Indiebi Spółka Akcyjna is incorporated and registered in Poland with company (KRS) number 0000897480 and registered office Polskiej Organizacji Wojskowej 25, 90-248 Lodz, Poland (“IndieBI”, “we”, “us”, or “our”). IndieBI has developed software implementing three functions:
The Application, the Tool, and the Platform jointly constitute a single product and are licensed as such, and are not to be distributed or used separately.
Customers can analyse and compare Sales Data in near-real time with benchmarks and trends available through the Application and Platform and use the insights they develop, along with other information and recommendations supplied through the Application and Platform, to inform their commercial strategy (“Purpose”).
IndieBI may from time to time make the Application, Tool, and Platform (together, the “Software”) available for the Purpose. This document (together with materials referred to herein) sets out the conditions (“Terms of Use”) upon which you may use the Software
Please read these Terms of Use carefully before placing orders (each an “Order”) for Software. If you do not accept these Terms of Use, you are not permitted to use the Software. Each Order once accepted by us in writing in accordance with clause 3, together with the Terms of Use, forms a legally binding agreement between us (the “Agreement”).
Affiliate means, in relation to a body corporate, any subsidiary, subsidiary undertaking or holding company of this body corporate, and any subsidiary or subsidiary undertaking of any such holding company for the time being as defined in section 1159 of the Companies Act 2006;
Applicable Law means all laws, regulations, directives, statutes, subordinate legislation, common law and civil codes of any jurisdiction, all codes of practice having force of law, statutory guidance, regulatory policy or guidance and industry codes of practice;
Business Day means any day (other than a Saturday or Sunday) on which banks are open for the conduct of normal banking business in the City of London; Business Hours means 9.00am to 5.30pm local UK time, on a Business Day;
Client Data means data and material supplied, input or uploaded by you or on your behalf (for example, the Sales Data);
Commencement Date has the meaning given in the Order;
Confidential Information means any non-public information, know how, trade secrets or data in any form which is designated as being “proprietary”, “confidential” or “secret” or could reasonably be understood to be confidential. The term “Confidential Information” shall also include any information not publicly available concerning the products, services, finances or business of a party (including the Software);
End User means end users who are authorised by you to access and use the Software in accordance with these Terms of Use;
Fees includes Licence fees, together with On-Boarding fees (if any);
Intellectual Property Rights means any of the following rights existing in any part of the world: all patents, utility models, rights to inventions, plant variety rights, copyright and neighbouring and related rights, moral rights, rights in designs, semiconductor topography rights, trade and service marks, trade names, logos, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, domain name registrations, database rights and rights in confidential information (including know-how) and all other intellectual property rights, in each case whether registered or unregistered; applications to register any of those rights; rights to apply for and be granted renewals or extensions of, and rights to claim priority from, any of those rights; and any similar or equivalent rights
Order means an offer to us to purchase a licence in respect of the Software subject to these Terms of Use, by submitting a request for the Software and “Ordered” is construed accordingly;
Purpose, Application, Software, Channels, Sales Data, Platform and Tool have the meaning given in the introduction;
Service Data means metadata and other data derived from use of the Software (including aggregated data and statistics) but excluding unaggregated Client Data which has not yet been anonymised so as to no longer refer to you;
Set-Up Instructions means the instructions for setting up the Software as set out in the Order or otherwise notified by us to you in writing;
Specification means the functional and technical specification in respect of the Software from time to time available upon request by reference to this definition;
Licence fee means the fees payable to us for a licence to use Software under these Terms of Use as set out in the Order.
Licence Period has the meaning ascribed to it in clause 11.1;
Term means the duration the Agreement is in force in accordance with its terms;
Third Party means any person other than you and us;
you/your/yours means you the entity named in the Order, which is entering into the Agreement