 7 day notice period may result in Rick part-suspending your service, including but not limited to reducing the quality of data processing for your Brand account.

In the event of a major disruption to Rick’s Processing Software that results in loss of Your Customer Data, or if we breach a Service-Level Agreement in Your Contract, You may claim for a partial refund of Platform Fees for the period of time during which processing was disrupted (as measured solely by Rick).

The term of a Trial Period shall be as determined by Rick in its sole discretion. For monthly Contracts, the default trial period is 30 days. The term of all other Contracts shall be the initial committed term indicated in the Contract(s) (the “Initial Term”) and all renewals (collectively referred to herein as the “Term”). Each Monthly Contract will automatically renew until payment is cancelled or notice is given by You to cease the Service.

Rick may in its sole discretion suspend Your access to the Services (or any portion thereof) and/or terminate the Contract(s): (a) should You fail to comply with a term or condition of the Contract(s), including without limitation these Terms of Use; (b) based on any conduct that Rick believes is or may be directly or indirectly harmful to other users, to Rick or its suppliers (including their respective systems and/or the Services); (c) based on any conduct that Rick reasonably believes may be a violation of law, third party rights; and/or (d) in the event of any legal restriction imposed on You, Rick, and/or its Suppliers with respect to provision of the Services. Rick’s right to suspend or terminate Services as set forth in this Section shall not absolve You of any payment or indemnification obligations described herein or diminish any other right or remedy available to Rick and/or its Suppliers. All terms and conditions set forth herein that should by their nature survive termination (including without limitation all provisions relating to payment, intellectual property, ownership, and indemnification) in order to be given full effect shall continue in full force and effect after any expiration or termination of the Contract(s).

To register for the Service, You must complete the registration process by providing Rick with permission to access various Third Party connections. You are solely responsible for any and all activities that occur under Your Account. You will notify Rick immediately upon learning of any unauthorized use of Your Account or any other breach of security. Rick’s (or its wholly-owned subsidiaries’) support staff may, from time to time, access your Google Analytics data or modify your setup in order to maintain or improve service, including to provide You assistance with technical issues.

We use your email to provide customer support, and infrequently promote new products and services to you (only from Rick directly). You can opt out of these emails.

Neither party will use or disclose the other party's Confidential Information without the other's prior written consent except for the purpose of performing its obligations under this Agreement or if required by law, regulation or court order; in which case, the party being compelled to disclose Confidential Information will give the other party as much notice as is reasonably practicable prior to disclosing the Confidential Information.

Rick will not share Your Customer Data with any third parties unless Rick (i) has Your consent for sharing any Customer Data; (ii) provides Customer Data in an anonymised format in benchmarks for You and other subscribers to Rick, and only in in a large enough aggregation so that Your Property performance cannot be inferred; (iii) concludes that it is required by law to do so; or (iv) provides Customer Data in certain limited circumstances to third parties to test new analytic methods or visualisations on Rick’s behalf with strict restrictions that prevent the data from being used or shared except as directed by Rick.

Further details are available in our Privacy Policy.

Rick shall be permitted to line-list You as a customer and use Your standard logo for Rick's promotional and marketing use.

If You use the Service on behalf of the Third Party or a Third Party otherwise uses the Service through Your Account, whether or not You are authorized by Rick to do so, then You represent and warrant that (a) You are authorized to act on behalf of, and bind to this Agreement, the Third Party to all obligations that You have under this Agreement, (b) Rick may share with the Third Party any Customer Data that is specific to the Third Party's Properties, and (c) You will not disclose Third Party's Customer Data to any other party without the Third Party's consent.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT, RICK MAKES NO OTHER WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE AND NONINFRINGEMENT.

To the extent permitted by applicable law, neither Rick or You will be liable for lost revenues or indirect, special, incidental, consequential, exemplary, or punitive damages, caused by use of this Software, even if Rick (or its subsidiaries and affiliates) have been advised of, knew or should have known that such damages were possible and even if direct damages do not satisfy a remedy.

The Service, which includes the Software and all Intellectual Property Rights therein are, and will remain, the property of Rick. All rights in and to the Software not expressly granted to You in this Agreement are reserved and retained by Rick and its licensors without restriction, including, Rick’s (and its wholly owned subsidiaries’) right to sole ownership of the Software and Documentation. Without limiting the generality of the foregoing, You agree not to (and not to allow any third party to): (a) sublicense, distribute, or use the Service or Software outside of the scope of the license granted in this Agreement; (b) copy, modify, adapt, translate, prepare derivative works from, reverse engineer, disassemble, or decompile the Software or otherwise attempt to discover any source code or trade secrets related to the Service; (c) rent, lease, sell, assign or otherwise transfer rights in or to the Software or the Service; (d) use, post, transmit or introduce any device, software or routine which interferes or attempts to interfere with the operation of the Service or the Software; (e) use the trademarks, trade names, service marks, logos, domain names and other distinctive brand features or any copyright or other proprietary rights associated with the Service for any purpose without the express written consent of Rick; (f) register, attempt to register, or assist anyone else to register any trademark, trade name, serve marks, logos, domain names and other distinctive brand features, copyright or other proprietary rights associated with Rick (or its wholly owned subsidiaries) other than in the name of Rick (or its wholly owned subsidiaries, as the case may be); (g) remove, obscure, or alter any notice of copyright, trademark, or other proprietary right appearing in or on any item included with the Service; or (h) seek, in a proceeding filed during the term of this Agreement or for one year after such term, an injunction of any portion of the Service based on patent infringement.

Any notices to Rick must be sent to: ILIA KRASINSKII I/E, 91 Ivane Javakhishvili St, T'bilisi 0162, Georgia, via first class or air mail or overnight courier, and are deemed given upon receipt. A waiver of any default is not a waiver of any subsequent default. You may not assign or otherwise transfer any of Your rights in this Agreement without Rick’s prior written consent, and any such attempt is void. The relationship between Rick and You is not one of a legal partnership relationship, but is one of independent contractors. This Agreement will be binding upon and inure to the benefit of the respective successors and assigns of the parties hereto.