Terms and Conditions

You acknowledge the terms and conditions of this License Agreement and Terms of Use (the "Terms") by clicking on the "I accept" button and completing the registration procedure. Installing, copying, accessing, or using the Service (as defined below) will also constitute your acceptance of these Terms.

1. PARTIES

These Terms are between you and the organization on whose behalf you accept the terms ("you", or "Customer") and Minderest S.L., the company that owns the Reactev brand, ("us" or "Reactev").

2. REACTEV

Reactev owns and/or maintains and operates application servers that host web-based products and services to provide e-commerce, news, media, and pricing information. Reactev also owns and distribute webservices API calls that work together with the price intelligence service.

3. DESCRIPTION OF SERVICE

You will provide Reactev with a description of your merchandise products, sales, media, or digital content goods (the "Catalog") in the form of one or various RSS feeds, XML files, or other mutually agreed upon format. To use the Reactev, you must install the webservices API calls within your site to process our price information. Reactev will provide you with price recommendations, sales estimates and demand forecasting.

4. LICENSE GRANT

Provided you are not in breach of these Terms, Reactev grants you a limited, worldwide, non-exclusive, non-transferable and revocable license to install and use the Reactev software within your Site(s), and to access pricing information from the Reactev. You agree to pay Reactev for use of the Reactev as specified on the order form. If the account becomes past due, in addition to such other remedies as it may have, Reactev will be relieved of its obligation to perform services under these Terms and the full amount of the contract price will become due and payable. You will reimburse Reactev for all expenses incurred in connection within the collection of amounts payable. If either party commences any litigation arising from or relating to this agreement, the prevailing party will be entitled to recover its reasonable costs and attorneys fees, both at trial and on appeal.

5. LICENSE RESTRICTIONS AND SITE-ONLY USE

The Reactev is designed to provide pricing information directly to a single website using a single domain name. Your use of the Reactev or its software by multiple sites having multiple domain names is not permitted except by separate arrangement with us. You may not use the Reactev or its software through an application such as a toolbar, plugin, or other executable code that runs on a user’s computer, or through a standalone digital media player. If specified on the order form, you may use the Reactev through a mobile application.

6. CONDUCT

You are responsible for your and your users’ compliance with all applicable laws, rules and regulations, if any, related to your use of the Reactev. You shall not, and shall not allow any third party to: (a) transfer, sell, lease, syndicate, sub-syndicate, lend, or use for co-branding, timesharing, service bureau or other unauthorized purposes the Reactev or any part thereof or access thereto; (b) modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from the Reactev, or any part thereof, except for the public API which is released under a FOSS license, or any other Reactev technology, content, data, routines, algorithms, methods, ideas, design, user interface techniques, software, materials, and documentation; (c) remove, deface, obscure, or alter Reactev copyright notice, trademarks or other proprietary rights notices affixed to or provided as a part of the Reactev or any other Reactev technology, software, materials and documentation; (c) crawl, spider, index or in any non-transitory manner store or cache information obtained from the Reactev (including, but not limited to, copy or derivative thereof); (d) attempt to hack into or access without authorization any non-site related metrics from the Reactev platform; (e) create or attempt to create a substitute or similar service or product through use of or access to the Reactev or proprietary information related thereto; and/or (f) engage in any action or practice that reflects poorly on Reactev or otherwise disparages or devalues Reactev reputation or goodwill.

7. MODIFICATIONS

The Reactev Software may be modified, or the Reactev terminated, at any time by Reactev in its sole discretion without notice to you, any user, or any third party. If Reactev decides to terminate the Reactev, your sole remedy will be to discontinue use of the Service.

8. SERVICE AND SUPPORT

Reactev will, at its sole discretion, (i) provide technical documentation for the Reactev software (with code examples as available), (ii) offer technical support on an as-available basis through the Customer Dashboard, and (iii) provide updates and news regarding new features, versions, and technology updates. Premium Level customers receive a higher level of support.

9. NO GUARANTEED AVAILABILITY

The Reactev and software may be subject to temporary shutdowns due to causes beyond our reasonable control, and Reactev will have no liability to you, your customers, or any third party for such temporary shutdowns. Reactev will attempt to notify you of any factor or event that is likely to cause a material interruption in the delivery of Services. Reactev assumes no responsibility for the availability or lack of availability of your site. If any unavailability of the Reactev causes your site to incur downtime or if you cannot connect to the Reactev, you may contact Reactev for assistance in resolving the issue. Reactev has no obligation to assist you, but may do so in its discretion, and in any event Reactev has no obligation to assist you with respect to problems with the Reactev, its software, or the interface to the extent such problems are caused by (a) a malfunction of computer hardware or third party materials for which you have maintenance, support, and/or operational responsibility; or (b) any act of you or a third party not acting on behalf of Reactev.

10. REQUIREMENTS FOR USE OF THE REACTEV

If you use the Reactev, you must (i) offer the initial and incremental catalog data feed and user behavior data in RSS Feed, XML files, or other mutually agreed upon format, (ii) implement and maintain your own site, (iii) integrate Reactev software into your site such that the Reactev functions as intended together with your site, (iv) implement and maintain connectivity between your site and the Reactev.

11. PROVISION AND LIMITATIONS

Reactev uses proprietary algorithms and datasets which match different goods and services together and against each other. Reactev has, of necessity, made assumptions as part of those algorithms and datasets, and Customer may agree or disagree with such assumptions. Nevertheless, Customer represents and warrants that it uses the Reactev Service, the Website and the data on the basis that it has no objections to the assumptions made with respect to such algorithms (which may include assumptions as to matching rules, averaging rules and availability rules) and it has no objection to the limitations of any algorithms, assumptions or datasets.

12. REACTEV TRADEMARKS AND PUBLICITY

Minderest owns registered and unregistered trademarks and service marks, including without limitation "MINDEREST" and “REACTEV”. No license is granted to you to use any mark of Minderest for any purpose except as set forth in this section.

13. PRIVACY

Reactev does not necessarily require any personally identifiable information from users. In some cases, your users’ personally identifiable information may be transmitted to us as part of your registration process. In any event, we will treat all such personally identifiable information in accordance with our privacy policy. You will not use the Reactev to associate your users’ personally identifiable information with their preferences information without the explicit permission of your users.

14. TERM AND TERMINATION

You may terminate these Terms for any reason or for no reason by notifying Reactev in writing via email with at least thirty days notice. Reactev may terminate your use of the Service at any time. Within two (2) business days of termination, (i) all rights awarded to You as part of these Terms shall terminate, and (ii) you will remove all webservices software pertaining to Reactev from your site(s) and delete any and all references to Reactev and Reactev marks from them.

15. TAXES

Reactev is not responsible for any foreign, U.S. federal, state, local, municipal, or other governmental taxes, duties, levies, fees, excises, or tariffs, owed by You arising as a result of or in connection with the provision of the Reactevs. You must pay all applicable sales, use, or value added taxes or tariffs applied by any national, state, provincial, or local jurisdiction to which you are subject that arise from or are related to these Terms. Each party will bear responsibility for payment of any taxes applicable to its own income and activities.

16. REMEDIES

You acknowledge that your breach of any of the terms and conditions contained herein may cause irreparable harm to Reactev, the extent of which would be difficult to ascertain. Accordingly, you agree that, in addition to any other remedies to which Reactev may be legally entitled, Reactev shall have the right to seek immediate injunctive relief in the event of a breach of such sections by you or any of your officers, employees, consultants, or other agents.

17. REPRESENTATIONS

You warrant and represent that: (a) all information provided by you to Reactev in connection with your registration for and use of the Reactev is true and accurate to the best of your knowledge; (b) you have full power and authority to enter into and perform your obligations under these Terms, and entering into these Terms is not a breach of or contrary to any other agreement or arrangement entered into by you; (c) your site(s) and their content do not; (i) infringe any Intellectual Property Rights of any third party, (ii) constitute defamation, slander, libel or obscenity, (iii) result in any consumer fraud, product liability, or breach of contract to which you are a party, or cause injury to any third party, (iv) promote violence or contain hate speech, (v) promote any unlawful activity, or (vi) violate any applicable law, statute, ordinance, or regulation; (d) There are no lawsuits or other legal proceedings pending, or to the best of your knowledge threatened, which may have a material adverse effect on your ability to fulfill your obligations under these Terms; and (e) you will perform all obligations under these Terms, and use the Reactev, only in accordance with applicable laws.

18. INDEMNIFICATION

You agree to indemnify, defend and hold harmless Reactev and its affiliates (including any officers, directors or employees thereof) from and against any claims arising from or related in any way to (1) Customer’s breach of any representation of Customer; or (2) the use of the Customer Website by third parties, except third party claims that the Reactev or the Reactev APIs infringe the intellectual property rights of a third party.

19. LIMITATION OF LIABILITY

THE PARTIES WILL NOT UNDER ANY CIRCUMSTANCES BE LIABLE TO EACH OTHER OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY NATURE WHATSOEVER (INCLUDING BUT NOT LIMITED TO LOSS OF USE, REVENUE, PROFIT, OR DATA, BUSINESS INTERRUPTION, AND THE LIKE), WHETHER BASED UPON A CLAIM OR ACTION OF CONTRACT, WARRANTY, INDEMNITY OR CONTRIBUTION, OR OTHERWISE, ARISING OUT OF THESE TERMS AND/OR THE USE OR INABILITY TO USE THE REACTEV FUNCTIONALITY, EVEN IF THE PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF SUCH DAMAGES ARE CAUSED IN WHOLE OR IN PART BY REACTEV OR THE ACTS OR OMISSIONS OF REACTEV. IN NO EVENT WILL THE LIABILITY OF THE PARTIES IN CONNECTION WITH THESE TERMS, REGARDLESS OF THE FORM OF CLAIM OR ACTION, EXCEED THE FEES PAID BY CUSTOMER TO REACTEV UNDER THESE TERMS.

20. NO TRANSFER OF INTELLECTUAL PROPERTY RIGHTS

Nothing in these Terms constitutes the transfer of an ownership right in the Intellectual Property of either Party. "Intellectual Property" means all ideas, concepts, designs, inventions, creative works, discoveries, patents, products, specifications, computer software programs, databases, original works of art and authorship, formulas, processes, compositions of matter, improvements, drawings, notes, documents, information, mask works, trade secrets and materials made, as well as any improvements thereto, trademarks and trade names, and related sales, business, and marketing plans.

21. NO WARRANTY

THE REACTEV AND SOFTWARE ARE PROVIDED AS IS WITH NO WARRANTIES OF ANY KIND, INCLUDING WARRANTIES OF NON-INFRINGEMENT, QUALITY, PERFORMANCE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, NOR WILL ANY WARRANTIES BE CREATED BY COURSE OF DEALING, COURSE OF PERFORMANCE OR TRADE USAGE. REACTEV DOES NOT WARRANT THAT THE SERVICE OR THE REACTEV API’S WILL MEET CUSTOMER’S NEEDS OR BE FREE FROM ERRORS, OR THAT THE OPERATION OF THE REACTEVS OR THE CUSTOMER WEBSITE WILL BE UNINTERRUPTED.

22. RELATION OF PARTIES

The parties are independent contractors. No person performing any of the work or services described herein on behalf of one of the parties will be considered an officer, agent, servant or employee of the other. Each party will be responsible for the acts or omissions of its own officers, agents, employees, and subcontractors. Nothing herein will be construed as creating a partnership or joint venture between the parties.

23. FORCE MAJEURE

Neither party will be liable for any failure to perform due to unforeseen circumstances or causes beyond the partys’ reasonable control, including, but not limited to, acts of God, war, riot, embargoes, acts of civil or military authorities, earthquakes, fire, flood, accident, strikes, and inability despite a good-faith effort to secure transportation, facilities, fuel, energy, labor, or materials. Time for performance will be extended by force majeure.

24. GOVERNING LAW AND VENUE

These Terms are governed by the laws of Spain. The parties hereby waive any objection to the jurisdiction and venue of such courts.

25. SEVERABILITY

If any provision of the Terms is held by a court of competent jurisdiction to be contrary to law, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provisions of the Terms shall remain in full force and effect.

26. NO WAIVERS

No delay or omission on the part of Reactev in requiring performance by you or in exercising any right hereunder will serve as a waiver of any provision or of any right or rights under these Terms; and a waiver, omission or delay in requiring such performance or exercising any such right on one occasion will not be construed as a bar to or waiver of such performance or right on any future occasion.

27. ENTIRE AGREEMENT

Each Party acknowledges that it has read these Terms, understands them, and agrees to be bound by them. These Terms represent the entire understanding of the Parties with respect to their subject matter and supersede all prior agreements, negotiations, representations, statements and writings among the Parties relating to their subject matter.